LUTIN & COMPANY
575 MADISON AVENUE, 10th FLOOR
NEW YORK, NEW YORK 10022
Telephone (212) 605-0335
Facsimile (212) 605-0325
September 7, 2001
By telecopier: 631/342-4900
Mr. Russell M. Artzt,
Mr. Linus W.L. Cheung,
Mr. Alfonse M. D'Amato,
Mr. Richard A. Grasso,
Ms. Shirley Strum Kenny,
Mr. Sanjay Kumar,
Mr. Roel Pieper,
Mr. Lewis S. Ranieri,
Mr. Willem F.P. de Vogel, and
Mr. Charles B. Wang
Computer Associates International, Inc.
One Computer Associates Plaza
Islandia, New York 11749
To the members of the board of directors:
I am encouraged by Forum participants to congratulate each of you on
your re-election to represent the interests of Computer Associates'
shareholders, and on your accommodations of their concerns.
As you probably know, however, there have been many confusing reports
of the campaign commitments on which shareholders based their support for
you. For the board's guidance, as well as for shareholders and others who
will be monitoring your performance, everyone needs a reliable list of
what you were elected to do.
The following list of commitments is therefore submitted for your review,
to provide you with an opportunity to clarify the reports of Forum
participants and published news articles:
1. New board members: Management representatives were
reported to have stated that the board intends to add at least two new,
independent members by the end of this year.
2. Shareholder suggestions of board candidates: Reports
of commitments to consider candidates suggested by shareholders were
inconsistent, and included unverified reports of preferential
arrangements. Unless you publish specific procedures, it will be assumed
that any shareholder may present candidates to the board, and that the
board and its professional advisers will properly consider all such
candidates on the basis of their qualifications.
3. Poison pill -- Termination: The reported commitment to
submit the Rights Agreement to a vote in five years will require formal
action by the current board, during its one year tenure, to modify the
agreement's term provisions.
4. Poison pill -- Restricted application: A formal board
resolution is required to confirm management assurances that shareholder
Walter Haefner will not be declared an "Adverse Person."
5. Compliance -- Investor information: Although
management has expressed an intent to stop using "pro forma" reporting
next year, it is assumed that the board will require compliance with
published FEI standards for any continuing presentations of non-GAAP
6. Compliance -- Conduct of relationships: It has been
reported that a special committee of the board will take actions to
investigate and monitor management compliance with approved policies for
the company's conduct of its relationships with employees, customers, and
Please let me know if you require more than a week to prepare any
comments. You should of course respond according to your own procedures
for investor communications, but you may assume that I will provide Forum
participants with whatever comments you offer to assure the list's fair
and reasonable use.
Upon concluding my responsibilities relating to Computer Associates, I
am confident that the members of the board as well as the shareholders you
serve will benefit from the efforts of Forum participants to define your
common interests in value enhancement.
Very truly yours,