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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Revisions to http://www.rangergov.com as of July 24, 2001.. Item 1
Selected financial information of Computer Associates...... Item 2
Content of Item 1
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The following revisions are being made to http://www.rangergov.com as of July
24, 2001:
o the textual phrase "Presentation: The Ranger Plan" has been added to a certain
http://www.rangergov.com navigation frame under the heading "Info for CA
Shareholders." This textual phrase is an active hyperlink that links to an
internal frame on http://www.rangergov.com, which contains a certain Microsoft
PowerPoint presentation previously filed by Ranger with the Commission on
Schedule 14A; and
o that certain http:///www.rangergov.com web page entitled "In The News" has
been amended to include the textual phrase "Computer Associates Will Face Proxy
Fight Led by Former Owner of Sterling Software: The Wall Street Journal
6.21.01." This textual phrase is an active hyperlink that links to an internal
frame on http://www.rangergov.com, which contains a certain news article,
published in The Wall Street Journal on June 21, 2001, and previously filed by
Ranger with the Commission on Schedule 14A.
Content of Item 2
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The following selected financial information was disseminated to certain
investors as of July 24, 2001. This information was obtained from
http://www.ca.com.
Computer Associates International, Inc.
Selected Financial Information
Q4-01 Q1-02
New Residual 1305 502
Software Fees and Other 136 106
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1441 608
Percentage 91% 84%
Source: www.ca.com
IMPORTANT INFORMATION
On July 19, 2001, Ranger filed with the Commission a revised
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 or 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 is available in
the revised preliminary proxy statement filed by Ranger with the Commission on
Schedule 14A on July 19, 2001.