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Request for Examiner Reporting on Responses
to Investor Inquiries as Required by Deferred Prosecution Agreement
(August 22-23, 2005)
Copied below is the text of an August 23, 2005 letter from
the Forum manager to the chairman of Computer Associates' board of directors, addressing
the board's responsibility for assuring management's respect of investor
inquiries, as required by paragraph 12(d) of the company's
Deferred Prosecution Agreement. Copies
of the letter were sent to the
court-appointed Examiner and to the United States Attorney requesting
consideration of these investor interests in the Examiner's reports of
management's compliance with the provisions of the Deferred Prosecution
Agreement.
A scanned copy of the referenced August 22,
2005 letter from Kenneth V. Handal, CA's secretary, executive vice president and
general counsel, can be downloaded from a link
in the section following the text, below.
Both letters refer to previous
August 11-16, 2005 correspondence relating
to an August 4, 2005 request for the board's
statement of policy to guide management responses to shareholder requests for
information. Reference is also made to the agreement suggested in the
shareholder Delegate's initial demand
letter of June 27, 2005 to assure compliance with securities laws, a copy of
which can be downloaded from the following link:
[letterhead]
LUTIN & COMPANY
575 Madison Avenue
New York, New York 10022
Telephone (212) 605-0335
Facsimile (212) 605-0325
August 23, 2005
By telecopier: 631/342-3300
Mr. Lewis S. Ranieri
Computer Associates International, Inc.
One Computer Associates Plaza
Islandia, New York 11749
Dear Mr. Ranieri:
The accompanying
August 22 letter from Mr. Handal states that he is responding not only to
my August 16 letter to him but also, with apparent authority, to the
letter of that date addressed to you. To be clear, I am addressing this
letter to you now in your capacity as chairman of CA’s board of directors,
regarding the board’s responsibility for defining a policy to guide
management responses to investor inquiries as previously addressed in my
August 4 and August 16 letters to you and as required by paragraph 12(d)
of the Deferred Prosecution Agreement.
Mr. Handal’s
latest letter repeats the misleading statements of his previous letters,
ignoring all the past responses. Your policy should not permit this.
Writing letters intended to mislead shareholders about their rights to
information should be no more tolerable than preparing financial
statements intended to mislead investors about the value of their
investment.
Under any
circumstances, with or without misleading statements, management should
not be allowed to discourage or frustrate legitimate investor inquiries.
And the company’s secretary and general counsel should not require
specific instructions from a judge about corporate laws that obligate
management to provide shareholders with the information they legitimately
request.
I also ask that
the board specifically direct Mr. Handal to refrain from further
misleading statements, in his letters or otherwise, about my seeking some
“special relationship.” You are assumed to be aware of my past statements
that the only role I am willing to play is described in the “Conditions of
Participation” which has been publicly posted on the CA Forum web site
since the program began. We should not be distracted by this fabricated
issue.
With a copy of
this letter, I ask the Examiner to consider these investor interests in
his reports to the U.S. Attorney’s Office of your compliance with the
provisions of the Deferred Prosecution Agreement.
Sincerely yours,
Gary Lutin
Enclosures
cc: Roslynn R. Mauskopf, Esquire
Lee S. Richards, Esquire
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