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Letter to Justice Department and SEC Concerning Settlement Provisions for Monitoring

(September 20, 2004)

Copied below is the text of a September 20, 2004 letter to the U.S. Attorney responsible for the Computer Associates investigation and the Director of the SEC's Division of Enforcement, referring to reports in Newsday on September 8, 2004 and The Wall Street Journal on September 20, 2004 that they were considering the appointment of a monitor as part of a settlement agreement with the company.

The letter reports shareholder interests in monitoring and invites the addressees' advice regarding the Forum's monitoring program to assure its support of public investor interests.




575 Madison Avenue

New York, New York 10022

Telephone (212) 605-0335

Facsimile (212) 605-0325


                                                            September 20, 2004


 Ms. Roslynn R. Mauskopf

United States Attorney’s Office

147 Pierrepont Street

Brooklyn, New York 11201

Fax: 718-254-6479


Mr. Stephen M. Cutler

Division of Enforcement, U.S. Securities and Exchange Commission

450 Fifth Street, NW

Washington, DC 20549

Fax: 202-942-9636


Re:       Computer Associates International, Inc.


Dear Ms. Mauskopf and Mr. Cutler:


            News reports that you are considering provisions for a monitor as part of a settlement with Computer Associates (“CA”) are encouraging to investors who seek constructive remedies of the company’s past management conduct. 


            As you may know, many of CA’s shareholders had reached the same conclusion that you have about the need for more effective monitoring.  A “Forum” program for CA shareholders is currently being organized to address their concerns about management’s continuing failure to resolve governance issues, summarized in an introduction as “Establishing Corporate Integrity – Monitoring management corrective actions required to reduce enterprise risks and associated stock pricing discount.”  (See  It is reasonable to assume that the monitoring objectives of this program’s participants – the Forum is open to all shareholders, and in past programs many of the leading participants have been institutional investors concerned with public interests – would be consistent with the objectives of a monitor appointed by government agencies concerned with public investor interests.


            Any suggestions of how the CA Forum might support your monitoring objectives will be welcomed.  We are now in the process of developing an advisory panel of representative shareholders to guide the definition of issues to be addressed and the related demands for information.  An independent proxy advisory firm with recognized expertise in accounting and audit issues, Glass Lewis & Co., was engaged last month to provide CA Forum participants with research support for the next year, and other professional services may be engaged as monitoring requirements evolve.  At this early stage, it should be easy to accommodate any additional monitoring requirements that will serve CA’s public investors.


            During the next few days I will be inviting several institutional investors to consider how the performance of their own monitoring responsibilities might support the reported SEC and Justice Department objectives.  It is in all our interests to build on the monitoring experience of several public purpose and investor sponsored Forum programs over the past five years, including an earlier CA program to address investor issues during its 2001 proxy contest, as well as the collective experience of participating institutional investors, fund managers, and other representatives of the investment community.  Your advice will be appreciated to help us develop the kind of monitoring CA shareholders need, and to establish an important marketplace model for responsible shareholder oversight of public investor interests.


            I will of course report to you the views of Forum participants concerning these common interests in effective monitoring, and look forward to discussing any suggestions you may offer.



                                                            Sincerely yours,




                                                            Gary Lutin




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.