The Shareholder Forum

Special Program


Independent Analysis of Shareholder Interests

in a merger transaction proposed by

Providian Financial Corporation

Forum Home Page


Providian Program Home Page

Program Summary

(August 10, 2005)

     In response to publicly expressed investor concerns about the pricing of a merger transaction proposed by the management of Providian Financial Corporation (“PVN”), a special “Forum” program has been initiated for the limited purpose of arranging an independent analysis of shareholder interests.

     The program is intended to develop a broadly applicable process for providing public shareholders with objective, professional analyses of transaction proposals, as an alternative to the current practice of relying on “fairness opinions” presented by a transaction’s proponents.

     Anyone with an interest in Providian or in the general objective of assuring informed investment decisions  is encouraged to participate in the program, which will be managed by Gary Lutin according to the usual Forum policies.

August 10, 2005



 Independent Analyses


Egan-Jones Report

The Egan-Jones Proxy Services division of Egan-Jones Ratings Co., an independent research firm which is recognized for its financial analyses of companies for institutional investor clients, published a report on August 17, 2005 and granted permission for the use of its report in this Forum program.


Glass Lewis Report

Glass, Lewis & Co., an independent research research and proxy advisory firm serving institutional investors, published a report on August 19, 2005 and granted permission for its use in this Forum program.


Proxy Governance Report

PROXY Governance, Inc., a new subsidiary of FOLIOfn offering independent proxy advisory services to investors, published a report dated August 18, 2005 and granted permission for its use in this Forum program.



The New York Times

Gretchen Morgenson

August 14, 2005

"Sometimes Investors Should Just Say No"

(see referenced August 10, 2005 letter)


August 21, 2005

"And They Call This Advice?"



Investor Views


San Francisco Chronicle

August 25, 2005

"Providian Takeover contested"



August 26, 2005

"Debate over Providian appraisal rights heats up"


Associated Press

August 29, 2005

"Providian Holders to Vote on Acquisition"



August 29, 2005

"Providian debate shows dealmaking art, not science"


Voting Result

67% of Shareholders Approve Merger


Associated Press

August 31, 2005

"Providian Shareholders Approve Sale"



ISS Controversy


Wall Street Journal

November 16, 2005

"ISS Pressed On Conflict By Governance Expert Millstein"


Dow Jones Corporate Governance

November 9, 2005

"ISS Advisor-Consultant Conflicts Raised As Governance Activist Goes Corporate"


Investor Relations Magazine


September 2, 2005

"The IR behind the Providian deal | Juggling investor opposition and a media frenzy"


The Deal

September 2, 2005

"Media Maneuvers | Friends"



Letter Requesting Providian Management Cooperation with Independent Analysis
(August 10, 2005)



Putnam Investments press release:

"Putnam Intends to Vote Against Proposed Merger of Providian Financial Corporation with Washington Mutual Inc."

(August 1, 2005)





(dated August 1, 2005)




Background Reference


July 21, 2003 Investment Dealers Digest:

"Fairness Opinions"


November 24, 2003 BusinessWeek:

"A Fair Deal -- But For Whom? | Fairness opinions in acquisitions are rife with conflicts -- and coming under fire"


February 24, 2004 The Deal:

"The deal evaluators"


June 11, 2004 Wall Street Journal (PAGE ONE):

"NASD Scrutinizes Conflicts
In Bankers' 'Fairness Opinions'"


December 29, 2004 Wall Street Journal (PAGE ONE):

"Good Reviews | Opinions Labeling Deals 'Fair' Can Be Far From Independent | Banks That Do Them Often Are Advisers on Transactions And Have Fees at Stake"


February 8, 2005 Wall Street Journal:

"Wall Street's 'Fairness Opinions' Draw Fire From Calpers"


March 20, 2005 New York Times (DealBook column):

"Mergers: Fair Should Be Fair"


May 29, 2005 New York Times (Morgenson column):

"Mirror, Mirror, Who Is the Unfairest?"


June 9, 2005 New York Times:

"Pathmark Vote Tests Wider Issues of Shareholder Control"


June 19, 2005 New York Times (Morgenson column):

"Yes, They Can Say No to a Merger"





Inquiries, requests to be included in email distribution lists, and suggestions of new Forum subjects may be addressed to

This public program addressing shareholder interests in Providian Financial Corporation (PVN) was initiated with the leadership support of Putnam Investment Management, and according to the Forum’s stated "Conditions of Participation" is open to all shareholders of the subject company and to any fiduciaries or professionals concerned with their decisions. In all cases, each participant is expected to make independent use of information obtained through the Forum, and participation is considered private unless the party specifically authorizes identification.

The information provided to Forum participants is intended for their private reference, and permission has not been granted for the republishing of any copyrighted material. The material presented on this web site is the responsibility of Gary Lutin, as chairman of the Shareholder Forum.