SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
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/X/ Soliciting Material Pursuant to Section 240.14a-11(c) or
Section 240.14a-12
COMPUTER ASSOCIATES INTERNATIONAL, INC.
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(Name of Registrant as Specified In Its Charter)
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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 16, 2002 in connection with
the solicitation of proxies for electing the Board of Directors of Computer
Associates at the 2002 Annual Meeting of Computer Associates' stockholders.
# # #
COMPUTER ASSOCIATES ELECTS FOUR NEW DIRECTORS
FOUR CURRENT DIRECTORS TO LEAVE BOARD AT THE END OF THE CURRENT TERM
COMPANY FILES PRELIMINARY PROXY FOR AUGUST 28 ANNUAL MEETING
ISLANDIA, N.Y., July 16, 2002 - Computer Associates International, Inc. (CA)
today announced the election of four new members to its Board of Directors:
Kenneth Cron, Chief Executive Officer of Vivendi Universal Games, a division of
Vivendi Universal; Robert E. La Blanc, former Vice Chairman of Continental
Telecom Corporation and a former general partner of Salomon Brothers Inc.; Alex
Serge Vieux, an international technology and software entrepreneur; and Thomas
H. Wyman, the former Chairman and Chief Executive Officer of CBS, Inc. The new
Board members will stand for reelection at the Company's annual meeting on
August 28, 2002. Consistent with CA's corporate governance principles, including
term limits, which state that outside directors should serve for a maximum of
eight years, the Company also announced that Richard A. Grasso, Willem F.P. de
Vogel and Shirley Strum Kenny will not stand for reelection to CA's Board. In
addition, Roel Pieper will not be standing for reelection due to increased
business commitments in Europe.
The Company also said that it is filing today its preliminary proxy statement
with the Securities and Exchange Commission. Upon completion of SEC review, the
proxy statement will be mailed to shareholders of record as of July 3, 2002, in
advance of the annual meeting.
NEW DIRECTORS
"We are extremely pleased to welcome Ken, Robert, Alex and Tom as independent
directors to CA's Board," said Sanjay Kumar, President and Chief Executive
Officer of Computer Associates. "All are recognized leaders in their fields and
they bring unique and extensive expertise to CA. By agreeing to serve as
directors, they have given a strong vote of confidence in our company, our
prospects going forward and our corporate governance practices."
Kumar continued, "Our Board is continually looking for opportunities to
strengthen itself by achieving the right balance of expertise in such areas as
finance, accounting, technology and governance. We also search for outstanding
individuals who have a broad understanding of the complex business dynamics in
which we operate, and who clearly share our core values. These are the things
that have driven our decisions on board membership in the past few challenging
years and the objectives that will drive us as we consider changes to the board
in the future."
Said CA Board member Jay Lorsch, a noted corporate governance expert, "The Board
changes announced today are consistent with the governance changes that we have
been working on over the past year. I
believe CA's governance practices are state-of-the-art and today are among the
best in corporate America." Lorsch is the Louis Kirstein Professor of Human
Relations at the Harvard Business School.
On joining the CA Board, Wyman said, "I am impressed with CA's determination to
achieve best practices in all areas of its business, including corporate
governance. I look forward to contributing the experience I've gained from work
on other Fortune 500 boards to benefit CA's shareholders and other
stakeholders."
Cron said, "After witnessing far-reaching changes in the technology industry, I
am confident that CA has all the right ingredients for a successful future. It
is also clear that CA has adopted a set of corporate governance principles
designed to ensure the necessary oversight and alignment with shareholder
interests."
Vieux said, "CA is clearly already a leader in providing innovative and
integrated enterprise software solutions for major corporations and institutions
around the world. I expect that CA's business model and its focus on R&D and on
customer satisfaction will substantially enhance the Company's competitive
position in the years ahead."
La Blanc said, "Before joining CA, I looked very carefully at its business, its
senior management and its corporate governance practices and I was delighted to
find that all three are of the highest order."
Note To Editors: See Biographies Below
DEPARTING DIRECTORS
Said Charles B. Wang, Founder and Chairman of Computer Associates, "Dick,
Willem, Shirley and Roel have given many devoted years of service to CA and its
shareholders. Notwithstanding recent challenging times, CA is one of the world's
leading software companies, thanks in large part to their many contributions. I
am grateful for their service to CA and, while they are leaving our Board, we
look forward to their informal input and continued support."
Speaking on behalf of the directors retiring from the Board, Dick Grasso,
Chairman and Chief Executive Officer of the New York Stock Exchange, said, "All
of us are proud of our collective and individual contributions to CA, and we
believe very strongly in the direction and management of the Company. CA has
made tremendous strides in improving customer relationships and its business
model is proving very popular. We are confident that CA can ride out the current
difficult economic environment and deliver significant benefits to customers,
shareholders, employees and the communities in which it operates."
