Wyly files preliminary proxy statement with SEC

Computer Associates International Inc. (CA) shareholder Sam Wyly on Monday took the next step in his battle to gain control of the software giant by filing a preliminary proxy statement that could be used to unseat the company's current board of directors.

Wyly's investment group, called Ranger Governance Ltd., sent its proxy statement to the U.S. Securities and Exchange Commission for review and approval. If cleared by the SEC, the proxy will then be mailed to CA shareholders before the company's annual meeting on Aug. 29. The proxy statement contains a list of proposed board of directors, including Wyly, that Ranger Governance suggests should replace CA's current directors. Wyly has accused that board, which is up for re-election this year, and CA's top executives of mismanaging the company and deflating its stock's value. Results of the board of directors' election will be announced at the Aug. 29 meeting.

"The Ranger Governance nominees provide Computer Associates' shareholders with the opportunity to elect a Board of Directors whose top priority will be to maximize shareholder value," Wyly said in a written statement.

On Monday Ranger Governance also published an open letter to CA customers in the newspaper USA Today. In the letter, Wyly outlined his goals for CA products and customer service, should he win the proxy fight and become chairman of the company's board. These include understanding customer needs, driving innovation, delivering products and services on time, extending mainframe-based CA software to the Internet, and splitting the vendor into four product-focused companies.

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