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
[X] Definitive Additional Materials
[ ] 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, dated as of August 6, 2001................ Item 1
Content of Item 1
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For Immediate Release
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RANGER GOVERNANCE, LTD. CORRECTS TYPOGRAPHICAL ERROR
Dallas, Texas, August 6, 2001 - Ranger Governance, Ltd. is correcting a
typographical error in the definitive proxy statement that it filed with the
Securities and Exchange Commission on July 27, 2001. The table beginning on page
A-2 of Ranger's proxy statement should have read as follows:
Transactions in Computer Associates
Common Stock by Sam Wyly
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Number of Shares of Computer
Date of Transaction Nature of Transaction Associates Common Stock(5)
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January 30, 2001 sale 156,000(1)
January 31, 2001 sale 188(1)
February 2, 2001 sale 39,314(2)
February 2, 2001 sale 39,314(3)
June 20, 2001 capital contribution 971,865(4)
(1) Represents sales of common stock by Tallulah, Ltd. Sam Wyly is the general
partner of Tallulah, Ltd. and, as such, is deemed to have beneficial
ownership of the shares held by it.
(2) Represents the sale of common stock by the Andrew David Wyly Trust. Sam
Wyly is the trustee of the trust and, as such, is deemed to have beneficial
ownership of the shares held by it.
(3) Represents the sale of common stock by the Christiana Parker Wyly Trust.
Sam Wyly is the trustee of the trust and, as such, is deemed to have
beneficial ownership of the shares held by it.
(4) Represents the contribution to Ranger by Mr. Wyly of vested options to
purchase common stock of Computer Associates.
(5) Mr. Wyly filed a Form 4 with respect to Sterling Software, Inc. on April
10, 2000, which erroneously overstated his acquisition of beneficial
ownership of Computer Associates common stock, indicating that he had
acquired beneficial ownership of 452,681 shares of stock (in addition to
options, which were reported correctly). The overstatement occurred because
such form failed to take into account Mr. Wyly's resignation as trustee
under certain trusts which actually owned such stock.
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. On July 27, 2001, Ranger
Governance filed a definitive proxy statement with the Securities and Exchange
Commission in connection with Ranger's solicitation of proxies to elect its
director nominees at the 2001 annual stockholders meeting of Computer Associates
and has mailed copies to stockholders. Ranger is proposing a comprehensive
restructuring plan which it believes will maximize shareholder value, position
Computer Associates for future growth, and dramatically improve its relations
with customers, employees and investors. Ranger urges stockholders to read its
proxy statement because it contains important information. More information
about Ranger Governance and copies of its definitive proxy statement are
available at www.rangergov.com. Copies of Ranger's definitive proxy statement
and other Ranger soliciting materials are also available at the Securities and
Exchange Commission's website at www.sec.gov.
Contact:
Media: Investors:
Dan Katcher/Joele Frank
Joele Frank, Wilkinson Brimmer Katcher Morrow & Co., Inc.
(212) 355-4449 (212) 754-8000