UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
June 29, 1999
Date of Report: (Date of earliest event reported)
Computer Associates International, Inc.
(Exact Name of Registrant as Specified in Charter)
Delaware 1-9247 13-2857434
(State or Other Jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.
One Computer Associates Plaza, Islandia, New York 11749
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (516) 342-5224
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Item 4. Changes in Registrant's Certifying Accountants.
Ernst & Young LLP was previously the principal accountants for Computer
Associates International, Inc. (the "Registrant"). On June 29, 1999, Ernst &
Young LLP's appointment as principal accountants was terminated and KPMG LLP was
engaged as principal accountants. The decision to change accountants was
approved by the audit committee and the full board of directors of the
Registrant.
During the Registrant's two most recent fiscal years ended March 31, 1999, and
the subsequent interim period through June 29, 1999, there were no disagreements
between the Registrant and Ernst & Young LLP on any matter of accounting
principles or practices, financial statement disclosure, or auditing scope or
procedures, which disagreements if not resolved to their satisfaction would have
caused them to make reference in connection with their opinion to the subject
matter of the disagreement.
None of the "reportable events" described under Item 304(a)(1)(v) of Regulation
S-K occurred within the Registrant's two most recent fiscal years and the
subsequent interim period through June 29, 1999.
The audit reports of Ernst & Young LLP on the consolidated financial statements
of Computer Associates International, Inc. and subsidiaries as of and for the
fiscal years ended March 31, 1999 and 1998, did not contain any adverse opinion
or disclaimer of opinion, nor were they qualified or modified as to uncertainty,
audit scope, or accounting principles. A letter from Ernst & Young LLP is
attached as Exhibit 16.1.
During the Registrant's two most recent fiscal years ended March 31, 1999, and
the subsequent interim period through June 29, 1999, the Registrant did not
consult with KPMG LLP regarding any of the matters or events set forth in Item
304 (a)(2)(i) and (ii) of Regulation S-K.
Item 7. Financial Statements, Pro Forma
Financial Information and Exhibits.
(c) Exhibits
The following exhibit is filed with this Form 8-K:
16.1 Letter of Ernst & Young LLP regarding change in
certifying accountant.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
Computer Associates has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
Computer Associates International, Inc.
Dated: July 1, 1999 By: /s/ Ira Zar
-------------------------------------
Ira Zar
Senior Vice President and Chief
Financial Officer
EXHIBIT 16.1
July 1, 1999
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549
Gentlemen:
We have read Item 4 of Form 8-K dated July 1,1999, of Computer Associates
International, Inc. and are in agreement with the statements contained in
paragraphs 2 to 4 on page 2 therein. We have no basis to agree or disagree with
other statements of the registrant contained therein.
/s/ Ernst & Young LLP
