SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. ___)
Filed by the Registrant [_]
Filed by a Party other than the Registrant [X]
Check the appropriate box:
[_] Preliminary Proxy Statement [_] CONFIDENTIAL, FOR USE OF THE
COMMISSION ONLY (AS PERMITTED BY
RULE 14A-6(E)(2))
[_] Definitive Proxy Statement
[_] Definitive Additional Materials
[X] Soliciting Material Pursuant to Rule 14a-12
COMPUTER ASSOCIATES INTERNATIONAL, INC.
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(Name of Registrant as Specified in its Charter)
RANGER GOVERNANCE, LTD.
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of filing fee (Check the appropriate box):
[X] No fee required.
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which
the filing fee is calculated and state how it was determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[_] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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EXPLANATORY NOTE
Ranger Governance, Ltd., a Texas limited partnership ("Ranger"), is filing
the materials contained in this Schedule 14A with the Securities and Exchange
Commission in connection with a solicitation of proxies (the "Solicitation") in
support of electing Ranger nominees to the board of directors of Computer
Associates International, Inc. ("Computer Associates") at the 2001 annual
meeting of stockholders of Computer Associates.
Table of Contents
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Ranger Press Release............................ Item 1
Ranger Press Release #2......................... Item 2
Ranger Press Release #3......................... Item 3
Ranger Press Release #4......................... Item 4
Content of Items 1 - 4
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For Immediate Release
--- ---------------------
RANGER GOVERNANCE PLACES ADVERTISEMENT IN NEW YORK TIMES
Ranger Ad Calls For Accountability, Growth And New Leadership At Computer
Associates
Dallas, Texas, July 9, 2001 - Ranger Governance, Ltd. today announced that it
published the following advertisement in the New York Times regarding the proxy
contest to elect directors to the board of Computer Associates, Inc. (NYSE: CA):
Why are these men suing?
[Photos of Computer Associates Chairman Charles B. Wang, President and CEO
Sanjay Kumar, and Executive Vice President Russell M. Artzt]
Do they think they can avoid a shareholder vote
and keep their grip on Computer Associates?
. CA's Board and top managers have filed a baseless lawsuit to intimidate
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shareholders and block an open vote and a real choice on August 29,
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2001.
. They want to avoid a shareholder vote because CA stock has declined 14%
------------
in total shareholder return over the past five years, versus a software
industry average of positive 169% over the same period.
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. While shareholder value was declining, the CA Board awarded senior
management more than $1 billion of Company stock to executives Wang,
Kumar and Artzt.
. CA's top managers have never been accountable to all shareholders - and
----- ---
have never faced a contested election. They are treating CA's largest
shareholder - a Swiss investor who made millions in CA stock many years
ago - as though he were the only shareholder.
----
It's time for accountability to all shareholders.
---
It's time for growth at Computer Associates.
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It's time to choose new leadership for CA.
------
Ranger Governance has a plan to unlock the value and potential of Computer
Associates. Ranger Governance is proposing new management under a truly
independent Board of Directors. This new Board will strategically realign the
company into four decentralized business units, and create a culture of
innovation, accountability, extraordinary customer service, and real growth.
Integrity. Innovation. Accountability.
Increased value for CA shareholders.
Ranger: A Better Way for CA.
About Ranger Governance, Ltd.
Ranger Governance is a Dallas-based investment company created by entrepreneurs
Sam Wyly and Charles Wyly, and an affiliate of Ranger Capital Group, a
multi-manager investment fund also based in Dallas. Ranger Governance announced
on June 21 that it has initiated a proxy solicitation of the stockholders of
Computer Associates, nominating a slate of replacements for the Company's
current Board of Directors, and proposing a comprehensive restructuring plan to
maximize shareholder value, position Computer Associates for future growth, and
dramatically improve its relations with customers, employees and investors. More
information about Ranger Governance is available at www.rangergov.com.
