Filed by Computer Associates International, Inc.
Pursuant to Rule 425 under the Securities Act of 1933
and deemed filed pursuant to Rule 14d-2
of the Securities Exchange Act of 1934
Subject Company: Sterling Software, Inc.
Commission File No. 001-08465
February 14, 2000
Dear Sterling Software client:
As you may have learned, Computer Associates today announced an agreement to
acquire Sterling Software Inc. (http://www.ca.com/press/2000/02/sterling.htm).
The planned merger is very exciting to everyone involved in both companies. By
combining two world-class organizations with complementary technology,
philosophies and values, we will be in a position to extend our global
leadership in the delivery of software and services that enable faster, better,
safer and more reliable eBusiness computing.
Many of you may know CA from our leadership in key technology areas such as
enterprise management and Internet security. In addition to these high growth
markets, we are extremely focused on being the leading provider in storage and
network management, business intelligence and portal solutions, and in the
design, deployment and integration of enterprise applications.
CA's business, built on a combination of world-class technology and high
value-added consulting services, will immediately benefit from complementary
technology and services from Sterling Software, helping you exploit the
incredible opportunities afforded by the Internet era.
Both Sterling Williams, the president and CEO of Sterling Software, and I are
committed to making this transition and merger the best the industry has ever
seen. While the next few months will be filled with intense discussion about
integration opportunities, product strategies and plans for the combined
company, our number one priority is to provide superior service, support, and an
open line of communication to our clients.
We invite you to contact us at www.ca.com/sterlingclient for any assistance
during this transition, or on how we might engage your organization to more
effectively support your business.
We look forward to a long and productive partnership.
Sincerely,
Sanjay Kumar
President and Chief Operating Officer
We urge investors and security holders to read the following documents, when
they become available, regarding the exchange offer and the merger (described
above), because they will contain important information:
- - Computer Associates' preliminary prospectus, prospectus supplements, final
prospectus, and tender offer material.
- - Computer Associates' Registration Statement on Form S-4 and Schedule TO
containing or incorporating by reference such documents and other information.
- - Sterling Software's Solicitation/Recommendation Statement on Schedule 14D-9.
These documents and amendments to these documents will be filed with the United
States Securities and Exchange Commission.
When these and other documents are filed with the SEC, they may be obtained free
at the SEC's web site at www.sec.gov. You may also obtain for free each of these
documents (when available) from Computer Associates by directing your request to
Investor Relations at www.ca.com/invest/questions or by fax at 631-342-6864, or
from Sterling Software by directing your request to [email protected] or by
fax at (214) 981-1215.
