Wyly changes CA challenge tactics

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Wyly changes CA challenge tactics

Sam Wyly has announced a change of tack in his attempt to gain control over Computer Associates' board of directors.

In a move which changes the tone of a competition which Wyly had looked increasingly likely to lose, his group of dissidents announced it would now be seeking minority representation rather than a wholesale ousting of the current management.

Last week, the institutional investor advisory firms Proxy Monitor and Institutional Shareholder Services (ISS) issued reports urging shareholders to vote in favour of the CA incumbents. Both firms sharply criticised the current management team, however, with ISS noting that a minority raft of dissident directors "would likely merit support even today".

Wyly himself is no longer seeking a seat on CA's board. Ranger Governance - the investment firm which Wyly is using as a vehicle for his proxy bid - is now backing four of the original 10 nominees. They are Cece Smith, the former chairman of the Federal Reserve Bank of Dallas, Elizabeth VanStory, the former president of iMotors.com and vice-president of OfficeDepot.com, Richard Agnich, previously a top executive with Texas Instruments, and Stephen Perkins, the co-founder of Sterling Commerce.

Ranger Governance is attempting to replace Charles Wang, the CA chairman and founder, and Russell Artzt, the company's executive vice-president, as well as directors Alfonse D'Amato, a former US Senator, and Willem de Vogel. The group is no longer targeting CEO Sanjay Kumar.

Perkins confirmed that Ranger Governance had reconsidered its tactics after considering the findings of last Friday's ISS report.

Owen Blicksilver, a spokesman for CA, said the company was "unconcerned" about Wyly's new strategy, calling it a "last-ditch, desperate tactic to prolong this proxy battle".

"We view Mr Wyly's decision to drop out as recognition on his part that his plan for CA was misguided, and that his own corporate governance history made him unelectable," he added.

Wyly has been criticised by analysts and investors for his leadership of the crafts retailer Michaels Stores. He recently handed in the reigns as chairman of Michaels, turning the position over to his brother, Charles Wyly, ostensibly to devote more time to the CA proxy fight.

Ranger Governance was buoyed yesterday when the California Public Employees' Retirement System (CPERS) said it would cast its 3.12 million shares for the dissident group. The shares represent just 0.5% of CA's outstanding stock, but CPERS is often viewed as an accurate barometer of opinion among institutional investors.

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