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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.

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Suspension of Shareholder Delegate Inquiry Pending Examiner Report

(August 30-September 6, 2005)

Copied below is the text of a September 6, 2005 letter from the Forum manager to the court-appointed Examiner responsible  for reporting to the United States Attorney on Computer Associates' management's compliance with the conditions of the company's Deferred Prosecution Agreement, including its paragraph 12(d) requirement of a policy for responding to investor inquiries.  Copies were sent to the chairman of CA's board of directors and to the United States Attorney for the Eastern District of New York, who is responsible for the Deferred Prosecution Agreement.

A scanned copy of the referenced management communication, dated August 30, 2005 from Kenneth V. Handal, CA's secretary, executive vice president and general counsel, can be downloaded from a link in the section following the letter's text, below.

The letter informs the Examiner of new management statements evidencing the CA board's continuing tolerance of misleading public communications, and reports that the shareholder Delegate has suspended efforts to review records of director performance pending the Examiner's report.  Reference is made to management's August 22, 2005 letter reversing the position of the company's attorneys who had stated an intent to comply "amicably" with the shareholder Delegate's June 27, 2005 demand for records, as reported in the referenced August 26, 2005 Newsday article.  The attorneys' agreement for assuring compliance with securities laws can be downloaded from the following link:

Subsequently, one of the demanded records, minutes of a July 2003 board meeting contradicting company statements about director responsibility for the initiation of an independent audit committee investigation, was made available to the public in a court filing by the U.S. Attorney in its criminal prosecution of former CA executives.




575 Madison Avenue

New York, New York 10022

Telephone (212) 605-0335

Facsimile (212) 605-0325


September 6, 2005




By telecopier: 917-344-8840


Lee S. Richards, Esquire

Richards Spears Kibbe & Orbe

One World Financial Center

New York, New York 10281



Re:       Computer Associates International, Inc.

            Deferred Prosecution Agreement


Dear Mr. Richards:

            The accompanying letter from Mr. Handal, dated August 30 and faxed to me September 1, is being sent to you for your consideration in reporting on management’s compliance with the conditions of CA’s Deferred Prosecution Agreement.

            It is apparent from this letter that CA’s board has not yet taken any effective action to assure management’s proper response to investor inquiries.  Knowing that Forum policy would require the public posting of his letter, Mr. Handal has again made public statements that are inconsistent with the record of communications.[1]  Addressing specifically Mr. Handal’s reference to a “misleading story” in the August 26 issue of Newsday, I read the article carefully again and found nothing inaccurate in its reporting of CA communications with the Forum or shareholder Delegate.[2]

            As indicated in my August 23 letter to Mr. Ranieri, copied to you at the time, there was and is no need for CA management to communicate further with me until the board has defined a policy that you and the U.S. Attorney consider satisfactory to guide CA’s proper responses to investor inquiries.  It is also my understanding that the shareholder Delegate and his attorneys will be suspending their efforts to review records of director performance until your report shows how they should proceed.   

            Please let me know if there is any additional information I may provide to support your review of this or any other CA policy that concerns the company’s shareholders and the investing public.


Sincerely yours,





Gary Lutin





cc:        Roslynn R. Mauskopf, Esquire

            Mr. Lewis S. Ranieri


[1] Communications with management have been publicly reported as the CA Forum program progressed, and they continue to be available from a chronological list of links in the “Forum Process” section of the “CA Research Reference” page on the Forum web site:

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[2] For a copy of the August 26, 2005 Newsday article, “CA nixes request for minutes,” see:

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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.

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