SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant /X/
Filed by a party other than the Registrant / /
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 Section 240.14a-12
COMPUTER ASSOCIATES INTERNATIONAL, INC
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(Name of Registrant as Specified In Its Charter)
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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)(4)
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
Computer Associates International, Inc., a Delaware corporation ("Computer
Associates"), is filing the materials contained in this Schedule 14A with the
Securities and Exchange Commission on July 3, 2001 in connection with the
solicitation of proxies for electing the board of directors of Computer
Associates at the 2001 annual meeting of Computer Associates' stockholders.
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The following letter was distributed by email internally to employees
of Computer Associates on July 2, 2001:
**** CA INTERNAL USE ONLY ****
To:All CA Employees
From:Sanjay Kumar
Date:July 2, 2001
Re:Proxy contest update
Hi all,
I am sure that many of you have read the various press accounts that appear
daily with regards to the proxy contest. The CA web site has important
information that might be of interest to you as employees and as
shareholders. The direct URL is http://www.ca.com/invest/proxy.htm There
you will find an open letter that Charles and I wrote for CA's
shareholders, customers, and employees.
We will be communicating with our shareholders frequently during July and
August. The vote of every shareholder, large and small, is very meaningful,
and we will do out best to reach everyone. We plan to explain to everyone
why we believe Mr. Wyly's ideas for CA do not make sense, and why the work
that all of us are doing is a better way to deliver value for all
shareholders. We will also take this opportunity to work harder at getting
the CA message out to all interested parties - shareholders, partners,
customers, and of course employees.
We will keep you updated as things progress. In the meantime, keep up the
great work, and let me take this opportunity on behalf of Charles and the
rest of the management team to thank you for your continued dedication and
for your support. As always, I welcome your thoughts, comments, and
suggestions.
Regards,
... .Sanjay
ps. The lawyers tell me that I have to include this important information. So,
here it is ... ...
IMPORTANT INFORMATION
Computer Associates plans to file a proxy statement with the Securities and
Exchange Commission relating to Computer Associates' solicitation of proxies
from the stockholders of Computer Associates with respect to the Computer
Associates 2001 annual meeting of stockholders. COMPUTER ASSOCIATES ADVISES
SECURITY HOLDERS TO READ ITS PROXY STATEMENT WHEN IT BECOMES AVAILABLE,
BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION. Computer Associates' proxy
statement and other relevant documents will be available for free at
www.sec.gov. You may also obtain a free copy of Computer Associates' proxy
statement, when it becomes available, by writing to Computer Associates at
One Computer Associates Plaza, Islandia, New York 11749, by contacting
MacKenzie Partners, Inc., toll free at 1-800-322-2885, or D.F. King & Co.,
Inc., toll free at 1-800-431-9642, or at www.ca.com. Detailed information
regarding the names, affiliation and interests of individuals who may be
deemed participants in the solicitation of proxies of Computer Associates'
shareholders is available in the soliciting materials on Schedule 14A filed
by Computer Associates with the SEC.