-----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, VUuqd5+P9DUpOvuluRRxJnYb/rz/0+QSS7KEMYH6rogJPj8dh82aiPclmk3MzOIx JpGt1q9AKgBGWNWzB164uA== 0000897226-04-000253.txt : 20040816 0000897226-04-000253.hdr.sgml : 20040816 20040816161633 ACCESSION NUMBER: 0000897226-04-000253 CONFORMED SUBMISSION TYPE: PX14A6G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20040816 EFFECTIVENESS DATE: 20040816 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: PX14A6G SEC ACT: 1934 Act SEC FILE NUMBER: 001-09247 FILM NUMBER: 04978934 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: PRIVATE CAPITAL MANAGEMENT CENTRAL INDEX KEY: 0000897226 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] IRS NUMBER: 593654603 STATE OF INCORPORATION: FL FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: PX14A6G BUSINESS ADDRESS: STREET 1: 8889 PELICAN BAY BLVD STREET 2: STE 500 CITY: NAPLES STATE: FL ZIP: 34108 BUSINESS PHONE: 9412542525 MAIL ADDRESS: STREET 1: 8889 PELICAN BAY BLVD STREET 2: STE 500 CITY: NAPLES STATE: FL ZIP: 34108 FORMER COMPANY: FORMER CONFORMED NAME: PRIVATE CAPITAL MANAGEMENT INC /FL DATE OF NAME CHANGE: 19950223 PX14A6G 1 ca.txt August 6, 2004 Mr. Kenneth D. Cron Computer Associates International, Inc. One Computer Associates Plaza Islandia, New York 11749 Dear Ken: I am writing to convey our thoughts regarding the shareholder proposal submitted by Amalgamated Bank Long View Collective Investment Fund for consideration at Computer Associates' August 25th shareholders meeting. As you are aware, clients of Private Capital Management have been investors in Computer Associates since June 2000. We currently hold voting authority over shares in excess of 10% of the company's outstanding stock. We agree in spirit with Amalgamated's concern. Since the company's policies specifically endeavor to link corporate performance to executive compensation, it is reasonable and appropriate to expect the Board to review remuneration achieved under false or misleading circumstances and take appropriate action. We, however, disagree with the concept of a mandatory recoupment policy and therefore plan to vote against the proposal. Given the company's difficult recent history, we are particularly concerned with the proposal's potentially deleterious impact on employee morale. The requirement to recoup "all such bonuses or awards to the extent that specified performance targets were not achieved" would imperil employee bonus payments that were not directly related to the historical accounting impropriety or were made to personnel who acted wholly in good faith. Such a policy would engender financial uncertainties for existing and prospective employees that do not exist at competing technology companies, impairing the company's ability to attract and retain the best personnel. We are also concerned that a mandatory recoupment policy could create a financial disincentive for senior executives to aggressively confront and correct inappropriate behavior, past, present or future. In contrast, we believe the Board should foster a culture that requires and rewards prompt, immediate and forthright disclosure. We understand that the Board intends to review the appropriateness of compensation paid to certain company officers and, upon reaching fact-based conclusions, will act in a fashion consistent with its fiduciary duties. Moreover, we believe that the Board has faithfully served shareholder interests during this recent period of difficulties. Therefore, we believe Amalgamated's mandatory recoupment proposal is unnecessary, unproductive and potentially damaging to shareholders' long-term interests. Best regards, Gregg J. Powers President -----END PRIVACY-ENHANCED MESSAGE-----