Important Information
On July 6, 2001, Ranger filed with the Commission a preliminary proxy statement
in connection with the election of the nominees of Ranger (the "Ranger
Nominees") to the Computer Associates board of directors at the Computer
Associates 2001 annual meeting of stockholders. Ranger will prepare and file
with the Commission a definitive proxy statement regarding the election of the
Ranger Nominees and may file other proxy solicitation material regarding the
election of the Ranger Nominees. Investors and security holders are urged to
read the definitive proxy statement and any other proxy material, when they
become available, because they will contain important information. The
definitive proxy statement will be sent to stockholders of Computer Associates
seeking their support of the election of the Ranger Nominees to the Computer
Associates board of directors. Investors and security holders may obtain a free
copy of the definitive proxy statement (when it is available) and other
documents filed by Ranger with the Commission at the Commission's website at
www.sec.gov. The definitive proxy statement (when it is available) and these
other documents may also be obtained for free by writing to Ranger at 300
Crescent Court, Suite 1000, Dallas, Texas 75201, by contacting Morrow & Co.,
Inc. at 800-634-4458 or at www.rangergov.com.
Detailed information regarding the names, affiliations and interests of
individuals who may be deemed participants in the solicitation of proxies of
Computer Associates stockholders is available in the preliminary proxy statement
filed by Ranger with the Commission on Schedule 14A on July 6, 2001.
This document expresses Ranger's opinions and beliefs. In addition, the Ranger
Nominees' plans for Computer Associates could change after election based on the
exercise of their fiduciary duties to the stockholders of Computer Associates in
the light of their knowledge and the circumstances at the time.
Contact:
Media: Investors:
Dan Katcher/Joele Frank Morrow & Co., Inc.
Joele Frank, Wilkinson Brimmer Katcher (212) 754-8000
(212) 355-4449
# # #
For Immediate Release
RANGER GOVERNANCE PUBLISHES OPEN LETTER TO
COMPUTER ASSOCIATES CUSTOMERS
Ranger Promises To Create a Culture Of Continuous Innovation And
Truly Extraordinary Customer Service
Dallas, Texas, July 9, 2001 - Ranger Governance, Ltd. today announced that it
published the following open letter to customers of Computer Associates, Inc.
(NYSE: CA) in USA Today:
Dear CA Customer:
My colleagues and I at Ranger Governance, Ltd. want to bring new,
independent, proven leadership to Computer Associates. Our goal is to
unlock the full potential of the Company's winning people and create a
culture of continuous innovation and truly extraordinary customer
service.
We believe the only way to run a software company is to focus on the
customer. At CA, we will:
. Work closely with customers and listen carefully to you - so that we
fully understand your business and your software needs.
. Unleash the creativity of CA professionals to drive innovation and
product development, anticipate the challenges you will face in the
future, and deliver the right products and services on time.
. Extend the functionality of the installed product set from the
mainframe to the distributed environment of the Internet.
. Enhance the Company's ability to provide standard-setting customer
service and support by decentralizing CA into four product-centered
business groups that are more nimble, creative and competitive.
We believe CA should work hard all the time to deserve your business
and to win and keep your trust and confidence. We pledge that, under
our leadership, Computer Associates will be a full-fledged partner on
whom you can depend.
If you would like more information about us or about our plan, please
visit our website at www.rangergov.com or contact us by calling Morrow
& Co., Inc. at 1-800-607-0088. We welcome your questions and your
comments.
Sincerely,
/s/ Sam
Sam Wyly
Manager
Ranger Governance, Ltd.
- more -
- 2 -
In addition to publishing it in USA Today, Ranger has posted the letter on its
website - www.rangergov.com.
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About Ranger Governance, Ltd.
Ranger Governance is a Dallas-based investment company created by entrepreneurs
Sam Wyly and Charles Wyly, and an affiliate of Ranger Capital Group, a
multi-manager investment fund also based in Dallas. Ranger Governance announced
on June 21 that it has initiated a proxy solicitation of the stockholders of
Computer Associates, nominating a slate of replacements for the Company's
current Board of Directors, and proposing a comprehensive restructuring plan to
maximize shareholder value, position Computer Associates for future growth, and
dramatically improve its relations with customers, employees and investors. More
information about Ranger Governance is available at www.rangergov.com.
