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Forum Report: Shareholder rights to be informed

(August 15, 2001)

From: Gary Lutin
Sent: Wednesday, August 15, 2001 12:49 PM
Subject: Shareholder rights to be informed

As reported in the Newsday article distributed yesterday, CA's management has refused to provide the information requested by the Forum concerning the relationship with Walter Haefner, a 21% controlling shareholder.  Management has also suggested that the requests for such information are unfair and may be motivated by my lack of impartiality.
First, I'll readily admit to a lack of impartiality on one subject: property rights.  I advocate them, and am frankly intolerant of those who oppose them.
Property rights necessarily include the rights of property owners to obtain information about their property from the people they've employed to manage it.  The laws of Delaware, where CA is incorporated, support this with a specific provision -- Delaware General Corporation Law, Section 220 titled "Inspection of books and records" -- for simple court procedures to enforce shareholder demands for any information relating to the interest of an investor, including voting decisions.
I can think of no legitimate reason for CA management to withhold the information requested about the existence of any agreements or transactions with a controlling shareholder.  There is simply no basis for the assertion by management's representative to the press that such information should be withheld from shareholders because it's "proprietary" -- a troubling choice of words raising even more questions about management's view of property rights.  This is pretty basic stuff.  Management should report any agreements or transactions, or state clearly that there are none.
Returning to the subject of my suspected lack of impartiality, the issue is raised with surprising frequency when someone doesn't want to respond to an information request.  For those of you who are unfamiliar with my conduct of investor forums, it's become my practice to respond once and then to discourage further diversions from our real purpose.  My interests can be stated very simply, as follows:
  • To avoid either conflicts of interest or regulatory complications, I have no direct or indirect interest in any securities of CA, long or short, and I have no relationship or financial interest with either CA, Ranger or any candidate for the CA board other than for the conduct of this Forum.  If I establish any such interest, I will voluntarily disclose it.
  • My interest in the CA Forum is simply to conduct it credibly, in a manner which helps clarify issues considered important to CA shareholders and to the broader investment community.  If I discover any way I could benefit from compromising either the real or apparent fairness of the Forum, I will voluntarily disclose it.
  • I encouraged the company itself to support the Forum for the benefit of all its shareholders, and I invited both groups of candidates to participate on identical terms.  The Wyly-Ranger group committed its support, as I reported.  CA's management has declined the company's support, and told me that the management nominees themselves do not want to match the Wyly-Ranger commitment.  If I find that either side's decisions about support may impair the Forum's fair and open presentation of all relevant views, I will voluntarily disclose it.
The conditions of my involvement in the Forum were openly presented in my introductory communications with CA's chairman and with prospective Forum participants.  Both are copied below, for anyone who doesn't have the original distributions.  If you have questions or want more information, just ask.
                        GL - 8/15/01

Text of 7/30/01 letter from Gary Lutin to Charles B. Wang, chairman of the board of CA
Telephone (212) 605-0335
Facsimile (212) 605-0325
July 30, 2001
By telecopier: 631/342-4900
Mr. Charles B. Wang
Chairman, Board of Directors
Computer Associates International, Inc.
One Computer Associates Plaza
Islandia, New York 11749
Dear Mr. Wang:
    As indicated in my telephone message, I've agreed to conduct a non-partisan "Forum" for shareholders of Computer Associates, addressing their consideration of competing director candidates. Efforts have been initiated to determine what information is relevant to shareholder decisions, and within about a week the Forum should be able to present the candidates with a written request for their statements of views on the identified issues.
    The Forum will be open to all Computer Associates shareholders, including those on both sides of the proxy contest, and to any investment professionals who are members of the Association for Investment Management and Research ("AIMR"). It's my intention to assure fair treatment of views on all sides, following the standards established for similar programs I co-sponsored recently with the New York Society of Security Analysts. Your comments or suggestions regarding fairness will be appreciated, now and as we proceed.
    I encourage the company's support of the Forum on behalf of all its shareholders. Pending the company's assumption of Forum costs, however, I have accepted partial funding from Ranger Governance according to conditions stated in the accompanying copy of a July 25, 2001 letter. The management nominees are invited to make their own commitment to the Forum according to the same conditions.
    I hope you'll participate actively in the Forum, not only as a management executive and director candidate but also as a shareholder.
Sincerely yours,
Gary Lutin
cc:    Mr. Sam Wyly

----- Original Message -----
From: Gary Lutin
Sent: Tuesday, July 31, 2001 11:04 AM
Subject: Initiation of Forum for shareholders of Computer Associates

Those of you who had expressed an interest in Computer Associates will be pleased to know that there will, after all, be a "Forum" to address the current shareholder choice of competing candidates for the board of directors.
After the new administration of the New York Society of Security Analysts announced its withdrawal from the Forum program, a fund manager who supports the dissident slate of candidates led by Sam Wyly initiated discussions with me to encourage the immediate progress of a forum program, in time to address the CA proxy contest, without waiting for the contemplated organization of a new not-for-profit institute.  We defined conditions which I consider satisfactory for a non-partisan, fair and open forum following the standards established in the NYSSA programs, and the Wyly group committed its support according to those conditions.  I've therefore agreed to proceed with the Forum, and have also invited the CA management nominees for the board to commit their support according to the same conditions.
The CA Forum's activities will of course be focused on the information required by shareholders to decide who should represent them on the board of directors.  This involves two essential questions, to be applied to each slate of candidates:
  1. What is the maximum shareholder value that can be generated by the candidates' proposed business strategy?
  2. Can the candidates be relied upon to deliver the potential value to shareholders?
The first step will be to determine what information is needed to answer these questions.  The CA Forum will be conducting a "Workshop" this week to define the issues shareholders consider relevant.  (For those of you who have not participated in a Forum "workshop" before, the term is used to describe a relatively informal process of professional collaboration, in which participation is considered confidential unless someone specifically authorizes attribution.)  This will be used as the basis for preparing a written request to all candidates for statements of their positions.
The CA Forum is open to all CA shareholders and to investment professionals who are members of the Association for Investment Management and Research ("AIMR").  Anyone wishing to participate in the initial Workshop should call me at my office (212/605-0335).  You can also communicate by email, but I may not see your message until the next morning.
                    GL - 7/31/01


The Forum is open to all Computer Associates ("CA") shareholders, whether institutional or individual, and to any fiduciaries or professionals concerned with their investment decisions.  Its purpose is to provide shareholders with access to information and a free exchange of views on issues relating to their evaluations of alternatives, as described in the Forum Summary.

There is no charge for participation.  As stated in the Conditions of Participation, participants are expected to make independent use of information obtained through the Forum, subject to the privacy rights of other participants.  It is a Forum rule that participants will not be identified or quoted without their explicit permission.

Inquiries and requests to be included in the Forum's distribution list may be addressed to

The material presented on this web site is published by Gary Lutin, as chairman of the Shareholder Forum.