Mr. Grasso continued, "The new `term limits' for outside directors are part of a
substantial strengthening of CA's corporate governance procedures. While Willem,
Shirley and I regret that we are leaving the Board, the limits ensure a
continual injection of fresh, independent thinking." Roel Pieper, Managing
Director and Chairman, Favonius Ventures commented, "CA is a superb company and
I have every confidence that it will prosper in the future. I regret that my
other business commitments mean that I will not have sufficient time to devote
to CA in the years ahead."
KUMAR COMMENT ON PRELIMINARY PROXY STATEMENT
Commenting on the preliminary proxy statement, Kumar said, "While CA has faced a
number of challenges this year, we believe the Company is on the right track for
long-term success. Our business model, which was implemented in October 2000, is
delivering sustainable competitive advantage and - as evidenced by today's
announcements, the April additions of Jay Lorsch, a noted governance expert from
Harvard, and Walter Schuetze, the former Chief Accountant to the Securities and
Exchange Commission, and last year's addition of lead independent director Lewis
Ranieri - we have continued to make excellent progress in attracting highly
qualified independent directors to CA's Board.
"We believe the proposals of Ranger Governance, an outside party financed and
controlled by Sam Wyly, that recently announced renewed plans to nominate
candidates to serve on the CA Board, would be divisive, impede progress and hurt
CA and its shareholders. And in the detail of their proposals, we believe there
is nothing constructive or of value that the Company has not already
implemented. "
OTHER BUSINESS
At the annual meeting, in addition to electing CA's eleven directors,
shareholders will be asked to approve the Company's 2002 Incentive Plan and 2002
Compensation Plan for Non-Employee Directors.
The 2002 Incentive Plan provides for incentive awards to a broad base of CA
employees as well as to consultants to the Company. This plan would replace the
1994 Annual Incentive Compensation Plan and the Company's 2001 Stock Option Plan
if approved by shareholders. Forty-five million shares, in addition to
approximately one million remaining shares under the 2001 Stock Option Plan,
would be authorized for issuance under the plan over ten years.
The 2002 Compensation Plan for Non-Employee Directors, which will also be
considered by shareholders at the 2002 annual meeting, would provide for the
annual grant to each CA non-employee director of options to purchase 6,750 CA
shares and for the annual retainer fee for non-employee directors to be paid in
the form of deferred CA stock compensation. This plan would replace the
Company's soon-to-expire 1993 Stock Option Plan for Non-Employee Directors
(which provides for a like amount of annual option grants depending on the
Company's attainment of specific return on equity objectives) and the 1996
Deferred Stock Plan for Non-Employee Directors. 650,000 shares would be
authorized for issuance under the plan.
Computer Associates intends to begin soliciting votes from its shareholders as
soon as the proxy materials become effective.
BIOGRAPHIES OF NEW BOARD MEMBERS ANNOUNCED TODAY
KENNETH CRON is Chief Executive Officer of Vivendi Universal Games (VU Games), a
division of Vivendi Universal and a key content area for the company, along with
movies, music, and other publishing activities. Cron was named CEO of VU Games
in June 2001, after serving as CEO of the Flipside Network, a VU Games property
comprised of Flipside.com, iwin.com, Uproar.com and Virtual Vegas. At Flipside,
Cron was responsible for the company's strategic direction and day-to-day
operations. Previously, Cron was Chairman and CEO of Uproar Inc., which he took
public in a $100 million Nasdaq offering in March 2000 and which was
subsequently purchased by Flipside, a division of Vivendi Universal, in March
2001 for $140 million. He is credited with leading the company to become one of
the 20 most popular websites in the world, with almost 12 million unique
visitors per month. Prior to joining Uproar, Cron spent over 20 years at CMP
Media. Under his leadership, CMP grew from a trade publishing company into a
publicly traded media company with revenues in excess of $500 million. As CMP's
President of Publishing, Cron was responsible for all the company's U.S.
businesses, including its print publications, tradeshows/conferences and
marketing and consulting services, and he spearheaded the company's entry onto
the Internet. Cron was integral to CMP's $100 million Nasdaq initial public
offering in July 1997 and to its $920 million sale in June 1999 to Miller
Freeman, Inc., part of the $4 billion UK-based United News & Media. Cron is a
founding member of the New York New Media
Association. A graduate of the University of Colorado, Cron holds a Bachelor of
Arts degree in Psychology.
ROBERT E. LA BLANC is the founder and President of Robert E. La Blanc
Associates, Inc., an information technologies consulting and investment banking
firm. He was a general partner at Salomon Brothers and founder of the firm's
telecommunications team. Mr. La Blanc was voted the leading telecommunications
industry analyst for each of the six years from 1973 to 1978 by Institutional
Investor magazine. Additionally, he served as Vice Chairman for Continental
Telecom Corporation. Previously, Mr. La Blanc spent 13 years in technical,
managerial, and financial positions within the communications industry. He is
currently a member of the Board of Directors of Salient 3 Communications, Inc.,
The Titan Corporation, Storage Technology Corporation, Chartered Semiconductor
Manufacturing Ltd. and a family of Prudential Mutual Funds. He is a former
member of the Board of Directors of the Tribune Company. He holds a B.S. in
Electrical Engineering from Manhattan College, where he also holds an honorary
Doctor of Humane Letters, and an M.B.A. from New York University.
