Ca, Inc. – ‘425’ on 2/14/00 re: Sterling Software Inc

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Business-Combination Transaction Communication   —   Rule 425
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 425         Business-Combination Transaction Communication         4     18K 
 2: EX-99       Miscellaneous Exhibit                                 17     15K 

425   —   Business-Combination Transaction Communication

425
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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                                                   

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                                          

Contacts:                                                                       
Bob Gordon, CA public relations          Doug Robinson, CA investor relations   
(631) 342-2391                           (631) 342-2745                         
bobg@ca.com                              dougr@ca.com                           

Cindy Foor, Sterling public relations    Julie Kupp, Sterling investor relations
(214) 981-1000                           (214) 981-1000                         
cindy.foor@sterling.com                  julie.kupp@sterling.com                

COMPUTER ASSOCIATES TO ACQUIRE STERLING SOFTWARE

 $4 Billion Stock Transaction to Continue to Fuel CA's Surge
In eBusiness Software and Services

 Largest Acquisition in History of Software Industry
 Expected to be EBITDA Accretive

 Leading Supplier of Storage and Network Management,
EAI, Portals and Application Development

ISLANDIA,   NY  and  DALLAS,   TX,   February  14,  2000 - Computer   Associates
International,  Inc. (NYSE: CA) today announced an agreement to acquire Sterling
Software,  Inc. (NYSE:  SSW),  extending its arsenal of software and services to
build, deploy, manage and secure eBusiness solutions.                           

The $4 billion stock-for-stock  acquisition,  which would be the largest ever in
the history of the  software  industry,  has been  approved  unanimously  by the
Boards of  Directors  of both  Sterling  Software  and CA.  The  acquisition  is
expected to be accretive  to CA's  earnings  per share,  excluding  any one-time
research and development charge and amortization of acquisition intangibles, and
is subject to certain closing conditions,  including regulatory  approvals.  The
acquisition will be accounted for using the purchase method.                    

Under  terms of the  agreement,  a  subsidiary  of CA will  commence an offer to
exchange  0.5634 shares of CA stock for each  outstanding  Sterling  share.  The
exchange ratio is subject to a collar.  If the average trading price of CA stock
for the  designated  period  prior to the  closing of the offer is greater  than
$77.12,  the exchange ratio will be reduced so that each Sterling share tendered
in the offer would be  exchanged  for $43.45  worth of CA stock.  If the average
trading  price of CA shares for the  period is less than  $63.10,  the  exchange
ratio will be increased so that each Sterling  share tendered in the offer would
be exchanged for $35.55 worth of CA stock.  In this case, CA may elect to reduce
the exchange ratio and make up the  difference in cash and or stock.  The tender
offer will be  followed  by a back-end  merger on the same terms of those in the
offer. The offer will be subject to customary closing conditions, including that
at least a majority  of  Sterling's  outstanding  shares has been  tendered  and
antitrust clearance obtained.  The parties expect the transaction will be one of
the first to take  advantage of the SEC's new "fast track"  exchange offer rules
designed to expedite stock-for-stock transactions.                              

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Sterling  Software  solutions  are deployed at more than 20,000  customer  sites
worldwide--including  90 percent of Fortune 100 companies--to  create,  control,
automate and manage both traditional and eBusiness systems.  Sterling Software's
award-winning  portal  technology  provides  access to data stored in  corporate
databases,  in the same way that Internet  content portals provide access to the
wealth of content on the Web.                                                   

The  anticipated  acquisition  will  expand  CA's broad  array of  products  and
services,  while accelerating their delivery.  This will enable all companies --
from the  newest  "dot coms" to  established  brick-and-mortar  businesses  - to
continue to exploit the latest opportunities driven by the Internet economy.    

CA  plans to  enhance  Sterling  Software  products  with  its  industry-leading
technology,   including  information  visualization,   Neugents  neural  network
technology and infrastructure  management solutions,  providing clients with the
world's most powerful and complete environment for end-to-end eBusiness.        

In  particular,  the  combination  of  Sterling  Software's  COOL suite and CA's
Jasmine ii information  infrastructure  will deliver the most  sophisticated and
personalized enterprise application integration solution on the market.         

