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[letterhead]
LUTIN & COMPANY
575 Madison Avenue
New York, New York 10022
Telephone (212) 605-0335
Facsimile (212) 605-0325
September 20,
2004
Ms. Roslynn R. Mauskopf
United States Attorney’s Office
147 Pierrepont Street
Brooklyn, New York 11201
Fax: 718-254-6479
Mr. Stephen M. Cutler
Division of Enforcement, U.S. Securities and Exchange Commission
450 Fifth Street, NW
Washington, DC 20549
Fax: 202-942-9636
Re: Computer Associates International, Inc.
Dear Ms. Mauskopf and Mr. Cutler:
News reports that you are considering provisions for a monitor
as part of a settlement with Computer Associates (“CA”) are encouraging to
investors who seek constructive remedies of the company’s past management
conduct.
As you may know, many of CA’s shareholders had reached the same
conclusion that you have about the need for more effective monitoring. A
“Forum” program for CA shareholders is currently being organized to address
their concerns about management’s continuing failure to resolve governance
issues, summarized in an introduction as “Establishing Corporate Integrity –
Monitoring management corrective actions required to reduce enterprise risks
and associated stock pricing discount.” (See
www.shareholderforum.com.) It is
reasonable to assume that the monitoring objectives of this program’s
participants – the Forum is open to all shareholders, and in past programs
many of the leading participants have been institutional investors concerned
with public interests – would be consistent with the objectives of a monitor
appointed by government agencies concerned with public investor interests.
Any suggestions of how the CA Forum might support your
monitoring objectives will be welcomed. We are now in the process of
developing an advisory panel of representative shareholders to guide the
definition of issues to be addressed and the related demands for
information. An independent proxy advisory firm with recognized expertise
in accounting and audit issues, Glass Lewis & Co., was engaged last month to
provide CA Forum participants with research support for the next year, and
other professional services may be engaged as monitoring requirements
evolve. At this early stage, it should be easy to accommodate any
additional monitoring requirements that will serve CA’s public investors.
During the next few days I will be inviting several
institutional investors to consider how the performance of their own
monitoring responsibilities might support the reported SEC and Justice
Department objectives. It is in all our interests to build on the
monitoring experience of several public purpose and investor sponsored Forum
programs over the past five years, including an earlier CA program to
address investor issues during its 2001 proxy contest, as well as the
collective experience of participating institutional investors, fund
managers, and other representatives of the investment community. Your
advice will be appreciated to help us develop the kind of monitoring CA
shareholders need, and to establish an important marketplace model for
responsible shareholder oversight of public investor interests.
I will of course report to you the views of Forum participants
concerning these common interests in effective monitoring, and look forward
to discussing any suggestions you may offer.
Sincerely yours,
Gary Lutin
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