NYSSA Summary Page (July 5, 2001)

Copied below is the summary page of the "Forum Program" as it appeared on the NYSSA web site on July 5, 2001, shortly before the program's conclusion.

The referenced documents which had been published on the NYSSA web site are provided now on this web site.  Selected news reports of the NYSSA programs are listed on a reference page.

Forum Program NYSSA's Corporate Governance & Shareholder Rights Committee

NYSSA's Committee for Corporate Governance initiated a program of “Forum” case studies in 1999 to focus investor attention on the practical analysis of value enhancement opportunities associated with corporate governance and control issues.

Each Forum is intended to illustrate different issues, addressing three essential “governance” questions to be considered by an investment decision-maker:

• Use of assets: Is management making the best use of corporate assets for the benefit of the owners, measured in terms of shareholder value?

• Board qualifications: Can existing or proposed members of the board be relied upon to establish strategic goals and monitor the performance of executive officers?

• Shareholder rights: Do shareholders have the available means and effective ability to exercise their rights?

Procedures and conditions of participation are defined specifically in each case to assure a fair and open forum for the presentation of all relevant views, and to provide NYSSA volunteers an opportunity to demonstrate the applications of professional analytical methods.

Gary Lutin has been a co-sponsor and adviser of each of the Forums shown below.

• National Presto Forum: Value of Corporate Governance Actions
  Status: Research and analyses completed April 1999; Forum Reports released by NYSSA December 1999 with revised analyses of NYSSA members, and statements of National Presto management. As of October 2000: shareholder lawsuit for breaches of directors' duties had been dropped in response to demand for bonding of potential costs under Wisconsin law; reported SEC investigations of requirements for registration as Investment Company remained unresolved; stock price declined to less than value of cash reserves. Continued monitoring to be reported. Continued monitoring to be reported.

  1. SUMMARY

  2. FORUM REPORTS (In *PDF format.)

• Dun & Bradstreet Forum: Strategic Alternatives
  Status: Forum suspended January 2000, pending further developments, in response to change in D&B management position to accommodate shareholder demands; company satisfactorily implemented plan to split into independent D&B and Moody's units.

  • SUMMARY

• Chesapeake-Shorewood: Management Defense vs. Shareholder Value
  Status: In "pac-man" contest of cross-bids, Shorewood negotiated higher premium from white knight International Paper; Chesapeake's management "won" contest of takeover defenses to remain in control, with stock price drifting down over 6 months to less than half of Shorewood bid. Continued monitoring of Chesapeake to be reported.

  1. SUMMARY (dated January 10, 2000)

  2. CONDITIONS OF PARTICIPATION - March 7, 2000 Meeting

  3. MARCH 7th PUBLIC MEETING

  4. QUESTIONS TO CHESAPEAKE BOARD

• Amazon.com: Responsibility for Investment Information
  Status: Participants in July 2000 open meeting, including Amazon.com Treasurer, supported establishment of a "Performance Analysis and Information Standards Panel" to develop new standards for communications between analysts and the companies they cover; November 2000 workshop unable to obtain sufficient information from Amazon to clarify company’s reports of "pro forma" cash flows and other performance metrics; Amazon management declined participation in February 2001 meeting and failed to respond to requests for information supporting their public representations; April and May 2001 meetings scheduled to hear positions of board candidates.

  1. SUMMARY (dated June 29, 2000)

  2. Performance Analysis and Information Standards ("PAIS") Panel

  3. Workshop for Analysts: November 14, 2000 Meeting

  4. Workshop for Analysts: December 7, 2000 letter to CEO Bezos encouraging audit committee review of Amazon responses to information requests (included)

  5. Workshop for Analysts: Amazon Response References

  6. Credit Analysis (Ravi Suria, dated February 6, 2001 - in PDF Format (size 318KB)

  7. February 28, 2001 Meeting: Foundations of Differing Analyses

  8. Presentation: Credit Manager Persepective (February 28, 2001)

  9. March 8, 2001 letter requesting Amazon board responses

  10. March 15, 2001 Letter to Amazon Board of Directors

  11. April and May 2001 Meetings: Shareholders Consider Director Candidates

  12. May 1, 2001 Letter to Director Candidates

NYSSA is proud to provide a forum for analysis and debate on issues relating to corporate governance and shareholder rights. The matters stated by participants do not necessarily represent a consensus of beliefs, and they do not constitute statements by NYSSA.

NYSSA makes no representation concerning the accuracy, completeness or timeliness of information conveyed by speakers in meetings or by authors in written communications. The speakers and authors are solely responsible for the content of their presentations.

Meaningful discourse often involves discussion among persons who flatly disagree with each other. NYSSA believes it can accomplish more by providing a forum receptive to divergent views than by endorsing one side of an issue. NYSSA urges all listeners and readers to participate actively in the analysis and debate, to question the correctness of statements that are made, and to reach their own independent conclusions.

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