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
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