ALEX SERGE VIEUX is the Chairman, Chief Executive Officer and founder of DASAR,
Inc., a global information technology accelerator for startups and producer of
invitation-only CEO events, including ETRE, ATRE and METRE
(European/Asian/Mediterranean Technology Roundtable Exhibitions). Previously, he
co-founded two software companies focused on the banking industry: CATS and
Renaissance Software, and also served as President of the Infotech Commission
for the French Republic and as a special advisor to the Minister of Finance,
Industry and Economics in France. Mr. Vieux also worked as a consultant for
Andersen Consulting, and was the U.S. business correspondent for the French
daily newspaper Le Monde. Mr. Vieux is currently a member of the Board of
Directors of several international public and private companies, including BVRP,
Qualys, Inc., Commerce One, Inc., Korea Thrunet Co. Ltd., Check Point Software
Technologies Ltd., Cibox LCI SA and Madge Networks N.V.. He is a graduate of the
Institute d'Etudes Politiques and the French business school HEC, and also holds
a law degree from the Universite de Paris and an M.B.A. from Stanford
University's Graduate School of Business, where he was a Fulbright Scholar.
THOMAS H. WYMAN was the Chairman of CBS, Inc., where he joined as President and
CEO in 1980 and was elected to the additional post of Chairman of the Board of
Directors in 1983. He resigned in 1986. After serving as an outside Director of
S.G. Warburg Group PLC from 1988 to 1992, Mr. Wyman was appointed Chairman of
S.G. Warburg & Co. Inc. in 1992. He was a Vice Chairman of S.G. Warburg Group
PLC from 1993 until 1995, when the Group was merged into Swiss Bank Corporation,
and subsequently joined the Council of International Advisors of Swiss Bank. He
was also Senior Advisor to SBC Warburg Inc. from 1996 to 1997. Previously, he
was Vice Chairman of the Pillsbury Company in 1979, and spent four years prior
to that post as President and CEO of Green Giant Company, which was acquired by
Pillsbury in 1979. Prior to joining Green Giant, Mr. Wyman was Senior Vice
President, General Manager and Chairman of the Management Executive Committee at
the Polaroid Corporation, which he joined as Vice President in 1965. Mr. Wyman
was an Assistant to the Managing Director and subsequently Vice President of the
Nestle parent company in Europe from 1960 to 1965. He joined the Nestle Company
in New York in 1955; he also worked for the First National City Bank of New York
from 1951 to 1953, and served as an officer in the U.S. Army Corps of Engineers
in Korea from 1953 to 1955. Mr. Wyman currently serves as a member of the
Advisory Board of Nestle USA, Inc., and the International Advisory Group of
Toshiba Corporation (Tokyo). His previous board memberships include General
Motors Corporation, AT&T, Hughes Electronics Corporation, Scott Paper Company,
Norton Company, Toro, Norwest Bank, The Boston Company, Green Giant Company, The
Pillsbury Company, CBS Inc., Imperial Chemical Industries PLC (London), ZENECA
Group PLC (London), and United Biscuits PLC (Edinburgh). Mr. Wyman holds a B.A.
in English from Amherst College, magna cum laude, and was a member of Phi Beta
Kappa. He holds honorary degrees from Amherst College, St. Augustine's
College and Quinnipiac College. He is currently serving as Visiting Scholar at
the Harvard Business School and as Visiting Lecturer at the Sloane School at
M.I.T.
IMPORTANT INFORMATION
We plan to file a proxy statement with the Securities and Exchange Commission
relating to our solicitation of proxies from our stockholders with respect to
our 2002 annual meeting of stockholders. WE ADVISE YOU TO READ THIS PROXY
STATEMENT CAREFULLY WHEN IT BECOMES AVAILABLE, BECAUSE IT WILL CONTAIN IMPORTANT
INFORMATION. Our proxy statement and other relevant documents will be available
for free at the Securities and Exchange Commission's Internet web site at
www.sec.gov. You may also obtain a free copy of our proxy statement, when it
becomes available, and other relevant documents by writing to us at One Computer
Associates Plaza, Islandia, New York 11749, or by visiting our Internet web site
at www.ca.com. Detailed information regarding the names, affiliation and
interest of individuals who may be deemed participants in the solicitation of
proxies of Computer Associates' shareholders is available in the preliminary
proxy statement on Schedule 14A filed today by Computer Associates with the SEC.
ABOUT COMPUTER ASSOCIATES
Computer Associates International, Inc. (NYSE: CA) delivers The Software That
Manages eBusiness. CA's world-class solutions address all aspects of eBusiness
management through industry-leading brands: Unicenter for infrastructure
management, eTrust for security management, BrightStor for storage management,
CleverPath for portal and business intelligence, AllFusion for application life
cycle management, Advantage for data management and application development, and
Jasmine for object-oriented database technology. Founded in 1976, CA serves
organizations in more than 100 countries, including 99 percent of the Fortune
500 companies. For more information, visit http://ca.com.