Important Information
On July 6, 2001, Ranger filed with the Commission a preliminary proxy statement
in connection with the election of the nominees of Ranger (the "Ranger
Nominees") to the Computer Associates board of directors at the Computer
Associates 2001 annual meeting of stockholders. Ranger will prepare and file
with the Commission a definitive proxy statement regarding the election of the
Ranger Nominees and may file other proxy solicitation material regarding the
election of the Ranger Nominees. Investors and security holders are urged to
read the definitive proxy statement and any other proxy material, when they
become available, because they will contain important information. The
definitive proxy statement will be sent to stockholders of Computer Associates
seeking their support of the election of the Ranger Nominees to the Computer
Associates board of directors. Investors and security holders may obtain a free
copy of the definitive proxy statement (when it is available) and other
documents filed by Ranger with the Commission at the Commission's website at
www.sec.gov. The definitive proxy statement (when it is available) and these
other documents may also be obtained for free by writing to Ranger at 300
Crescent Court, Suite 1000, Dallas, Texas 75201, by contacting Morrow & Co.,
Inc. at 800-634-4458 or at www.rangergov.com.
Detailed information regarding the names, affiliations and interests of
individuals who may be deemed participants in the solicitation of proxies of
Computer Associates stockholders is available in the preliminary proxy statement
filed by Ranger with the Commission on Schedule 14A on July 6, 2001.
This document expresses Ranger's opinions and beliefs. In addition, the Ranger
Nominees' plans for Computer Associates could change after election based on the
exercise of their fiduciary duties to the stockholders of Computer Associates in
the light of their knowledge and the circumstances at the time.
Contact:
Media: Investors:
Dan Katcher/Joele Frank Morrow & Co., Inc.
Joele Frank, Wilkinson Brimmer Katcher (212) 754-8000
(212) 355-4449
# # #
For Immediate Release
RANGER GOVERNANCE FILES PRELIMINARY PROXY STATEMENT
Dallas, Texas, July 9, 2001 - Ranger Governance, Ltd. announced today that it
has filed its preliminary proxy statement with the Securities and Exchange
Commission. Upon receiving SEC clearance, the proxy statement will be mailed to
the Computer Associates (NYSE:CA) shareholders [of record as of July 5, 2001] in
advance of Computer Associates' August 29, 2001 annual meeting. Ranger
Governance has nominated a slate of directors for Computer Associates' Board of
Directors.
Sam Wyly, manager of Ranger Governance, said, "The Ranger Governance nominees
provide Computer Associates' shareholders with the opportunity to elect a Board
of Directors whose top priority will be to maximize shareholder value. Under the
Company's current management team and directors, Computer Associates has seen a
negative 14% return over the past five years while the S&P Software index has
seen a 169% increase. The respected and proven slate of Ranger Governance
nominees will be a performing asset for the new Computer Associates,
implementing a comprehensive restructuring plan designed to increase shareholder
value, position Computer Associates for future growth, and dramatically improve
its relations with customers, employees and investors."
The Ranger Governance nominees are:
. Richard J. Agnich (Texas) --former Senior Vice President, Secretary and
General Counsel of Texas Instruments Incorporated;
. Bob Cook (Utah) --founder of VM Software, founder of Systems Center,
Director of Sterling Commerce, and software venture capitalist;
. Dennis Mitchell Crumpler (Georgia)--founder of XcelleNet, Inc., co-founder
of Sales Technologies, Inc. and General Partner of CIMCO, LLC, an
investment management company;
. Mark Cuban (Texas) --founder and former CEO of two software companies,
Broadcast.com and MicroSolutions, and owner of the Dallas Mavericks
basketball team;
. Dixon Doll (California) --founder and manager of venture capital firm DCM
and strategy consulting firm DMW Group;
. Dr. Wendy Lee Gramm (Washington, D.C.) --Distinguished Senior Fellow at
George Mason University, director of Enron, and former Chairman, U.S.
Commodity Futures Trading Commission;
. Stephen Perkins (Texas) --co-founder of Sterling Commerce, with 31 years
experience in the development and marketing of commercial software
products;
. Cece Smith (Texas) --former Chairman, Federal Reserve Bank of Dallas and
co-founder and managing partner, Phillips-Smith-Machens Venture Partners;
- more -
2
. Elizabeth VanStory (California) --former President of iMotors.com and Vice
President of OfficeDepot.com; and
. Sam Wyly (Texas) --manager of Ranger Capital and founder of University
Computing Company, Sterling Software, Sterling Commerce and other
companies.
Sam Wyly has agreed to serve as Chairman of the Board if selected by this slate
of nominees following Computer Associates' 2001 Annual Meeting on August 29.
About Ranger Governance, Ltd.
