-----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, CUCgKqpVHX8oF2ieZeaMMbuZTtOpH98Q10jdSmtQwzNEuC+UlKo4TvsxxZKkUqYB ZOMkWiBY7ZGivcxxQ6XGwQ== 0001021408-01-502555.txt : 20010626 0001021408-01-502555.hdr.sgml : 20010626 ACCESSION NUMBER: 0001021408-01-502555 CONFORMED SUBMISSION TYPE: DFAN14A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20010625 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: DFAN14A SEC ACT: SEC FILE NUMBER: 001-09247 FILM NUMBER: 1666963 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: RANGER GOVERNANCE LTD CENTRAL INDEX KEY: 0001143151 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 752942341 STATE OF INCORPORATION: TX FILING VALUES: FORM TYPE: DFAN14A BUSINESS ADDRESS: STREET 1: 300 CRESCENT CT STREET 2: STE 1000 CITY: DALLAS STATE: TX ZIP: 75201 BUSINESS PHONE: 2148804070 MAIL ADDRESS: STREET 1: 300 CRESCENT CT STREET 2: STE 1000 CITY: DALLAS STATE: TX ZIP: 75201 DFAN14A 1 ddfan14a.txt SOLICITING MATERIAL PURSUANT TO RULE 14A-12 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 [_] Definitive Proxy Statement (as permitted by Rule 14a-6(e)(2)) [_] Definitive Additional Materials [X] Soliciting Material Pursuant to Rule 14a-12 COMPUTER ASSOCIATES INTERNATIONAL, INC. (Name of Registrant as Specified in its Charter) RANGER GOVERNANCE, LTD. (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:________ (2) Aggregate number of securities to which transaction applies:___________ (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):_____________ (4) Proposed maximum aggregate value of transaction:_______________________ (5) Total fee paid:________________________________________________________ [_] 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:________________________________________________ (2) Form, Schedule or Registration Statement No.:__________________________ (3) Filing Party:__________________________________________________________ (4) Date Filed:____________________________________________________________ EXPLANATORY NOTE Ranger Governance, Ltd., a Texas limited partnership ("Ranger"), is filing the material 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. INFORMATION REGARDING PARTICIPANTS The following persons are participants in the solicitation of proxies (the "Solicitation") in support of electing the nominees of Ranger Governance, Ltd., a Texas limited partnership ("Ranger"), to the board of directors of Computer Associates International, Inc. ("Computer Associates") at the 2001 annual meeting of stockholders of Computer Associates: (i) Ranger; (ii) Ranger GP Governance, L.L.C., a Texas limited liability company and the general partner of Ranger; (iii) Sam Wyly, a limited partner of Ranger and Manager of Ranger GP Governance, L.L.C.; (iv) Charles Wyly, a limited partner of Ranger; and (iv) Ranger's nominees to Computer Associates' board of directors. Ranger's nominees are Robert E. Cook, Mark Cuban, Dixon Doll, Dr. Wendy L. Gramm, Stephen R. Perkins, Cece Smith, Elizabeth VanStory and Sam Wyly. Ranger, Ranger GP Governance, L.L.C., Sam Wyly and Charles Wyly have interests in the Solicitation from either direct or indirect beneficial ownership of the common stock of Computer Associates as set forth below. PARTICIPANT BENEFICIAL OWNERSHIP OF SECURITIES OF COMPUTER ASSOCIATES 2 Name Amount and Nature of ---- Beneficial Ownership -------------------- ENTITIES Ranger Governance, Ltd. 1,479,025 Ranger GP Governance, L.L.C. 1,479,025 INDIVIDUALS Robert E. Cook 0 Mark Cuban 0 Dixon Doll 0 Wendy L. Gramm 0 Stephen R. Perkins 0 Cece Smith 0 Elizabeth Ann VanStory 0 Charles Wyly 636,807 Sam Wyly 1,479,025 Participants who are Ranger nominees are expected to receive customary compensation from Computer Associates in exchange for their services as directors, if elected. Ranger will pay each Ranger nominee (other than Sam Wyly) any out-of-pocket expenses that arise from investigating or defending any claim brought against the Ranger nominee for his or her actions taken in connection with the Solicitation. If elected, each Ranger nominee (other than Sam Wyly) will be entitled to receive from Ranger any gain that may result from the exercise, on or prior to October 6, 2006, of certain Computer Associates options held by Ranger. IMPORTANT INFORMATION Ranger plans to file a proxy statement with the Securities and Exchange Commission relating to Ranger's solicitation of proxies from the stockholders of Computer Associates with respect to the Computer Associates 2001 annual meeting of stockholders. RANGER ADVISES SECURITY HOLDERS TO READ RANGER'S PROXY STATEMENT WHEN IT BECOMES AVAILABLE, BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION. Ranger's proxy statement will be available for free at www.sec.gov, along with any other relevant documents, including the soliciting material that identifies the participants in Ranger's solicitation and describes their interests. You may also obtain a free copy of Ranger's proxy statement, when it becomes available, by writing to Ranger at 300 Crescent Court, Suite 1000, Dallas, Texas 75201, calling Morrow & Co., Inc. at (212) 754-8000 or visiting Ranger's web site at www.rangergov.com. 3 -----END PRIVACY-ENHANCED MESSAGE-----