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


Forum Report: Revised Requests for Candidate Statements of Positions

(August 18, 2001)

From: Gary Lutin
Sent: Saturday, August 18, 2001 2:12 PM
Subject: Forum's Revised Requests for Candidate Statements of Positions

Copied below is a CA Forum presentation of "Revised Requests for Candidate Statements of Positions," faxed to each of the continuing board candidates Friday afternoon.
Since the Ranger dissident slate reduced its number of candidates to seek only minority representation, we eliminated #5 of the original Requests concerning candidate investment commitments associated with a change of control.
Note that the candidates have been asked to respond publicly to shareholders by this Tuesday, August 21st, or to state by then how much additional time they require.
                GL - 8/18/01

Revised Requests for Candidate Statements of Positions
Computer Associates Forum for Shareholders
Each candidate for the board of directors of Computer Associates International, Inc. ("CA") had been asked on August 13, 2001 to provide statements of positions on key issues which may be considered by shareholders in their voting decisions for CA's August 29th annual meeting. Since the dissident slate was subsequently reduced from ten to four candidates seeking representation rather than control, the request for a statement concerning candidate investment commitments has been eliminated.
If any candidate is unable to present responses by August 21st, it is asked that the candidate report on that date when the responses may be expected. It is assumed, as previously suggested, that each candidate's responses will be presented to shareholders by the same methods used for communications of that candidate's proxy solicitation material.
The remaining requests for statements are as follows:
1. Monitoring performance: What period of time would you allow CA's executive officers to achieve a level of shareholder value at least equal to the average for CA's peer group, measured in terms of (a) stock price as a multiple of book value, (b) stock price as a multiple of sales, or (c) any other standard you wish to identify? Please indicate which published index you would use as the peer group standard.
2. Poison pill: Do you consider it appropriate to amend or terminate the "Rights Agreement" (a) as it applies to an "Adverse Person," (b) to the extent that management fails to achieve the standard you defined for "Monitoring Performance," above, or (c) in relation to any other provisions or circumstances you may suggest. If so, please explain what you would advocate.
3. Executive compensation: Do you consider CA's executive compensation practices during the past decade to have been consistent with shareholder interests? If not, what changes in policies and controls do you advocate? In either case, whether you favor or disfavor past practices, how do you propose to deal with (a) the demands of CA executives to "make them whole" for recovery claims and (b) the demands of CA shareholders to restore their property.
4. Investor information: What financial and other performance information do you advocate making available to investors, beyond the basic SEC filing requirements? For whatever you present to the investing public, do you support the FEI "best practices" standards published in April 2001 for financial reporting, specifically as they apply to reconciliation adjustments of "pro forma" to GAAP numbers and to period comparability?
Gary Lutin
August 17, 2001


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.