-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, HCTzTMWaO+jnQIFwzn4Edf3pogs/lkw2g27aId+oCiyN7hyLjv4+JKHMzMV407rP DfeM587OweXxVUCVEeMadA== 0000893750-03-000546.txt : 20031030 0000893750-03-000546.hdr.sgml : 20031030 20031030120522 ACCESSION NUMBER: 0000893750-03-000546 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20031030 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: COMPUTER ASSOCIATES INTERNATIONAL INC CENTRAL INDEX KEY: 0000356028 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 132857434 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-33739 FILM NUMBER: 03965789 BUSINESS ADDRESS: STREET 1: ONE COMPUTER ASSOCIATES PLAZA CITY: ISLANDIA STATE: NY ZIP: 11749 BUSINESS PHONE: 6313425224 MAIL ADDRESS: STREET 1: ONE COMPUTER ASSOCIATES PLAZA CITY: ISLANDIA STATE: NY ZIP: 11749 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CAREAL HOLDING AG CENTRAL INDEX KEY: 0001068730 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: P O BOX 5073 STREET 2: ZURICH 8022 CITY: SWITZERLAND BUSINESS PHONE: 4112695353 MAIL ADDRESS: STREET 1: P O BOX 5073 STREET 2: ZURICH 8022 CITY: SWITZERLAND SC 13D/A 1 sch13d_a.txt SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) Information to be Included in Statements Filed Pursuant to Rule 13d-1(a) and Amendments Thereto Filed Pursuant to Rule 13d-2(a) Under the Securities Exchange Act of 1934 (Amendment No. 9) Computer Associates International, Inc. - ------------------------------------------------------------------------------ (Name of Issuer) Common Stock, par value $.10 per share - ------------------------------------------------------------------------------ (Title of Class of Securities) 204912109 ---------------------------------------------------------- (CUSIP Number) Mr. Roger Rotach Careal Holding AG Utoquai 49, 8022 Zurich, Switzerland 411-269-53-53 Copy to: Richard A. Miller, Esq. Simpson Thacher & Bartlett 425 Lexington Avenue, New York, New York 10017 212-455-2000 ---------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) October 9, 2003 ---------------------------------------------------------- (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box [_]. Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent. *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). Page 1 of 7 - -------------------- ------------ CUSIP No. 204912109 Page 2 of 7 - -------------------- ------------ - --------- -------------------------------------------------------------------- 1 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY): Careal Holding AG - --------- -------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) [_] (b) [_] - --------- -------------------------------------------------------------------- 3 SEC USE ONLY - --------- -------------------------------------------------------------------- 4 SOURCES OF FUNDS: WC - --------- -------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [_] - --------- -------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Switzerland - --------- -------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER SHARES 125,813,380 -------- ------------------------------------------------ BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 0 -------- ------------------------------------------------ EACH 9 SOLE DISPOSITIVE POWER PERSON 125,813,380 -------- ------------------------------------------------ WITH 10 SHARED DISPOSITIVE POWER 0 - --------- -------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 125,813,380 - --------- -------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES: [_] - --------- -------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 21.73% - --------- -------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON: CO - --------- -------------------------------------------------------------------- - -------------------- ----------- CUSIP No. 204912109 Page 3 of 7 - -------------------- ----------- 1 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY): Walter H. Haefner - --------- -------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) [_] (b) [_] - --------- -------------------------------------------------------------------- 3 SEC USE ONLY - --------- -------------------------------------------------------------------- 4 SOURCES OF FUNDS: WC of Careal Holding AG - --------- -------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [_] - --------- -------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Switzerland - --------- -------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER SHARES 125,813,380 -------- ------------------------------------------------ BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 0 -------- ------------------------------------------------ EACH 9 SOLE DISPOSITIVE POWER PERSON 125,813,380 -------- ------------------------------------------------ WITH 10 SHARED DISPOSITIVE POWER 0 - --------- -------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 125,813,380 - --------- -------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES: [_] - --------- -------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 21.73% - --------- -------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON: IN - --------- -------------------------------------------------------------------- - -------------------- ----------- CUSIP No. 204912109 Page 4 of 7 - -------------------- ----------- This Amendment No. 9 to the Statement on Schedule 13D, filed on August 24, 1987, by Careal Holding AG, a Swiss corporation ("Careal"), and Mr. Walter H. Haefner, a national and resident of Switzerland, as amended on July 21, 1988, February 22, 1989, June 14, 1989, August 3, 1989, December 1, 1989, September 16, 1998, November 14, 2001 and December 28, 2001 (the "Statement"), further amends and supplements such Statement with respect to the Common Stock, par value $.10 per share ("Common Stock"), of Computer Associates International, Inc., a Delaware corporation ("Computer Associates"), by amending and restating Item 5 of the Statement in its entirety and by amending Item 6 by adding the text set forth herein. All items not described herein remain as previously reported in the Statement. Item 5. Interest in Securities of the Issuer. As of October 10, 2003, Careal is the owner of record of 125,813,380 shares of Common Stock representing approximately 21.73% of the Common Stock outstanding, based upon information as to the number of such shares outstanding at October 20, 2003 provided in Computer Associates' quarterly report on Form 10-Q for the quarter ended September 30, 2003. Mr. Haefner is the beneficial owner of such 125,813,380 shares of Common Stock and has sole voting and dispositive power with respect thereto. Other than the 125,813,380 shares of Common Stock owned of record by Careal and beneficially owned by Mr. Haefner, to the best knowledge of Careal, none of its other directors or executive officers are the beneficial owners of, nor do any of them have a right to acquire, directly or indirectly, shares of Common Stock. Except as set forth in Schedule 1 hereto, neither Careal nor Mr. Haefner has effected any transactions in shares of Common Stock in the past 60 days. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. On January 6, 2003, Careal Holding AG (the "Pledgee") and Charles Wang (the "Pledgor") executed a Share Pledge Agreement (the "Pledge Agreement") whereby the Pledgor agreed to pledge 2,636,242 shares of Common Stock (the "Shares") as collateral for a loan extended to the Pledgor by the Pledgee as evidenced by the Loan Agreement, executed on January 10, 2003 (the "Loan Agreement"). The pledged shares represent security on all of the Pledgor's obligations under the Loan Agreement. Under the Pledge Agreement, the Pledgor retains all rights to dividends, and other pecuniary interests in the Shares as long as an Enforcement Event (as defined in the Loan Agreement) has not occurred. Upon the occurrence of such an Enforcement Event, the Pledgee will become entitled to the rights in the Shares, including voting rights, dividend rights and other entitlements. On April 3, 2003, the Pledgee and the Pledgor executed an additional Share Pledge Agreement whereby the Pledgor agreed to pledge 2,681,221 shares of Common Stock as collateral for an additional loan extended to the Pledgor by the Pledgee as evidenced by the loan agreement, executed on April 3, 2003 on substantially similar terms as the Pledge Agreement and the Loan Agreement. - -------------------- ------------ CUSIP No. 204912109 Page 5 of 7 - -------------------- ------------ Signatures ---------- After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct. CAREAL HOLDING AG By: /s/ Walter H. Haefner ------------------------ Name: Walter H. Haefner Title: Chairman and President WALTER H. HAEFNER /s/ Walter H. Haefner --------------------------------- Dated: October 30, 2003 - -------------------- ------------ CUSIP No. 204912109 Page 6 of 7 - -------------------- ------------ Schedule 1 ---------- Sales effected in the past 60 days of Common Stock owned of record by Careal and beneficially owned by Mr. Haefner: Number of Average Price Per Nature of Date Shares Share Transaction ---- ------ ----- ----------- 09/29/03 300,000 $26.3356 Open market purchase 09/30/03 1,163,800 $26.1165 Open market purchase 10/01/03 1,601,400 $26.3948 Open market purchase 10/02/03 472,150 $26.3946 Open market purchase 10/07/03 180,300 $27.5686 Open market purchase 10/08/03 418,800 $28.9937 Open market purchase 10/09/03 5,863,550 $26.5084 Open market purchase 10/10/03 500,000 $25.208 Open market purchase - -------------------- ------------ CUSIP No. 204912109 Page 7 of 7 - -------------------- ------------ INDEX OF EXHIBITS Description ----------- Exhibit 3 Share Pledge Agreement by and between Charles Wang and Careal Holding AG, dated as of January 6, 2003. Exhibit 4 Share Pledge Agreement by and between Charles Wang and Careal Holding AG, dated as of April 3, 2003. EX-3 3 exh3.txt SHARE PLEDGE AGREEMENT Exhibit 3 Share Pledge Agreement by and between Charles B. Wang, 5 Sagamore Hill Road, Oyster Bay, NY 11771, USA (the Pledgor) and Careal Holding AG, Utoquai 49, PO Box 5073, 8022 Zurich, Switzerland (the Pledgee) WHEREAS, (a) the Pledgor and the Pledgee are parties to the Loan Agreement as defined in Section 1; (b) in order to secure the performance of Pledgor's obligations under the Loan Agreement, the Pledgor has agreed to provide a first-priority pledge over his shares of Computer Associates International, Inc. ("CA") as defined in Section 2, to secure the claims of the Pledgee under the Loan Agreement; NOW, THEREFORE, the parties hereby agree as follows: 1. Definitions All terms used herein but not defined shall have the meaning ascribed to them in the Loan Agreement. The following terms used in this Share Pledge Agreement are defined as follows: "Enforcement Event" means the occurrence of an Event of Default, in accordance with Section 7 of the Loan Agreement. "Loan Agreement" means the Loan Agreement dated January 6, 2003 and originally made between the Pledgor as Borrower and the Pledgee as Lender as from time to time modified, supplemented or varied in any manner or respect whatsoever. 2. Pledge of Shares 2.1 Object of Pledge The Pledgor hereby grants a pledge over 2,636,242 shares of common stock of Computer Associates International, Inc. represented by Certificate Nos. NU 118785, NU 119161, NU 118767, NU 108926, NU 60452 (the "Shares") to the Pledgee. 2.2 Secured Claim The pledge over the Shares granted hereby shall serve as a Security for the Pledgee for all the obligations of the Pledgor to the Pledgee under the Loan Agreement in accordance with the terms thereof. 2 / 7 2.3 Transfer of Shares All the original signed stock certificates constituting the pledged Shares shall be accompanied by stock powers duly executed in blank or other instruments of transfer satisfactory in form and substance to Pledgee and by such other instruments or documents as Pledgee may request and shall be delivered to Pledgee on or prior to the execution and delivery of this Agreement. The Pledgee is entitled at any time to place the pledged Shares deposited with third parties in its own custody. 3. Shareholder Rights 3.1 Dividend and other Entitlements Until the occurrence of an Enforcement Event all rights to dividends, and all other pecuniary rights arising out of the Shares (including, without limitation, the preemptive right upon issuance of new shares, the right to be allotted shareholder options, the right to receive a dividend in kind or stock dividend, but not the right to liquidation proceeds upon liquidation of CA) shall remain with the Pledgor. 3.2 Other Shareholder Rights Until the occurrence of an Enforcement Event all other shareholder rights in the Shares, including without limitation voting rights and rights related thereto, shall accrue to the benefit of the Pledgor. The Pledgee undertakes to do all acts and things and to permit all acts and things to be done which are necessary for the Pledgor to exercise its voting rights and rights related thereto. Upon the occurrence of an Enforcement Event the voting rights shall automatically pass to the Pledgee. The Pledgor hereby undertakes to exercise the voting rights in the Shares in a manner consistent with his obligations under the Loan Agreement for the benefit of the Pledgee and in a manner that otherwise will not lead to a material deterioration in value of the Shares. 3 / 7 4. Redelivery of Shares The Shares shall be redelivered to the Pledgor within 5 (five) Business Days only after he is discharged from all of his obligations under the Loan Agreement in accordance with its terms. 