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Sent: Wednesday, February 09, 2005 7:54 PM
Subject: Today's inconclusive meeting for CA management
cooperation
CA's senior governance and communications executives told me at this
morning's meeting that they were not prepared to make any decisions
about support of the Forum's programs, but that they want to "continue a
dialogue." The string of email correspondence copied below includes
management's statement of their position, provided at my request for
Forum distribution.
As previously reported, the meeting had been scheduled after several
weeks of informal communication to determine management's response to my
December 8, 2004 letter's request for
their cooperation. The meeting's stated objective was to decide how
CA would respond to the request, officially, and the executives had
been expected to define possible forms of support and appropriate
conditions.
Although the participating executives' commitment to "dialogue" suggests
hope for future cooperation, we must necessarily proceed without
management support to address the immediate shareholder oversight
requirements relating to the Restitution Fund. I will try to develop
suggestions for a suitable process, including provisions for its
funding, by the end of this week.
Your questions and comments will be welcomed.
GL
Gary Lutin
Lutin & Company
575 Madison Avenue, 10th Floor
New York, New York 10022
Tel: 212-605-0335
Fax: 212-605-0325
Email: gl@shareholderforum.com
----- Original Message -----
Sent: Wednesday, February 09, 2005 7:30 PM
Subject: Dialogue about considering cooperation
Bob -
Thank you for your response to my request
for a statement of your position that I can distribute to Forum
participants.
I appreciate your stated willingness, in
section 2 of your note, to consider support of a specific program.
Assuming you're responding to my note's suggestion of the Restitution Fund
program as a test case, I will look forward to hearing tomorrow what
additional information you need for your proposal of support.
Regarding the general concerns you
expressed, I hope nothing in my correspondence or conversations with you
suggested that I -- or CA's shareholders -- would want you to make unwise
commitments. In fact, if you review the past week's email exchanges,
you'll see that I'd encouraged reliance on conventional conditions to
assure sound practices. The essential purpose of the Forum is, after all,
to assure respect of shareholder interests.
Finally, your note's references to
undefined disagreements and differences suggest an opportunity for
constructive "dialogue." If you tell me what conditions seem impractical
and why, I'm sure we'll be able to solve the problems.
GL
Gary Lutin
Lutin & Company
575 Madison Avenue, 10th Floor
New York, New York 10022
Tel: 212-605-0335
Fax: 212-605-0325
Email: gl@shareholderforum.com
----- Original Message -----
Sent: Wednesday, February 09, 2005 4:10 PM
Subject: Re: Your suggested continuation of "dialogue"
Gary:
Despite our differences, Dan and I believe our meeting was useful. We
wanted to get back to you with our thoughts, as follows:
1. We are committed to continuing a dialogue with you. (And we do not put
the word in quotation marks.). We will surely disagree on various issues -
maybe on most issues - but we believe there is value in continuing to talk -
and listen.
2. We will continue to consider whether and how we might facilitate or
support the types of shareholder communications in which you are involved.
However, we cannot agree to do so without more specifics. These would
include more details as to the type of programs you have in mind, the goals
of the programs and, most particularly, the costs. As we said, we may have
very different views as to what is “reasonable,” and we believe that
committing to “reasonable” funding is not businesslike and could subject us
to criticism or worse. There are also other issues, such as remaining
independent from the process and competing demands for funding other
shareholder initiatives, that we need to resolve, and frankly, saying we
should fund them all is not acceptable - would you agree to that if you were
in our position?
As we said, you will publish what you will. However, if you are interested
in fairness, you should also state - and fairly state - our point of view as
well. To do otherwise would suggest that shareholder communication means
agreeing with one side's point of view; we think it should serve a higher
purpose.
Bob
(Sent via BlackBerry)
Robert B. Lamm
Senior Vice President --
Corporate Governance and Secretary
Computer Associates International, Inc.
One Computer Associates Plaza
Islandia, New York 11749
Telephone: 631.342.6211
Fax: 631.851.3037 (Desktop) or 631.342.4866
E-Mail: robert.lamm@ca.com
-----Original Message-----
From: Gary Lutin <gl@shareholderforum.com>
To: Lamm, Robert B <ROBERT.LAMM@ca.com>; Kaferle, Daniel J <DANIEL.KAFERLE@ca.com>
Sent: Wed Feb 09 15:39:57 2005
Subject: Your suggested continuation of "dialogue"
Bob & Dan -
As indicated at the conclusion of this morning's meeting, I was
naturally disappointed to learn that you had not been prepared to define any
kind of commitment to the cooperation requested in my December 8, 2004
letter.
Responding to your expressed desire to "continue a dialogue," I've asked
you to consider a specific example of requested cooperation in relation to
an immediate need for shareholder attention to the Restitution Fund. Issues
concerning the allocations of the $225 million must be addressed within the
next few weeks, as discussed, if the Fund's Administrator is to consider
shareholder views. Plans for a Forum program to define the issues must
therefore be developed within a couple of days. This planning process as
well as the program itself would benefit from CA's corporate support to
facilitate shareholder communications and fund the reasonable costs. Under
the cirucumstances, I'll appreciate your response later today or tomorrow.
For purposes of preliminary consideration of this test case for
cooperation, I'd suggested assuming that the Forum program for the
Restitution Plan would involve a panel of academic and professional experts
to review and report on the issues, with expenses for the experts and a
meeting open to interested shareholders. It should of course be assumed
that the conditions of CA cooperation would be defined to avoid any actual
or apparent influence of the Restitution Plan, and would be subject to the
Administrator's approval.
On a related subject, Bob, respecting your desire to avoid confusion of
your representation of the employee retirement "CASH" Plan in the context of
its interest in the Restitution Plan, I've asked you to provide me with the
names and contact information for the members of the Plan's Committee.
Finally, I encouraged you to provide me with a statement regarding our
meeting for my distribution to Forum participants.
I hope that our continuing "dialogue" will lead to some benefit for CA
shareholders.
GL
Gary Lutin
Lutin & Company
575 Madison Avenue, 10th Floor
New York, New York 10022
Tel: 212-605-0335
Fax: 212-605-0325
Email: gl@shareholderforum.com
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