Ranger Governance is a Dallas-based investment company created by entrepreneurs
Sam Wyly and Charles Wyly, and an affiliate of Ranger Capital Group, a
multi-manager investment fund also based in Dallas. Ranger Governance announced
on June 21, 2001 that it has initiated a proxy solicitation of the stockholders
of Computer Associates, nominating a slate of replacements for the Company's
current Board of Directors, and proposing a comprehensive restructuring plan to
maximize shareholder value, position Computer Associates for future growth, and
dramatically improve its relations with customers, employees and investors. More
information about Ranger Governance is available at www.rangergov.com.
Important Information
On July 6, 2001, Ranger filed with the Commission a preliminary proxy statement
in connection with the election of the nominees of Ranger (the "Ranger
Nominees") to the Computer Associates board of directors at the Computer
Associates 2001 annual meeting of stockholders. Ranger will prepare and file
with the Commission a definitive proxy statement regarding the election of the
Ranger Nominees and may file other proxy solicitation material regarding the
election of the Ranger Nominees. Investors and security holders are urged to
read the definitive proxy statement and any other proxy material, when they
become available, because they will contain important information. The
definitive proxy statement will be sent to stockholders of Computer Associates
seeking their support of the election of the Ranger Nominees to the Computer
Associates board of directors. Investors and security holders may obtain a free
copy of the definitive proxy statement (when it is available) and other
documents filed by Ranger with the Commission at the Commission's website at
www.sec.gov. The definitive proxy statement (when it is available) and these
other documents may also be obtained for free by writing to Ranger at 300
Crescent Court, Suite 1000, Dallas, Texas 75201, by contacting Morrow & Co.,
Inc. at 800-634-4458 or at www.rangergov.com.
Detailed information regarding the names, affiliations and interests of
individuals who may be deemed participants in the solicitation of proxies of
Computer Associates stockholders is available in the preliminary proxy statement
filed by Ranger with the Commission on Schedule 14A on July 6, 2001.
-more-
-3-
This document expresses Ranger's opinions and beliefs. In addition, the Ranger
Nominees' plans for Computer Associates could change after election based on the
exercise of their fiduciary duties to the stockholders of Computer Associates in
the light of their knowledge and the circumstances at the time.
Contact:
Media: Investor:
Dan Katcher/Joele Frank
Joele Frank, Wilkinson Brimmer Katcher Morrow & Co., Inc.
(212) 355-4449 (212) 754-8000
# # #
For Immediate Release
---------------------
RANGER GOVERNANCE RESPONDS TO
COMPUTER ASSOCIATES LAWSUIT
Ranger Says CA's Legal Action Is An Effort To "Muzzle Truthful Criticism" And
Entrench Current Management
Dallas, Texas, July 9, 2001 - Ranger Governance, Ltd. and Sam Wyly today
responded to the complaint filed by Computer Associates (NYSE: CA) in U.S.
District Court on June 25, 2001. Among other items, Computer Associates'
complaint seeks to bar Ranger and Mr. Wyly from soliciting proxies in their
effort to replace the company's current board of directors with a slate focused
on delivering shareholder value.
In their response, Ranger and Mr. Wyly indicate that there is no legal basis to
bar them from soliciting proxies or running a slate for the Computer Associates
board. Further, they state that the purpose of the Computer Associates
complaint is to "[E]ntrench the current management and board of Computer
Associates and to prevent the shareholders of Computer Associates from having a
meaningful opportunity to exercise their voting rights to replace the current
board. . . [The complaint also seeks to] muzzle truthful and honest criticism of
the current board and management, in order to keep Computer Associates'
shareholders from having access to the information they need to cast informed
proxies."
The response continues, "[T]he true motive of [Ranger's] proxy solicitation is
to give the shareholders of Computer Associates a chance to replace the current
board with one that will have as its first goal enhancing shareholder value and
correcting Computer Associates' abysmal performance. Over the last five years,
the total return for Computer Associates' stockholders has been dead last among
the top ten software companies - a negative 14%, versus 169% for the S&P
software index."
Ranger Governance said, "We are disappointed, but frankly not surprised that
Computer Associates would have filed what we believe is a meritless claim, in an
effort to prevent shareholders from expressing their desire for an alternative
to the current, ineffective board and management. The Ranger Governance
proposal has been developed to rebuild the Computer Associates brand, increase
employee initiative, reengineer the company for greater efficiency and improve
shareholder value."
