This is a partial transcript from Your World with Neil Cavuto, August 28, 2001.

NEIL CAVUTO, HOST: Shares of Computer Associates lost a little bit more than a buck on Tuesday. Looking ahead to tomorrow's big shareholder meeting, which will put an end to the two-month takeover battle going on there. Texas billionaire Sam Wiley looking to replace members of the board and divide the company into four separate units. What can we expect? Let's ask Sanjay Kumar. He is Computer Associates' president and CEO.

Sanjay, good to see you again.

SANJAY KUMAR, PRESIDENT & CEO, COMPUTER ASSOCIATES: Hi, Neil, how are you?

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CAVUTO: Good. How's it going to go?

KUMAR: Well, we hope good. The rules don't allow us to predict victory, so I'll tell you, we're feeling good. We spent the last couple of weeks communicating with shareholders. I think they understand why the CA plan is better and why Mr. Wiley's plan will be a disaster for the company.

CAVUTO: So you're saying if you had a handicap -- the people I've talked to say it's very, very close, but you will probably, but it's not going to quite look like Florida during the election mess, but close?

KUMAR: Well, I don't know. I can't predict victory. I can tell you that we feel good about the message. I feel really good about the support that we've gotten. We've made terrific enhancements in the last year. You know, you just had a conversation about a perspective and negative marketplace for a little while. We have bucked the trend this year. We're up 75 percent here today.

CAVUTO: Yes, but, you know, you're looking at a multi-year charter, your stocks, Sanjay. That's what the Sams and the other guys go against. They say that you're a dead fish in dead water.

(CROSSTALK)

CAVUTO: Now, a lot of it might be beyond your control. Technology (UNINTELLIGIBLE) ain't looking pretty. But how do you answer critics` charges you botched it?

KUMAR: Well, if you look at the five-year chart, in which Mr. Wiley puts up constantly, you've got to point out that the company had an all- time forever high last February. We had a disappointing quarter last June, we can't deny it. We took a big hit for that. We have recovered very nicely from that, so if you move the chart back nine months, you move it forward nine months, we look great.

CAVUTO: All right, well, we have a one-year, and you're right, you know, over the last year it has looked better than many technology issues. But the fear is that you'll never get back to those heady days of a couple of years ago, and that is a real worry that maybe you and Charles Wang, you know, might not be the guys up to turn this company around.

KUMAR: Well, I think the team of Wang and Kumar understand this company better than anyone else.

CAVUTO: This idea that he has of splitting it in four, you say that's nuts.

KUMAR: Well, I think he himself has to admit, Neil, that the idea is a terrible idea.

CAVUTO: Actually, no. He told me on this air he thought it was a great idea.

KUMAR: No, no, but let's face it. He's dropped his shorts late because large institutions thought that he was absolutely crazy about the idea. We believe it's a terrible idea for the business. You're talking about taking away the single-biggest strengths the business has, and you're talking about putting this company in a tailspin, which shareholders are not going to allow him to do.

CAVUTO: All right, Sanjay. We'll see how it goes. Good luck tomorrow, whatever happens.

KUMAR: Thank you.

CAVUTO: And by the way, we'll be hearing from Charles Wang tomorrow after all of this dust settles.

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