CA Calls Proxy Battle Waste of Time

Computer Associates International Inc. executives said Sunday that Sam Wyly’s battle for control of the world’s No. 4 software maker is a waste of time and opportunistic, draining their attention away from daily business when U.S. technology spending founders.

“It’s unfortunate that this is happening at this time,” Computer Associates Chairman Charles Wang told an audience of customers attending the CA World conference in Orlando, Fla. “The timing obviously is not very good.”

Wyly, a Texas billionaire who founded two software companies that eventually were sold to Computer Associates, is waging a war to oust Wang and Chief Executive Sanjay Kumar.

On Friday, Wyly and his group, Ranger Governance Ltd., filed a proxy statement with the Securities and Exchange Commission, detailing a campaign to ask shareholders to vote on Aug. 29 to replace Computer Associates’ board with a slate of Wyly’s own candidates.

The new board would then oust Kumar and replace Wang with Wyly.

“The Ranger team has a proven track record of growing software companies and increasing shareholder value,” a Ranger spokesman told Reuters. “We’re confident that’s what our plan will do for CA following the vote on Aug. 29.”

“He has the right to go ahead and solicit votes and so forth,” Wang said. “We think it’s a big waste of time given what we have accomplished.”

Since announcing his intention on June 1 to wage the battle for CA, Wyly repeatedly has accused the leadership of Islandia, N.Y.-based Computer Associates of creating a listless share price and a corporate culture that mistreats customers and shareholders alike.

The company has attacked Wyly’s accusations and filed a lawsuit against him.

Wang and Kumar said that since the formation of the company 25 years ago, the shares have mushroomed 1,400%.

Additionally, since the beginning of the year, the price has increased 17%, when those of most other software companies have dived, CA said.

Computer Associates’ team has the support of its largest shareholder, Walter Haefner, who owns 21% of the company. The board and management own about 10%.

Wyly has said he began the fight with an equal amount of support. The winner needs to capture 51% of the voting shares.

According to SEC documents, Wyly owns 100 shares and holds about 1.497 million in options, which are not exercisable to be converted into stock until 2006.

Wyly will use the options, which hold no voting power, as incentives to the board, which shares the options, according to the documents.

“We will work very hard to communicate our message to all shareholders, whether they own 100 shares like Mr. Wyly or 20% of the shares like Mr. Haefner,” Kumar said.

Shares of Computer Associates closed down $1.88, or 5.6%, at $32.02, on the New York Stock Exchange Friday.

Last year, Computer Associates purchased Sterling Software, of which Wyly was chairman, for $4 billion in stock.

Thirteen years earlier, CA bought University Computing, which Wyly founded.

Wyly was not with the company when it was sold for $840 million in stock in 1987. As a University Computing engineer, Kumar then became a CA employee.

“Mr. Wyly didn’t run Sterling Software,” Kumar told the audience.

“There are many Sterling Software employees who are now CA employees. You should ask them how many times they saw Mr. Wyly in their careers at Sterling. I think you’ll get a pretty good sense of what he knows about the software business.”