Sent: Saturday, August 11, 2001 10:22 PM
Subject: Request to members of board for resolution assuring
Haefner freedom from poison pill
Copied below is the text of a letter sent late
Friday afternoon to the current members of CA's board of directors asking
them to adopt a resolution eliminating questions about the applicability
of the poison pill to CA's 21% shareholder, Walter Haefner. As indicated,
only the board can address this issue, and it is important to shareholders
that they do so.
An August 9th letter from Mr. Woghin presents
some of the arguments offered to the press, and can be made available by
fax to anyone who wants to see it.
I will of course inform Forum participants of
the board's response.
GL - 8/11/01
Text of 8/10/01 letter from
Gary Lutin to all members of CA board of directors
[letterhead]
LUTIN &
COMPANY
575 MADISON AVENUE, 10th FLOOR
NEW YORK, NEW YORK 10022
Telephone (212) 605-0335
Facsimile (212) 605-0325
August 10, 2001
By telecopier: 631/342-4900
Mr. Russell M. Artzt,
Mr. Linus W.L. Cheung,
Mr. Alfonse M. D'Amato,
Mr. Richard A. Grasso,
Ms. Shirley Strum Kenny,
Mr. Sanjay Kumar,
Mr. Roel Pieper,
Mr. Lewis S. Ranieri,
Mr. Willem F.P. de Vogel, and
Mr. Charles B. Wang
Computer Associates International,
Inc.
One Computer Associates Plaza
Islandia, New York 11749
To the members of the board of
directors:
I understand from Mr. Woghin,
acting as a corporate officer of Computer Associates, that you have been
informed of the "Forum" being conducted for the company's shareholders to
address their interests in the election of directors.
As you will see in the
accompanying copies of correspondence, there is currently some concern
that the company's largest shareholder may not have the effective freedom
to choose sides. The publicly available documents for the "Rights
Agreement" clearly permit the board to declare Walter Haefner an "Adverse
Person" if he associates with a dissident, thus triggering the poison
pill. To argue that Mr. Haefner should have no fear of the pill, Mr.
Woghin has presented legal interpretations of the Rights Agreement which
seem to be inconsistent with its plain language, and which are in any
event irrelevant because of the board's ultimate authority to interpret or
modify the definitions of an Adverse Person.
Shareholders need a clear and
certain answer to this question. It is therefore suggested that you settle
the matter decisively, assuming Mr. Woghin has accurately presented your
intent, by simply adopting a board resolution stating that no action will
be taken to declare Mr. Haefner an Adverse Person. I look forward to your
response.
Very truly yours,
/S/
Gary Lutin
cc: Mr. Steven M. Woghin
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