"The  merger  of  Sterling  Software  and CA  brings  together  two  outstanding
organizations that share common values, and have compatible strategies and track
records of  achievement,"  said  Charles B. Wang,  CA chairman and CEO. "We look
forward to providing an even  broader  range of eBusiness  solutions to clients,
greater  opportunities for employees,  and accelerated near and long-term return
for shareholders."                                                              

"This merger will be extremely  beneficial to our clients and  employees,"  said
Sterling  L.  Williams,  president  and  chief  executive  officer  of  Sterling
Software.  "We  have  a  deep  appreciation  for  CA's  commitment  to  quality,
innovation and customer  service,  all in a corporate culture that is incredibly
complementary  to ours.  Together,  we'll be able to offer the best products and
services for clients of both companies, as well as new and exciting career paths
for employees."                                                                 

The merger will create the  industry's  largest  supplier of storage  management
technology,  with  solutions  that cover the entire  enterprise  from OS/390 and
distributed  systems  to  desktops  and even  laptops.  These will  include  the
industry's leading distributed backup and recovery products,  as well as Storage
Area Network solutions unprecedented in their breadth and scope.                

Customers  from both  companies  will also  benefit from  increased  delivery of
Sterling Software  solutions  through CA's extensive global sales  organization,
including both direct and indirect channels.                                    

"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,"  said Sanjay Kumar, CA
president  and COO.  "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. The combined
company will be able to exploit the incredible opportunities of the Internet era
by continuing to deliver superior value for our clients."                       

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Sterling Software clients and partners will be invited to attend CA-World,  CA's
annual user conference from April 9-14 in New Orleans,  in place of the Sterling
Software  Worldwide  Customer  Conference.  CA also intends to publish papers on
product  development  strategies and directions  shortly after completion of the
acquisition.                                                                    

Founded in 1981,  Sterling  Software reported $807 million in revenues in fiscal
1999. The company has recorded 45  consecutive  quarters of revenue and earnings
per share growth.                                                               

CA was advised on this transaction by the law firm of Covington & Burling and by
the investment banking firm of Morgan Stanley Dean Witter. Advisors for Sterling
Software were the law firm of Skadden,  Arps, Slate,  Meagher & Flom LLP and the
investment  banking firms of Goldman  Sachs and Co. and Broadview  International
LLC.                                                                            

Sterling  Software  is a leading  provider  of  software  and  services  for the
application development, business intelligence,  information management, storage
management,  network  management,  VM systems  management,  and federal  systems
markets.  The company is one of the 20 largest independent software companies in
the world.  Headquartered in Dallas, Sterling Software has a worldwide installed
base of more  than  20,000  customer  sites and 3,800  employees  in 90  offices
worldwide.  For more information on Sterling  Software,  visit the company's Web
site at www.sterling.com.                                                       

Computer Associates International, Inc. (NYSE: CA), the world's leading business
software  company,  delivers the end-to-end  infrastructure  to enable eBusiness
through innovative technology,  services and education.  CA has 18,000 employees
worldwide and had revenue of $6.3 billion for the year ended  December 31, 1999.
For more information, visit www.ca.com.                                         

 ###

All referenced product names are trademarks of their respective companies.      

Statements  in this  release  concerning  the  Company's  future  prospects  are
"forward-looking  statements" under the Private Securities Litigation Reform Act
of 1995.  There can be no assurances  that future results will be achieved,  and
actual results could differ  materially from forecasts and estimates.  Important
factors  that could  cause  actual  results to differ  materially  include:  the
significant   percentage  of  CA's  and  Sterling  Software's   quarterly  sales
consummated  in the last few days of the quarter  making  financial  predictions
especially  difficult  and  raising a  substantial  risk of  variance  in actual
results;  the  risks of  potential  litigation  arising  from the Year 2000 date
change for  computer  programs;  the  emergence of new  competitive  initiatives
resulting from rapid technological advances or changes in pricing in the market;
the risks  associated with new product  introductions as well as the uncertainty
of  customer  acceptance  of these new or  enhanced  products  from  either  CA,
Sterling or their competition;  risks associated with the entry into new markets
such as  professional  services;  the risks  associated with  integrating  newly
acquired  businesses  and  technologies;  increasing  dependency on large dollar
licensing  transactions;  delays in  product  delivery;  reliance  on  mainframe
capacity growth; the ability to recruit and retain qualified personnel; business
conditions in the  client/server  and mainframe  software and hardware  markets;
uncertainty  and  volatility  associated  with  Internet and  eBusiness  related
activities;  use of  software  patent  rights to attempt  to limit  competition;
fluctuations  in  foreign  currency  exchange  rates  and  interest  rates;  the
volatility  of the  international  marketplace;  and other  risks  described  in
filings with the Securities and Exchange Commission.                            
                                                       ---

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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  investor@sterling.com or by
fax at (214) 981-1215.                                                          

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘425’ Filing		Date		First		Last			Other Filings
		2/15/00							425
Filed on:		2/14/00		1					425,  8-K,  SC 13G/A
		12/31/99		3					10-Q
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