Forum for Shareholders of CA, Inc.

Forum Home Page

Pending Status

Forum activities relating to CA, Inc. are temporarily suspended pending release of a court-appointed Examiner's report on management compliance with a Deferred Prosecution Agreement.

CA Forum Home Page

CA Research Reference


Request for Examiner Reporting on Responses to Investor Inquiries as Required by Deferred Prosecution Agreement

(August 22-23, 2005)

Copied below is the text of an August 23, 2005 letter from the Forum manager to the chairman of Computer Associates' board of directors, addressing the board's responsibility for assuring management's respect of investor inquiries, as required by paragraph 12(d) of the company's Deferred Prosecution Agreement.  Copies of the letter were sent to the court-appointed Examiner and to the United States Attorney requesting consideration of these investor interests in the Examiner's reports of management's compliance with the provisions of the Deferred Prosecution Agreement.

A scanned copy of the referenced August 22, 2005 letter from Kenneth V. Handal, CA's secretary, executive vice president and general counsel, can be downloaded from a link in the section following the text, below.

Both letters refer to previous August 11-16, 2005 correspondence relating to an August 4, 2005 request for the board's statement of policy to guide management responses to shareholder requests for information.  Reference is also made to the agreement suggested in the shareholder Delegate's initial demand letter of June 27, 2005 to assure compliance with securities laws, a copy of which can be downloaded from the following link:




575 Madison Avenue

New York, New York 10022

Telephone (212) 605-0335

Facsimile (212) 605-0325


August 23, 2005




By telecopier: 631/342-3300


Mr. Lewis S. Ranieri

Computer Associates International, Inc.

One Computer Associates Plaza

Islandia, New York 11749




Dear Mr. Ranieri:

            The accompanying August 22 letter from Mr. Handal states that he is responding not only to my August 16 letter to him but also, with apparent authority, to the letter of that date addressed to you.  To be clear, I am addressing this letter to you now in your capacity as chairman of CA’s board of directors, regarding the board’s responsibility for defining a policy to guide management responses to investor inquiries as previously addressed in my August 4 and August 16 letters to you and as required by paragraph 12(d) of the Deferred Prosecution Agreement.

            Mr. Handal’s latest letter repeats the misleading statements of his previous letters, ignoring all the past responses.  Your policy should not permit this.  Writing letters intended to mislead shareholders about their rights to information should be no more tolerable than preparing financial statements intended to mislead investors about the value of their investment.

            Under any circumstances, with or without misleading statements, management should not be allowed to discourage or frustrate legitimate investor inquiries.  And the company’s secretary and general counsel should not require specific instructions from a judge about corporate laws that obligate management to provide shareholders with the information they legitimately request.

            I also ask that the board specifically direct Mr. Handal to refrain from further misleading statements, in his letters or otherwise, about my seeking some “special relationship.”  You are assumed to be aware of my past statements that the only role I am willing to play is described in the “Conditions of Participation” which has been publicly posted on the CA Forum web site since the program began.  We should not be distracted by this fabricated issue.

            With a copy of this letter, I ask the Examiner to consider these investor interests in his reports to the U.S. Attorney’s Office of your compliance with the provisions of the Deferred Prosecution Agreement.


Sincerely yours,





Gary Lutin






cc:        Roslynn R. Mauskopf, Esquire

            Lee S. Richards, Esquire



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.