5. Enforcement of Pledge Upon the occurrence of an Enforcement Event, the Pledgee shall have the right but not the obligation, after having given the Pledgor 5 (five) Business Days' prior notice thereof, to realize, on the open market, the pledge without regard to the formalities provided in the Swiss Federal Code on Debt Collection and Bankruptcy and to apply the proceeds towards the satisfaction of his secured claims pursuant to Section 2.2. The Pledgee, however, shall be obligated to realize the pledge at fair market value only. Notwithstanding the foregoing and the provision of Article 41 of the Swiss Federal Code on Debt Collection and Bankruptcy, the Pledgee is at the liberty to institute or pursue the regular debt enforcement proceedings without having first realized the Shares or institute proceedings for the realization of the said Security. The Pledgee may choose at its discretion whether to realize the pledge by forced or by private sale. Proceeds from the enforcement of the Shares shall remain pledged in favour of the Pledgee until full repayment of all debts referred to above. Any surplus shall be reimbursed to the Pledgor. 6. Representations and Warranties The Pledgor represents and warrants as follows: (a) the Shares are duly and validly issued by CA; (b) as of execution of this Agreement, the Shares are held by the Pledgor in free and unencumbered property, and are not subject to any security other than as provided in this Share Pledge Agreement; (c) the pledge granted to the Pledgee under this Agreement will create a valid, perfected and enforceable first ranking security interest in the Shares in favour of the Pledgee. 4 / 7 7. Covenants The Pledgor hereby undertakes to the Pledgee, to do as follows for so long as the pledge constituted under this Share Pledge Agreement shall remain in effect: (a) not make or consent to any amendment or other modification or waiver with respect to the Shares; (b) not to sell, transfer, or create a subsequent security on any of the Shares without the prior written consent of the Pledgee; (c) shall at all times during this Agreement, at Pledgor's expense, take all legal or other action which are reasonably necessary to safeguard all of his rights and the rights of the Pledgee under the Shares; (d) upon enforcement of the pledge pursuant to Section 5 hereof to do all acts and things as the Pledgee requires or are necessary or useful, and procure that any and all such acts and things be done, to properly effect any transfer of the Shares to a new owner, free of any security on any of the Shares so transferred. 8. General Provisions 8.1 Effect on Third Parties No person other than the parties hereto shall have any rights or benefits under this Share Pledge Agreement, and nothing in this Share Pledge Agreement is intended to confer on any person other than the parties hereto any rights, benefits or remedies. 8.2 Severability In the event that any one or more of the provisions contained in this Share Pledge Agreement or in any other instrument referred to herein, shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision of this Share Pledge Agreement or any other such instrument. 5 / 7 8.3 Notices All notices, requests, demands and other communications under this Agreement shall be in writing by letter or telefax and shall be addressed to: if to the Lender: ---------------- Walter Haefner, Careal Holding AG, Utoquai 49, PO Box 5073, 8022 Zurich, Switzerland if to the Borrower: ------------------ Charles B. Wang, c/o Ms. Judith Cedeno, Computer Associates International, Inc., One Computer Associates Plaza, Islandia, New York 11775, USA with a copy to: -------------- Robert T. Bell, Park 80 West, Plaza Two, Suite 510, Saddle Brook, New Jersey 07633, USA Han-Hsien Tuan, Yi Tuan & Brunstein, 350 Fifth Avenue, Suite 5411, New York, New York 10118, USA 8.4 Amendments and Waivers This Share Pledge Agreement may only be modified or amended by a document signed by all parties. Any provision contained in this Share Pledge Agreement may only be waived by a document signed by the party waiving such provision. 9. Applicable Law and Jurisdiction This Share Pledge Agreement shall be governed by, and construed in accordance with the substantive laws of Switzerland. All disputes arising out of or in connection with this Share Pledge Agreement shall be settled exclusively before the ordinary courts of the Canton of Zurich, place of jurisdiction being Zurich 1. 