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Forum Report: Initiation of Forum for shareholders of Computer Associates

(July 31, 2001)

From: Gary Lutin
Sent: Tuesday, July 31, 2001 10:04 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.