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Wyly cuts CA board nominees
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August 16, 2001: 7:48 p.m. ET
Financier Sam Wyly cuts number of nominees for Computer Associates board
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NEW YORK (CNNfn) - Billionaire investor Sam Wyly is backing off on plans to take control of software maker Computer Associates and will now seek a minority slate of four nominees, removing his name from the ballot.
Wyly's Rangers Governance Ltd. said it is nominating four directors in the Aug. 29 shareholder election who "are committed to Ranger's plan for increasing the independence of CA's Board of Directors, accelerating the company's growth and creating greater value for CA shareholders."
The upstart bidder also said it would seek to remove Computer Associates Chairman Charles Wang but won't challenge Chief Executive Officer Sanjay Kumar's board seat.
Wyly said in a statement reaction the governance community and investors has been "extremely positive" but "upon reflection Ranger and its nominees have agreed to put forth four strong nominees."
Computer Associates said Wyly's changes suggest his bid for the company is failing.
"Mr. Wyly has recognized his plan for Computer Associates was misguided and his record of corporate governance made him unelectable," said CA spokeswoman Jeanne Donovan. "This is sort of his last-ditch effort."
In a separate statement, Ranger said the California Public Employees Retirement System, the nation's largest public pension fund, endorsed its nominees. However, Calpers owns less than 1 percent of Computer Associates' stock.
Computer Associates (CA: Research, Estimates) makes software for mainframe computers. The company's stock was stagnant during the long technology boom, and it was accused of overstating revenue and cash flow for several years.
But Wyly's proxy bid was damaged when the largest shareholder, Swiss investor Walter Haefner, with about 21 percent of all shares, indicated he would support management. The challenger was staggered again in the last week when Institutional Shareholder Services and Proxy Monitor Inc., which advise big investors how to vote in proxy fights, sided with management.
Ranger's new slate consists of Cece Smith, a venture capitalist and former chairman of the Federal Reserve Bank of Dallas; Elizabeth VanStory, former president of iMotors.com, General Motors' Internet-sales arm; retired Texas Instruments executive Richard Agnich and Stephen Perkins, who helped Wyly found Sterling Commerce, a software company they sold to Computer Associates last year for $4 billion.
Wyly and Mark Cuban, an Internet entrepreneur and owner of the Dallas Mavericks basketball team, were among those dropped from the Ranger lineup.
If the slate wins, Ranger said, its nominees would replace Wang and executive vice president Russell Artzt, former U.S. Senator Alfonse D'Amato and Willem de Vogel as directors.
In trading Thursday, Computer Associates shares rose 9 cents to close at $33.53. 
-- from staff and wire reports
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