6 / 7 01/06/03 01/10/03 ------------------------------ ----------------------------- Place, Date Place, Date Charles B. Wang, as Borrower Careal Holding AG, as Lender /s/ Charles B. Wang /s/ Walter Haefner ------------------------------ ------------------------------ Walter Haefner 7 / 7 EX-4 4 exh4.txt EXHIBIT 4 - SHARE PLEDGE AGREEMENT Exhibit 4 Share Pledge Agreement by and between Charles B. Wang, 1535 Old Country Road, Plainview, NY 11803, USA (the Pledgor) and Careal Holding AG, Utoquai 49, PO Box 5073, 8022 Zurich, Switzerland (the Pledgee) WHEREAS, (a) the Pledgor and the Pledgee are parties to the Loan Agreement as defined in Section 1; (b) in order to secure the performance of Pledgor's obligations under the Loan Agreement, the Pledgor has agreed to provide a first-priority pledge over his shares of Computer Associates International, Inc. ("CA") as defined in Section 2, to secure the claims of the Pledgee under the Loan Agreement; NOW, THEREFORE, the parties hereby agree as follows: 1. Definitions All terms used herein but not defined shall have the meaning ascribed to them in the Loan Agreement. The following terms used in this Share Pledge Agreement are defined as follows: "Enforcement Event" means the occurrence of an Event of Default, in accordance with Section 7 of the Loan Agreement. "Loan Agreement" means the Loan Agreement dated April 3, 2003 and originally made between the Pledgor as Borrower and the Pledgee as Lender as from time to time modified, supplemented or varied in any manner or respect whatsoever. 2. Pledge of Shares 2.1 Object of Pledge The Pledgor hereby grants a pledge over 2,681,221 shares of common stock of Computer Associates International, Inc. represented by Certificate Nos. NU 119282 (representing 1,000,000 shares), NU 119283 (representing 1,000,000 shares), and NU 119284 (representing 1,000,000 shares) (the "Shares") to the Pledgee. The Pledgor shall have the right to deliver to the Pledgee a Certificate representing 681,221 shares of common stock of Computer Associates International, Inc. in exchange for the Certificate No. NU 119284. 2 | 7 2.2 Secured Claim The pledge over the Shares granted hereby shall serve as a Security for the Pledgee for all the obligations of the Pledgor to the Pledgee under the Loan Agreement in accordance with the terms thereof. 2.3 Transfer of Shares All the original signed stock certificates constituting the pledged Shares shall be accompanied by stock powers duly executed in blank or other instruments of transfer satisfactory in form and substance to Pledgee and by such other instruments or documents as Pledgee may request and shall be delivered to Pledgee on or prior to the execution and delivery of this Share Pledge Agreement. The Pledgee is entitled at any time to place the pledged Shares deposited with third parties in its own custody. 3. Shareholder Rights 3.1 Dividend and other Entitlements Until the occurrence of an Enforcement Event all rights to dividends, and all other pecuniary rights arising out of the Shares (including, without limitation, the pre-emptive right upon issuance of new shares, the right to be allotted shareholder options, the right to receive a dividend in kind or stock dividend, but not the right to liquidation proceeds upon liquidation of CA) shall remain with the Pledgor. 3.2 Other Shareholder Rights Until the occurrence of an Enforcement Event all other shareholder rights in the Shares, including without limitation voting rights and rights related thereto, shall accrue to the benefit of the Pledgor. The Pledgee undertakes to do all acts and things and to permit all acts and things to be done which are necessary for the Pledgor to exercise its voting rights and rights related thereto. Upon the occurrence of an Enforcement Event the voting rights shall automatically pass to the Pledgee. The Pledgor hereby undertakes to exercise the voting rights in the Shares in a manner consistent with his obligations under the Loan Agreement for the benefit of the Pledgee and 3 | 7 in a manner that otherwise will not lead to a material deterioration in value of the Shares. 4. Redelivery of Shares The Shares shall be redelivered to the Pledgor within 5 (five) Business Days only after he is discharged from all of his obligations under the Loan Agreement in accordance with its terms. 