In most games, starting out with a 26-point deficit would be enough to prompt a forfeit. But the venture group looking to take control of Computer Associates International is showing no signs of giving up.

Ranger Governance, run by Texas millionaire Sam Wyly, continues its battle of perception, attempting to convince CA shareholders to vote for its slate of electors over the current eight-member board that is up for re-election Aug. 29. If it succeeds, Wyly would take over as chairman.

But he faces a tough challenge. Swiss billionaire Walter Haefner, who owns the largest share of CA with more than 21 percent, stated he would vote to keep the existing board. Along with the 6 percent held by the board, that's 27 percent against Wyly's less than 1 percent. He gained the stake from his sale last year of Sterling Software to CA for $4 billion.

Of course, with 72 percent of the company up for grabs, anything's possible. "It looks like the odds are against Wyly," said Kevin Buttigieg, analyst at UBS Warburg. "But, at least it looks like people are considering it."


The Ranger group has argued that removal of the board is necessary to retain shareholder value. CA's stock performance has greatly lagged that of the Standard & Poor's 500 over the last five years.

During a Webcast to investors, Wyly lashed out at an "inept" and "sleepy" board of directors that continued to lavish more than a billion dollars of stock on its highest executives despite the company's poor performance.

CA's main competitors, BMC Software and Compuware, have also suffered financially, although not as severely, Buttigieg pointed out.

If Wyly wins, he would divide the company into four divisions, according to documents posted at the Ranger Governance Web site: storage, security, systems management and knowledge management.

If Wyly is unsuccessful, it's unlikely much would change at CA, Buttigieg said, other than the policies governing election of the board.

CA has already begun implementing a new business plan that ties revenue from its software to the success of its customers, which executives said will promote more shareholder value.

CA representatives did not respond to requests for comment. But a statement on the company's Web site affirmed, "Our management and board have done well for CA's shareholders and we intend to strongly oppose Mr. Wyly's proposal."

Copyright © 2004 Ziff Davis Media Inc. All Rights Reserved. Originally appearing in eWEEK.

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