The Shareholder Forum

supporting investor interests in long term enterprise value

 

Purpose & History of Services

The Shareholder Forum

The Shareholder Forum supports investor interests in corporate enterprise value with services that require independence – and that may benefit from the Forum’s network resources and recognition for advocacy of long term investor interests – to assure a definition of relevant issues and fair access to information that can be relied upon by both corporate and investor decision-makers.

The policies that provide a foundation for the Forum’s marketplace functions have been carefully developed and tested to allow any investor to participate in its communications, either anonymously or visibly, without acting in concert. Established originally to accommodate professional fund managers, this independent moderator function has proved to be consistently effective in managing orderly processes of issue definition for rational analysis by fiduciaries who are responsible for informed decisions.

Initiated in 1999 by the New York Society of Security Analysts with lead investor and former corporate investment banker Gary Lutin as guest chairman to address the professional interests of its members, and independently supported by Mr. Lutin since 2001, Forum programs have achieved wide recognition for their effective definition of important issues and orderly exchange of the information and views needed to resolve them. The Forum's ability to convene all key decision-making constituencies and influence leaders has been applied to subjects ranging from corporate control contests to the establishment of consensus marketplace standards for fair disclosure, and has been relied upon by virtually every major U.S. fund manager and the many other investors who have participated in programs that addressed their interests.

Currently important applications of the Forum’s independent position include the support of corporate managers who wish to provide the leadership expected of them by responding to activist challenges with orderly reviews of issues relevant to long term investor interests.

Requests for Shareholder Forum consideration of support may be initiated confidentially by any investor or by the subject company, or by the professional advisors to either.

Special Program

 

Independent Analysis of Shareholder Interests

in a merger transaction proposed by

Providian Financial Corporation

 

See

Program Index

 


Letter Requesting Providian Management Cooperation with Independent Analysis

(August 10, 2005)

Copied below is the text of a letter sent to the chairman of Providian's board of directors requesting management's cooperation with an independent, shareholder controlled analysis of investor interests in a proposed merger transaction with Washington Mutual, Inc.

It was reported in an August 14, 2005 New York Times article that a Providian spokesman had said that "the company would probably not" cooperate as requested.  There had been no other response to the letter as of August 17, 2005.

On August 17, 2005 the Egan-Jones Proxy Services division of Egan-Jones Ratings Co., an independent research firm which is recognized for its financial analyses of companies for institutional investor clients, published a report addressing the interests of Providian shareholders in the proposed transaction and granted permission for its use in the special Forum program.

 

[letterhead]

LUTIN & COMPANY

575 Madison Avenue

New York, New York 10022

Telephone (212) 605-0335

Facsimile (212) 605-0325

 

August 10, 2005

 

 

By telecopier: 415-278-6028

 

Mr. Joseph W. Saunders

Providian Financial Corporation

201 Mission Street

San Francisco, California 94105

 

 

Dear Mr. Saunders:

 

            As indicated in my telephone message, your cooperation is requested to facilitate an independent, shareholder controlled analysis of investor interests in your proposed transaction with Washington Mutual.

 

            It is assumed that you will appreciate the perceived need of many Providian shareholders for a clearly objective professional analysis of the alternatives being presented for their consideration, particularly in the context of a large unaffiliated shareholder’s publicly stated disagreement with the opinions of the investment bankers engaged by the transaction’s proponents.  In this case, investors may find it especially difficult to rely on the opinions of investment bankers who have interests in contingent transaction fees as well as in continuing relationships with both the seller’s and buyer’s corporate management.

 

            Efforts will be made to select a securities analyst and define the engagement arrangements within a week, so that a report can be made public in time for consideration by shareholders in their voting decisions.  Knowing whether we may expect the cooperation of Providian management will help us plan a more efficient process and minimize costs.  Specifically, it is hoped that you would respond voluntarily to the independent analyst’s information requests, since the formal procedures for demanding records would not allow completion of a rigorous review before your currently scheduled August 31 meeting date.  And regarding a matter that concerns many institutional investors, your willingness to assume corporate responsibility for the reasonable expenses of an independent analysis – by means of a contribution to a not-for-profit institute that can manage the arrangements – would fairly allocate its costs among all Providian shareholders who benefit from it, eliminating the need for some investors to bear a disproportionate burden for their leadership.

 

            For a preliminary indication of the standards that will be followed to assure the integrity of the process, you may wish to review the conditions that have been defined for participation in various shareholder “Forum” programs posted on the following web site:

 

www.shareholderforum.com

 

            Please let me know what additional information will be useful to you in your consideration of this request.  I will of course welcome any suggestions you may have to make the contemplated independent offer analysis as useful as possible to Providian’s shareholders, and look forward to discussing your views.

 

 

Sincerely yours,

 

 

 

 

Gary Lutin

 

 

 

 

 

Inquiries, requests to be included in email distribution lists, and suggestions of new Forum subjects may be addressed to inquiry@shareholderforum.com.

Publicly open programs of the Shareholder Forum are conducted for free participation of all shareholders of a subject company and any fiduciaries or professionals concerned with their decisions, according to the Forum’s stated "Conditions of Participation." In all cases, each participant is expected to make independent use of information obtained through the Forum, and participation is considered private unless the party specifically authorizes identification.

The information provided to Forum participants is intended for their private reference, and permission has not been granted for the republishing of any copyrighted material. The material presented on this web site is the responsibility of Gary Lutin, as chairman of the Shareholder Forum.

Shareholder Forum™ is a trademark owned by The Shareholder Forum, Inc., for the programs conducted since 1999 to support investor access to decision-making information. It should be noted that we have no responsibility for the services that Broadridge Financial Solutions, Inc., introduced for review in the Forum's 2010 "E-Meetings" program and has since been offering with the “Shareholder Forum” name, and we have asked Broadridge to use a different name that does not suggest our support or endorsement.