5. Enforcement of Pledge Upon the occurrence of an Enforcement Event, the Pledgee shall have the right but not the obligation, after having given the Pledgor 5 (five) Business Days' prior notice thereof, to realize, on the open market, the pledge without regard to the formalities provided in the Swiss Federal Code on Debt Collection and Bankruptcy and to apply the proceeds towards the satisfaction of his secured claims pursuant to Section 2.2. The Pledgee, however, shall be obligated to realize the pledge at fair market value only. Notwithstanding the foregoing and the provision of Article 41 of the Swiss Federal Code on Debt Collection and Bankruptcy, the Pledgee is at the liberty to institute or pursue the regular debt enforcement proceedings without having first realized the Shares or institute proceedings for the realization of the said Security. The Pledgee may choose at its discretion whether to realize the pledge by forced or by private sale. Proceeds from the enforcement of the Shares shall remain pledged in favour of the Pledgee until full repayment of all debts referred to above. Any surplus shall be reimbursed to the Pledgor. 6. Representations and Warranties The Pledgor represents and warrants as follows: (a) the Shares are duly and validly issued by CA and do not contain any restrictive legend; (b) as of execution of this Agreement, the Shares are held by the Pledgor in free and unencumbered property, and are not subject to any security other than as provided in this Share Pledge Agreement; 4 | 7 (c) the pledge granted to the Pledgee under this Agreement will create a valid, perfected and enforceable first ranking security interest in the Shares in favour of the Pledgee. 7. Covenants The Pledgor hereby undertakes to the Pledgee, to do as follows for so long as the pledge constituted under this Share Pledge Agreement shall remain in effect: (a) not make or consent to any amendment or other modification or waiver with respect to the Shares; (b) not to sell, transfer, or create a subsequent security on any of the Shares without the prior written consent of the Pledgee; (c) shall at all times during this Agreement, at Pledgor's expense, take all legal or other action which are reasonably necessary to safeguard all of his rights and the rights of the Pledgee under the Shares; (d) upon enforcement of the pledge pursuant to Section 5 hereof to do all acts and things as the Pledgee requires or are necessary or useful, and procure that any and all such acts and things be done, to properly effect any transfer of the Shares to a new owner, free of any security on any of the Shares so transferred. 8. General Provisions 8.1 Effect on Third Parties No person other than the parties hereto shall have any rights or benefits under this Share Pledge Agreement, and nothing in this Share Pledge Agreement is intended to confer on any person other than the parties hereto any rights, benefits or remedies. 8.2 Severability In the event that any one or more of the provisions contained in this Share Pledge Agreement or in any other instrument referred to herein, shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision of this Share Pledge Agreement or any other such instrument. 5 | 7 8.3 Notices All notices, requests, demands and other communications under this Agreement shall be in writing by letter or telefax and shall be addressed to: if to the Lender: ---------------- Walter Haefner, Careal Holding AG, Utoquai 49, PO Box 5073, 8022 Zurich, Switzerland if to the Borrower: ------------------ Charles B. Wang, c/o Ms. Judith Cedeno, Computer Associates International, Inc., One Computer Associates Plaza, Islandia, New York 11775, USA with a copy to: -------------- Robert T. Bell, Park 80 West, Plaza Two, Suite 510, Saddle Brook, New Jersey 07633, USA Han-Hsien Tuan, Yi Tuan & Brunstein, 350 Fifth Avenue, Suite 5411, New York, New York 10118, USA 8.4 Amendments and Waivers This Share Pledge Agreement may only be modified or amended by a document signed by all parties. Any provision contained in this Share Pledge Agreement may only be waived by a document signed by the party waiving such provision. 9. Applicable Law and Jurisdiction This Share Pledge Agreement shall be governed by, and construed in accordance with the substantive laws of Switzerland. All disputes arising out of or in connection with this Share Pledge Agreement shall be settled exclusively before the ordinary courts of the Canton of Zurich, place of jurisdiction being Zurich 1. 6 | 7 Plainview N.Y. 04/03/03 Zurich, 04/03/03 ------------------------------ ------------------------------ Place, Date Place, Date Charles B. Wang, as Pledgor Careal Holding AG, as Pledgee /s/ Charles B. Wang /s/ Walter Haefner ------------------------------ ------------------------------ Walter Haefner 7 | 7 -----END PRIVACY-ENHANCED MESSAGE-----