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

 

For subsequent Forum attention to the issues addressed in this project, see

Dell Inc.

special 2013 project supporting

investor realization of fair value

in a proposed buyout

 

 

Program Summary

(August 10, 2005)

     In response to publicly expressed investor concerns about the pricing of a merger transaction proposed by the management of Providian Financial Corporation (“PVN”), a special “Forum” program has been initiated for the limited purpose of arranging an independent analysis of shareholder interests.

     The program is intended to develop a broadly applicable process for providing public shareholders with objective, professional analyses of transaction proposals, as an alternative to the current practice of relying on “fairness opinions” presented by a transaction’s proponents.

     Anyone with an interest in Providian or in the general objective of assuring informed investment decisions  is encouraged to participate in the program, which will be managed by Gary Lutin according to the usual Forum policies.

August 10, 2005

 Independent Analyses

 

Egan-Jones Report

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 on August 17, 2005 and granted permission for the use of its report in this Forum program.

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Glass Lewis Report

Glass, Lewis & Co., an independent research research and proxy advisory firm serving institutional investors, published a report on August 19, 2005 and granted permission for its use in this Forum program.

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Proxy Governance Report

PROXY Governance, Inc., a new subsidiary of FOLIOfn offering independent proxy advisory services to investors, published a report dated August 18, 2005 and granted permission for its use in this Forum program.

 

 

The New York Times

Gretchen Morgenson

August 14, 2005

"Sometimes Investors Should Just Say No"

(see referenced August 10, 2005 letter)

and

August 21, 2005

"And They Call This Advice?"
 

♦♦♦

 

Investor Views

 

San Francisco Chronicle

August 25, 2005

"Providian Takeover contested"

♦♦♦

Reuters

August 26, 2005

"Debate over Providian appraisal rights heats up"

♦♦♦

Associated Press

August 29, 2005

"Providian Holders to Vote on Acquisition"

♦♦♦

Reuters

August 29, 2005

"Providian debate shows dealmaking art, not science"

♦♦♦

Voting Result

67% of Shareholders Approve Merger

See

Associated Press

August 31, 2005

"Providian Shareholders Approve Sale"


♦♦♦

 

ISS Controversy

 

Wall Street Journal

November 16, 2005

"ISS Pressed On Conflict By Governance Expert Millstein"

♦♦♦

Dow Jones Corporate Governance

November 9, 2005

"ISS Advisor-Consultant Conflicts Raised As Governance Activist Goes Corporate"

♦♦♦

Investor Relations Magazine

(IRontheNet.com)

September 2, 2005

"The IR behind the Providian deal | Juggling investor opposition and a media frenzy"

♦♦♦

The Deal

September 2, 2005

"Media Maneuvers | Friends"
 

 

 

 

 

Letter Requesting Providian Management Cooperation with Independent Analysis
(August 10, 2005)

 

♦♦♦


Putnam Investments press release:

"Putnam Intends to Vote Against Proposed Merger of Providian Financial Corporation with Washington Mutual Inc."

(August 1, 2005)

 

♦♦♦

 

Prospectus

(dated August 1, 2005)

 

 

 

Background Reference

 

July 21, 2003 Investment Dealers Digest:

"Fairness Opinions"

♦♦♦

November 24, 2003 BusinessWeek:

"A Fair Deal -- But For Whom? | Fairness opinions in acquisitions are rife with conflicts -- and coming under fire"

♦♦♦

February 24, 2004 The Deal:

"The deal evaluators"

♦♦♦

June 11, 2004 Wall Street Journal (PAGE ONE):

"NASD Scrutinizes Conflicts
In Bankers' 'Fairness Opinions'"

♦♦♦

December 29, 2004 Wall Street Journal (PAGE ONE):

"Good Reviews | Opinions Labeling Deals 'Fair' Can Be Far From Independent | Banks That Do Them Often Are Advisers on Transactions And Have Fees at Stake"

♦♦♦

February 8, 2005 Wall Street Journal:

"Wall Street's 'Fairness Opinions' Draw Fire From Calpers"

♦♦♦

March 20, 2005 New York Times (DealBook column):

"Mergers: Fair Should Be Fair"

♦♦♦

May 29, 2005 New York Times (Morgenson column):

"Mirror, Mirror, Who Is the Unfairest?"

♦♦♦

June 9, 2005 New York Times:

"Pathmark Vote Tests Wider Issues of Shareholder Control"

♦♦♦

June 19, 2005 New York Times (Morgenson column):

"Yes, They Can Say No to a Merger"

 

 

 

 

 

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.