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Letter Asking Chairman to Address
Shareholder Interest in Recovering Miscalculated Executive Compensation
(June 16, 2004)
Copied below is the text of a June 16, 2004 letter asking the
Chairman of Computer Associates, Lewis Ranieri, to address the issue of
recovering miscalculated executive compensation, which had been the subject of a
publicized letter threatening litigation.*
Mr. Ranieri responded in a
June 25, 2004 letter.
* The June 7, 2004 letter
from Bickel & Brewer,
a law firm representing an affiliate of the dissident
Sam Wyly, is not available in electronic
form, but can be provided in print form upon request.
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[letterhead]
LUTIN & COMPANY
575 Madison Avenue
New York, New York 10022
Telephone (212) 605-0335
Facsimile (212) 605-0325
June 16, 2004
By telecopier: 631/342-6630
Mr. Lewis S. Ranieri
Computer Associates International, Inc.
One Computer Associates Plaza
Islandia, New York 11749
Dear Mr. Ranieri:
The accompanying copy of a publicly reported letter to Computer
Associates from a lawyer representing Sam Wyly’s Ranger Governance, provided
by the lawyer’s public relations agent, presents issues which are relevant
to the investment interests of all the company’s shareholders.
I believe that most of CA’s shareholders would share the view
expressed in the letter that shareholder interests require a responsible
resolution of issues relating to miscalculated compensation. But I think
many of them would question the suitability of Ranger Governance to
represent broader shareholder interests in this matter, considering Mr.
Wyly’s past dealings with the company.
Many shareholders would also support the general idea of
“cooperation” proposed in the letter, assuming appropriate representatives
and responsibilities. A sensibly defined process of collaboration could
assure the effective resolution of all the integrity issues that continue to
burden CA, in the eyes of both investors and investigators. And it could
present a perfect opportunity for you to demonstrate current management’s
enlightened leadership.
I expect to be discussing the requirements of a satisfactory
cooperative process with some of your shareholders during the next few days,
and will try to develop some practical suggestions for your consideration.
Sincerely yours,
Gary Lutin
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[The June 7, 2004 letter from
Bickel & Brewer,
a law firm representing an affiliate of the dissident
Sam Wyly, is not available in
electronic form, but can be provided in print form upon request.]
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