Computer Associates 2008 Annual Report Download - page 117

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Note 12 — Rights Plan
Each outstanding share of the Company’s common stock carries a Stock Purchase Right issued under the Company’s
Stockholder Protection Rights Agreement, dated October 16, 2006 (the Rights Agreement). Under certain
circumstances, each right may be exercised to purchase one one-thousandth of a share of Participating Preferred Stock,
Class A, for $100. Under certain circumstances, following (i) the acquisition of 20% or more of the Company’s
outstanding common stock by an Acquiring Person as defined in the Rights Agreement (Walter Haefner and his
affiliates and associates are “grandfathered” under this provision so long as their aggregate ownership of Common Stock
does not exceed approximately 126,562,500 shares), or (ii) the commencement of a tender offer or exchange offer that
would result in a person or group owning 20% or more of the Company’s outstanding common stock, each right, other
than rights held by an Acquiring Person, may be exercised to purchase common stock of the Company or a successor
company with a market value of twice the $100 exercise price, provided that the rights will not be triggered by a
Qualifying Offer, as defined in the Rights Agreement, if holders of at least 10 percent of the outstanding shares of the
Company’s common stock request that a special meeting of stockholders be convened for the purpose of exempting
such offer from the Rights Agreement, and thereafter the stockholders vote at such meeting to exempt such Qualifying
Offer from the Rights Agreement. The rights, which are redeemable by the Company at one cent per right, expire
November 30, 2009.
Note 13 — Subsequent Events
Fiscal 1999 Senior Notes
In April 2008, the Company paid the $350 million portion of the fiscal 1999 Senior Notes that was due and payable at
that time. Subsequent to this scheduled payment, there were no further amounts due under this issuance.
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