By CARL CORRY

 

Long Island Business News

 

Friday, August 31, 2001

 

HAUPPAUGE - At 11:05 Wednesday morning, in a jam-packed Wyndham Wind Watch Hotel conference room, Computer Associates International Inc. Secretary Michael McElroy interrupted the start of the company's annual shareholders meeting's question-and-answer session with a statement:

 

"The entire Computer Associates slate of nominees has been re-elected."

 

With that, the room filled largely with CA shareholders from Long Island, many of them clad in polo shirts and khaki pants, erupted into a standing ovation. It marked the end of a bitter summer-long proxy battle over the future of the world's fourth-largest software maker.

 

Chairman Charles Wang and the entire slate of 10 CA board members defeated Texas billionaire Sam Wyly's Ranger Governance slate of four candidates, who once proposed to split the Islandia company into four parts.

 

McElroy added that based on an estimate by CA's proxy solicitation advisors, all of CA's nominees re-ceived at least 75 percent of the shares voted for the candidates nominated.

 

Final voting results will be announced in two or three weeks, CA said.

 

Even before McElroy's statement, the Ranger group seemed to expect that it was about to lose. In a short speech, board nominee Steve Perkins said the group was "proud of the role that Ranger has played" in getting Computer Associates to increase its attention on much-publicized customer service and employee problems.

 

"We've achieved much of what we set out to do," Perkins said, noting the company's better communication with shareholders and its commitment to add more independent board members. "Whatever the outcome, this was an unequivocal victory for shareholders ...This is a great company and we believe it has significant untapped value."

 

Minutes before McElroy announced the contest's preliminary results, CEO and President Sanjay Kumar vented his outrage regarding comments against Wang in the past several weeks. Wang's credibility became the central factor the proxy fight after Ranger switched two weeks ago from a 10-person slate to a four-person slate without Wyly.

 

"For me, it's been a very difficult time because of the rhetoric and negative energy that has been focused on our founder Charles Wang," Kumar said.

 

He said he had debated whether to talk about the issue in public and, up until that point, had taken Wang's advice to keep mum.

 

"It has been extremely, extremely unfair of certain institutions and certain people to pick apart and to tear down 25 years of success. There's not one person who has built it and not one person that has broken it down. No one is going to divide this team. We will continue to do the best that we can."

 

But their backing wasn't enough to convince the majority of shareholders, many of whom said at the meeting they are happy with the company's overall performance.

 

"We should get down on our hands and knees and kiss the ground that they walk on," said Teaneck, N.J., shareholder Lester Miller.

 

"They've done a good job," said John Carvicato of Smithtown, who has owned shares of CA for five years. "They've had some problems, but I'm guessing they can come out if it looking like shining stars."