Sent: Tuesday, July 31, 2001 10:04 AM
Subject: Initiation of Forum for shareholders of Computer
Associates
Those of you who had expressed an interest in
Computer Associates will be pleased to know that there will, after all, be
a "Forum" to address the current shareholder choice of competing
candidates for the board of directors.
After the new administration of the New York
Society of Security Analysts announced its withdrawal from the Forum
program, a fund manager who supports the dissident slate of candidates led
by Sam Wyly initiated discussions with me to encourage the immediate
progress of a forum program, in time to address the CA proxy
contest, without waiting for the contemplated organization of a new
not-for-profit institute. We defined conditions which I consider
satisfactory for a non-partisan, fair and open forum following the
standards established in the NYSSA programs, and the Wyly group committed
its support according to those conditions. I've therefore agreed to
proceed with the Forum, and have also invited the CA management nominees
for the board to commit their support according to the same conditions.
The CA Forum's activities will of course be
focused on the information required by shareholders to decide who should
represent them on the board of directors. This involves two essential
questions, to be applied to each slate of candidates:
- What is the maximum
shareholder value that can be generated by the candidates' proposed
business strategy?
- Can the candidates be relied
upon to deliver the potential value to shareholders?
The first step will be to determine what
information is needed to answer these questions. The CA Forum will be
conducting a "Workshop" this week to define the issues shareholders
consider relevant. (For those of you who have not participated in a Forum
"workshop" before, the term is used to describe a relatively informal
process of professional collaboration, in which participation is
considered confidential unless someone specifically authorizes
attribution.) This will be used as the basis for preparing a written
request to all candidates for statements of their positions.
The CA Forum is open to all CA shareholders
and to investment professionals who are members of the Association for
Investment Management and Research ("AIMR"). Anyone wishing to
participate in the initial Workshop should call me at my office
(212/605-0335). You can also communicate by email, but I may not see your
message until the next morning.
GL - 7/31/01
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