Filer: Sterling Software, Inc.
Pursuant to Rule 425 under the Securities Act of 1933
Commission File No. 1-8465
[Logo]
Sterling L. Williams
President and Chief Executive Officer
February 14, 2000
To: All Sterling Software Customers
Re: Agreement to sell Sterling Software to Computer Associates
International, Inc.
We're making software history today. We've just announced that we have
accepted an offer from Computer Associates International (CA) to purchase
Sterling Software.
What this means for our customers is that you will now have the support and
resources of the world leader in mission-critical business software. As a
combined company, we're going to be the best strategic partner for all your
systems management, application development, and business intelligence
needs. Founded in 1976, CA has 18,000 employees in 100 countries. They
reported 1999 revenue of $6.3 billion, and they are publicly traded on the
New York Stock Exchange under the symbol CA.
What this means to Sterling Software is that we will be joining forces with
a software giant u the world's leading business software company. And
that's good not only for our customers but also for our employees and our
shareholders. This acquisition is also a natural fit. Like us, CA has
grown by making acquisitions, and they' re committed to providing the best
software solutions on the planet. CA is widely respected u in the
technology industry and on Wall Street. Fortune magazine has cited
Computer Associates as one of the most admired and best companies to work
for in America.
We're still ironing out the details, which we will continue to do in the
coming weeks. Meanwhile, you won't notice anything different. Right now,
we're still Sterling Software, and we'll support you with the same superior
software and services as we always have. We're working toward completing
this acquisition in early spring, and all of our customers will be invited
to CA's worldwide customer conference in New Orleans, April 9u14. On
behalf of the 3,800 men and women of Sterling Software, I thank you for
doing business with us, and we look forward to the next chapter in our
history.
Sincerely,
/s/ Sterling L. Williams
Sterling L. Williams
***
We urge investors and security holders to read the following documents,
when they become available, regarding the business transaction described
above, because they will contain important information:
o Computer Associates' preliminary prospectus, prospectus
supplements, final prospectus, and tender offer material.
o Computer Associates' Registration Statement on Form S-4 and
Schedule TO containing or incorporating by reference such
documents and other information.
o 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.
