DFAN14A 1 ddfan14a.txt DEFINITIVE ADDITIONAL MATERIALS 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 [X] Definitive Additional Materials [ ] 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 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 ----------------- Ranger press release, dated as of August 10, 2001................ Item 1 Selected information used in Ranger's Solicitation............... Item 2 Content of Item 1 ----------------- For Immediate Release --------------------- RANGER GOVERNANCE ISSUES STATEMENT REGARDING ISS RECOMMENDATION FOR COMPUTER ASSOCIATES BOARD Dallas, TX, August 10, 2001 - Ranger Governance, Ltd. today issued the following statement regarding Institutional Shareholder Services' (ISS) recommendation on the election of directors at Computer Associates' (NYSE: CA) annual meeting of shareholders on August 29, 2001: "We are disappointed that ISS has endorsed the incumbent board of a company we believe is not growing in any meaningful way. We believe that the board and management of Computer Associates need to change in order to improve the company's performance, culture and growth. We believe our message of corporate governance, accountable and flexible management and enhancement of shareholder value is being heard by shareholders." Ranger noted that ISS indicated that: "Mr. Wyly and his colleagues have mounted a credible case for change at CA, and now offer shareholders a business model that has clearly worked in the past. The dissidents have also put together an `all-star' board whose credentials are nearly unimpeachable to oversee the implementation of Ranger's plan for CA."* "[Wyly] has come up with a fairly detailed alternative to management's plan. Furthermore, his strategy appears well- tailored to remedy some of the fundamental weaknesses of CA's business in the past, customer-centric as it is (the plan also would allow customers to buy only those CA products they truly want and need, addressing previous complaints that many CA customers were forced to buy products that they never used, or `shelf-ware')."* About Ranger Governance, Ltd. Ranger Governance is a Dallas-based investment company created by entrepreneurs Sam Wyly and Charles Wyly, and an affiliate of Ranger Capital Group, a multi- manager investment fund also based in Dallas. On July 27, 2001, Ranger Governance filed a definitive proxy statement with the Securities and Exchange Commission in connection with Ranger's solicitation of proxies to elect its director nominees at the 2001 annual stockholders meeting of Computer Associates and has mailed copies to stockholders. Ranger is proposing a comprehensive restructuring plan which it believes will maximize shareholder value, position Computer Associates for future growth, and dramatically improve its relations with customers, employees and investors. Ranger urges stockholders to read its proxy statement because it contains important information. More information about Ranger Governance and copies of its definitive proxy statement are available at www.rangergov.com. Copies of Ranger's definitive proxy statement and other Ranger soliciting materials are also available at the Securities and Exchange Commission's website at www.sec.gov. *Proxy Analysis: Computer Associates International, Inc., August 10, 2001 (Permission to use quotations neither sought nor obtained) Contact: Media: Investors: Dan Katcher/Joele Frank Morrow & Co., Inc. Joele Frank, Wilkinson Brimmer Katcher (212) 754-8000 (212) 355-4449 # # # Item 2 ------ Ranger is using the following information in its Solicitation, which was obtained via http://www.ca.com/offices/usa/region11.htm: CALIFORNIA (ALAMEDA) 1201 MARINA VILLAGE PKY P O BOX 4026 ALAMEDA, CA 94501-1046 510-769-1400 CALIFORNIA (HUNTINGTON BEACH) 7755 CENTER AVE. SUITE 760 HUNTINGTON BEACH, CA 92647-3007 714-895-3018 CALIFORNIA (INGLEWOOD) 9800 LA CIENEGA BLVD. SUITES 600 INGLEWOOD, CA 90301 310-670-6500 CALIFORNIA (IRVINE) 19100 VON KARMAN SUITE 900 IRVINE, CA 92612 949-797-2750 CALIFORNIA (REDWOOD CITY) 555 TWIN DOLPHIN DR. SUITE 400 REDWOOD CITY, CA 94065 650-591-8200 CALIFORNIA (SANTA BARBARA) 6500 HOLLISTER AVE. SUITE 150 SANTA BARBARA, CA 93117 805-562-9959 CALIFORNIA (SAN RAFAEL) 120 STONYPOINT ROAD 2ND FLOOR, SUITE 200 SANTA ROSA, CA 95401 707-284-7500 CALIFORNIA (SANTA ROSA) 3558 ROUND BARN BLVD. SUITE 101 SANTA ROSA, CA 95403 707-528-6560 CALIFORNIA (NAPA) 5 FINANCIAL PLAZA SUITE 106 NAPA, CA 94558 707-255-8000 CALIFORNIA (PLEASANTON) 6700 KOLL CENTER PARKWAY 300 PLEASANTON, CA 94566 925-461-2625 CALIFORNIA (RANCHO CORDOVA) 10811 INTERNATIONAL DRIVE RANCHO CORDOVA, CA 95670 916-463-8500 CALIFORNIA (SAN BERNARDINO) 625 E. CARNEGIE DRIVE SUITE 100 SAN BERNARDINO, CA 92408-3510 909-889-2663 CALIFORNIA (SAN DIEGO) 9740 SCRANTON RD. SUITE 200 SAN DIEGO, CA 92121-1745 858-452-0170 CALIFORNIA (SAN RAFAEL) 4040 CIVIC CENTER DRIVE SUITE 400 SAN RAFAEL, CA 94903 415-507-7300 CALIFORNIA (SAN JOSE) 2044 CONCOURSE DR. SAN JOSE, CA 95131 408-965-8800 CALIFORNIA (WESTLAKE VILLAGE) 340 N. WESTLAKE BLVD. SUITES 112, 120,155 WESTLAKE VILLAGE, CA 91362 805-494-4449 CALIFORNIA (WEST HILLS) 8511 FALLBROOK AVENUE WEST HILLS, CA 91304 818-593-0300