Voice Support for Top Executives
By DESIREE J. HANFORD
DOW JONES NEWSWIRES
The eight independent directors of Computer
Associates International Inc. voiced their support for the
company's management after a letter from an investment group last
month requested that the directors fire the software maker's top three
Although the directors share the same concerns as
Ranger Governance Ltd. about Computer Associates' recent stock
performance, they wrote in a letter dated April 11 that they disagree
with the conclusions made in Ranger's March 25 letter. Also, they
wrote that the claims Ranger has made are harmful to Computer
In the March letter, Ranger Governance Managing
Partner Stephen Perkins requested that Computer Associates Chairman
Charles Wang, Chief Executive Sanjay Kumar and Chief Financial Officer
Ira Zar be fired. Mr. Perkins, who stated that Ranger has three
million options for $30 million of Computer Associates Stock, cited a
lack of integrity and failure of performance at Computer Associates in
making the request.
Ranger Governance is an investment arm of Ranger
Capital Group, a hedge fund run by Texas investor Sam Wyly. Both
companies are located in Dallas. Mr. Wyly failed in his efforts to get
his own group of four directors on Computer Associates' 10-member
board in August.
Computer Associates, Islandia, N.Y., had no comment
on the letter from the directors, an outside spokesman for the company
said. Mr. Perkins couldn't be reached for comment.
In their letter, which was posted on Computer
Associates' home page, the directors wrote that Computer Associates is
adding new customers, increasing sales to existing ones and pursuing a
new business model that will give the company a competitive advantage.
Computer Associates doesn't tolerate unethical behavior from any of
its employees, and the company treats employees fairly, they wrote.
Also, the eight directors wrote that they have
reviewed the company's accounting practices, and that they and the
company's independent auditor find those practices "appropriate and
The directors declined to meet with Mr. Perkins to
talk about removing Messrs. Wang, Kumar and Zar, a request Mr. Perkins
made in his letter.
Seperately, a joint Justice Department/Securities and
Exchange Commission probe of the big software maker is focused on
whether it improperly boosted its financial results to help produce $1
billion in stock awards for the company's top three executives in
1998, say people familiar with the matter.
Write to Desiree J. Hanford at
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Updated April 12, 2002 5:45 p.m. EDT