First, I've had no interest in Computer Associates other than as an
observer since completing the forum for last year's proxy contest. I
had nothing to do with this year's contest.
Second, my continuing distributions to last year's forum participants
were intended to encourage effective shareholder monitoring
of investments, which is something I've advocated consistently in
relation to Computer Associates as well as other situations.
Shareholders should not tolerate any interference with investor rights
to be informed, and, especially, should not allow management's use of
shareholders' money to silence dissidents.
Finally, and most importantly, shareholders must assume responsibility
themselves for the protection of their investments. Any shareholder,
for example, has the right to demand an inspection of Computer
Associates' board records to investigate the directors' reasons for
approving a $10 million payment to stop a challenge to their election,
so that you can make an informed decision about voting for them -- now
or in the future -- or about seeking recovery of corporate funds from
them. You can also demand the accounting books and records required to
perform your own due diligence of management's various presentations of
financial reports, or to find whatever reports management relies
upon to control your corporation's operations and assets. These are
things you can do now, if you choose, rather than wait to see if anyone
delivers on their promises next year.
One thing that Computer Associates demonstrates is that shareholders
will get what they tolerate. It's up to you.
GL - 7/29/02
Lutin & Company
575 Madison Avenue, 10th Floor
New York, New York 10022