Wyly launches new bid to topple CA management

Texas billionaire Sam Wyly has launched a new assault against the top managers of Islandia, N.Y.-based Computer Associates International Inc.

Wyly has called for the replacement of CA co-founder and Chairman Charles B. Wang, President and CEO Sanjay Kumar and Chief Financial Officer Ira H. Zar, and directors Alfonse D'Amato, Willem F. P. De Vogel and Russell M. Artzt with a slate of candidates nominated by his venture capital firm, Ranger Governance Ltd.

This is the second time Wyly and his company have tried to topple CA's top officers. Last summer, shareholders overwhelmingly voted to re-elect CA's board, defeating the Wyly slate.

According to a statement on Ranger's Web site, CA's top managers haven't addressed complaints Wyly raised in the first proxy contest, which included the poor performance of CA stock.

"As a result, Ranger has no confidence in the willingness or ability of Computer Associates' current senior management and board of directors to implement changes that Ranger believes are necessary to improve Computer Associates' financial performance and increase stockholder value," said the statement, a preliminary draft of Ranger's proposed proxy statement.

In a statement on its Web site, CA said Wyly's latest bid to wage a proxy fight isn't in the best interest of shareholders.

"The fact is that CA is delivering on the commitments made last year, and most observers agree CA's business model is working well and delivering sustainable competitive advantage," the statement said.

CA said it reasserted its commitment to its managers in a letter sent to Wyly in April, after he had criticized the management team.

CA concluded the statement by saying it would oppose Wyly's nominees.

Wyly has nominated the following people:

-- Richard J. Agnich of Dallas, a former senior vice president, secretary and general counsel at Texas Instruments Inc.

-- Max D. Hopper of Dallas, president of Max D. Hopper Associates Inc., an IT consulting firm.

-- Stephen R. Perkins of Dallas, a managing director and president of Ranger Governance.

-- Ronald J. Robinson of College Station, Texas, professor and department head of the Harold Vance Department of Petroleum Engineering at Texas A&M University.

-- Cece Smith of Addison, Texas, a general partner of Phillips-Smith-Machens Venture Partners.

This latest battle comes in a year that saw Wyly's first gambit against the managers, investigations by the U.S. Securities and Exchange Commission and a lowering of the company's bond rating.

The CA annual meeting is scheduled for August 28.

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