The full text of the response can be found on the Ranger Governance website -
www.rangergov.com.
- more -
About Ranger Governance, Ltd.
Ranger Governance is a Dallas-based investment company created by entrepreneurs
Sam Wyly and Charles Wyly, and an affiliate of Ranger Capital Group, a
multi-manager investment fund also based in Dallas. Ranger Governance announced
on June 21 that it has initiated a proxy solicitation of the stockholders of
Computer Associates, nominating a slate of replacements for the Company's
current Board of Directors, and proposing a comprehensive restructuring plan to
maximize shareholder value, position Computer Associates for future growth, and
dramatically improve its relations with customers, employees and investors.
More information about Ranger Governance is available at www.rangergov.com.
Important Information
On July 6, 2001, Ranger filed with the Commission a preliminary proxy statement
in connection with the election of the nominees of Ranger (the "Ranger
Nominees") to the Computer Associates board of directors at the Computer
Associates 2001 annual meeting of stockholders. Ranger will prepare and file
with the Commission a definitive proxy statement regarding the election of the
Ranger Nominees and may file other proxy solicitation material regarding the
election of the Ranger Nominees. Investors and security holders are urged to
read the definitive proxy statement and any other proxy material, when they
become available, because they will contain important information. The
definitive proxy statement will be sent to stockholders of Computer Associates
seeking their support of the election of the Ranger Nominees to the Computer
Associates board of directors. Investors and security holders may obtain a free
copy of the definitive proxy statement (when it is available) and other
documents filed by Ranger with the Commission at the Commission's website at
www.sec.gov. The definitive proxy statement (when it is available) and these
other documents may also be obtained for free by writing to Ranger at 300
Crescent Court, Suite 1000, Dallas, Texas 75201, by contacting Morrow & Co.,
Inc. at 800-634-4458 or at www.rangergov.com.
Detailed information regarding the names, affiliations and interests of
individuals who may be deemed participants in the solicitation of proxies of
Computer Associates stockholders is available in the preliminary proxy statement
filed by Ranger with the Commission on Schedule 14A on July 6, 2001.
This document expresses Ranger's opinions and beliefs. Except as otherwise
expressly attributed to another individual or entity, these opinions and
beliefs, including those relating to maximizing stockholder value, are the
opinions and beliefs of Ranger. In addition, the Ranger Nominees' plans for
Computer Associates could change after election based on the exercise of their
fiduciary duties to the stockholders of Computer Associates in the light of
their knowledge and the circumstances at the time.
Contact:
Media: Investors:
Dan Katcher/Joele Frank Morrow & Co., Inc.
Joele Frank, Wilkinson Brimmer Katcher (212) 754-8000
(212) 355-4449
# # #
IMPORTANT INFORMATION
On July 6, 2001, Ranger filed with the Commission a preliminary proxy
statement in connection with the election of the nominees of Ranger (the "Ranger
Nominees") to the Computer Associates board of directors at the Computer
Associates 2001 annual meeting of stockholders. Ranger will prepare and file
with the Commission a definitive proxy statement regarding the election of the
Ranger Nominees and may file other proxy solicitation material regarding the
election of the Ranger Nominees. Investors and security holders are urged to
read the definitive proxy statement and any other proxy material, when they
become available, because they will contain important information. The
definitive proxy statement will be sent to stockholders of Computer Associates
seeking their support of the election of the Ranger Nominees to the Computer
Associates board of directors. Investors and security holders may obtain a free
copy of the definitive proxy statement (when it is available) and other
documents filed by Ranger with the Commission at the Commission's website at
www.sec.gov. The definitive proxy statement (when it is available) and these
other documents may also be obtained for free by writing to Ranger at 300
Crescent Court, Suite 1000, Dallas, Texas 75201, by contacting Morrow & Co.,
Inc. at 800-634-4458 or at www.rangergov.com.
Detailed information regarding the names, affiliations and interests of
individuals who may be deemed participants in the solicitation of proxies of
Computer Associates stockholders is available in the preliminary proxy statement
filed by Ranger with the Commission on Schedule 14A on July 6, 2001.
This document expresses Ranger's opinions and beliefs. In addition, the
Ranger Nominees' plans for Computer Associates could change after election based
on the exercise of their fiduciary duties to the stockholders of Computer
Associates in the light of their knowledge and the circumstances at the time.