From: Mike Schaefer [mike2004@cox.net]
Sent: Thursday, October 16, 2003 3:59 PM
To: rule-comments@sec.gov
Subject: file no. S7-14-03

As a longtime active investor, attendee at annual meetings, former legislator
(City Council, City of San Diego), former U.S. House Nominee, former SEC staffer
(1962), I submit comment on proposal to open up corporation elections to 
nominees other than the Nominating Committee.
 
1. Nomination on petition of 5 shareholders would avoid one-man crusades by 
persons having no support;

2. Financial threshhold is always a problem, we do not want to limit nominees 
to institutonal directors, would suggest $20,000 would be somewhat equal to 
what minimal investors on Nominating committee nominees often are found to 
hold, sometimes they own nothing.
 
Of concern to me, in a town where the vested management is often autocratic, 
and even banishes from their casino-properties anyone who had the misjudgment 
to sue them for something, Las Vegas, is that rules guarantee the investor the 
right to physical attendance at annual meeting so that there is assured 
opportunity to hear management presentation, examine management on any issue 
by way of question, and vote shares in person or by proxy; currently it is 
Commission policy that (a)this is l00% a matter of State Law as to whether 
investors can attend annual meetings, and (b)it appears that the right of an 
investor to attend seems satisfied if the attendance by proxy is permitted and 
utilized, there being no assurance that an investor can physically attend. 
(This is an absurd position, but a few years ago Mirage Resorts, predecessor to 
MGM MIRAGE, used its bully pulpit to threaten me with arrest if I attended the 
annual meeting because they had issued an Trespass Order when I filed suit 
against them over a contract dispute, fact that I hold proxies for 6 other 
investors plus my own 1000 shares did not make any difference, the only 
"attendance" was by proxy---I expect this issue to be re-evaluated in your 
determining what the ballot should consist of, you must determine who gets 
the ballot and what can be done with it; of course management prefers not to 
be accountable to shareholder questions, and if MGM MIRAGE is right on this 
one, then the Fortune 500 should simply announce that annual meetings will in 
the future be by proxy only, in the board room, with the board and staff only
---think of the savings by not having to rent premises, hire security, providing 
catering services, etc..
 
J.Michael Schaefer,   
MIKE2004@COX.NET, 
3930 Swenson St. 103, 
Las Vegas, NV. 89119