From: green12grass-potomac@yahoo.com Sent: Wednesday, November 19, 2003 9:52 AM To: rule-comments@sec.gov Subject: File S7-19-03 Shareholder Director Nominations EVELYN Y. DAVIS Editor HIGHLIGHTS AND LOWLIGHTS Watergate Office Building - Suite 215 2600 Virginia Ave., N.W. Washington, D.C. 20037 (202) 737-7755 Re: Shareholder Director Nominations November 19, 2003 File: S7-19-03 Att: Jonathan Katz Secretary SEC 450 Fifth Street, N.W, Washington, D.C. 20549 Gentlemen and Ladies: THIS OUTRAGEOUS PROPOSAL CANNOT GO THROUGH. One cannot disenfranchise 95% of the shareholders to benefit 5% of large institutional shareholders who wish to have their SPECIAL interests represented on Boards. It is INCREDULOUS and ABSURD that the SEC is now using a DOUBLE STANDARD. Those hypocrites are SAYING how much they are FOR small shareholders while ACTING otherwise!!! Small shareholders can and WILL be hurt financially and otherwise IF this were to go through. With my forty yea rs of corporate governance experience, and I have been there LONG before those Johnny Come Latelies have shown up in the last few years, I have no choice but to have to AGREE with the corporations that this WOULD cause disruption to the whole corporate setup. This would only result in SOME (if not many) companies going Private; it would devalue stock prices; it could result in mergers (with SPECIAL interest Directors being able to pass on information to those who nominated them); also it would result in SOME Directors leaving Boards and companies being unable to get qualified Directors. In a vicious biased article in the Wall Street Journal of July 10, 2003 by Deborah Salomon it stated, ³Something measured has to be done to make it possible for significant shareholders who are not simply intrusive and disruptive to be involved in the process.² one SEC official said.² THIS PERSON, AND HE IS STILL WITH THE SE C, has insulted over 90 million small shareholders. This DISCRIMINATION and PREJUDICE should not be tolerated. We believe it was the SAME official in the Division of Corporate Finance who made statements in a Teleconference which was sponsored by organizations affiliated with LARGE shareholders, making derogatory remarks about small shareholders who do NOT use word processors, etc. (some do not use word processors for security and intelligence reasons). MOST 90 MILLION of US small shareholders are VOTERS!!!! Just because someone is a SMALL shareholder and VOCAL therefore he or she is intrusive, and because someone is a rep from a Large Institutional Holder they are great ­ come on now ­ they (the Institutions) are becoming a THREAT instead of a NUISANCE. And why should they get a threshold of just 35% of shares withholding votes for a Director when this is not extended to ALL resolutions and proponents!!! We small shareholders need SUPER MAJORITIES. The other DANGER is that THIS could be used as a PRECEDENT and that this (whether it is 1, 2, 5 or whatever % rule) COULD be extended to all resolutions, and I have seen THEM trying this many times in the past forty years. What they (the Institutions) are trying to do is nothing more than a PROXY FIGHT for FREE to get THEIR Special interests on the Boards. Also, statistically, MOST Institutional Shareholders are short term holders. ONCE they get a Director on a Board they are NOT going to stop (you give someone a finger and they want the whole hand). They can sell their stock soon after a meeting and move on to another company and so forth. As the FIRST LADY of CORPORATE GOVERNANCE (see New York Post, October 3, 2003) I have seen it ALL. These SPECIAL interest Directors do NOT represent the other 95% of small LONG TERM holders; most of those large institutions are in and out traders. I am asking to be a witness, speaker, panelist, round table speaker or whatever on any hearings, meetings, forums, etc. Has the SEC ever considered and looked at the possibility of CROSS NOMINATIONS??? Institutions A, B and C could get together and get the required 5% or whatever and nominate as a Director SOMEONE from Institution D with NO financial ties to A, B or C . Then Institutions D, E and F could join forces and nominate as a Director someone from Institution A with whom they have no financial relations, etc. YOU should get the IDEA. SOON they would have several Directors on the Boards of large corporations; yet they could sell their stocks and go on and on and go through the same proceduree with other corporations. TO THE DETRIMENT of SMALL LONG TERM SHAREHOLDERS. . . . . . . . . . . Sure I am ANNOYED when companies do not adopt my propos als, when sometimes I get 60, 70 or even 80% plus on shares voting. BUT four (4) companies this year adopted my proposals VOLUNTARILY. If ANY shareholder, large or small, gets OVER 60% of the shares voting for two consecutive years, and IF the Companies STILL do NOT adopt the proposal, THEN such a proposal should become BINDING, BUT without having a Special Interest Director on the Board. P.S. I know what discrimination is; I AM A HOLOCAUST SURVIVOR. The hypocrisy and DOUBLE STANDARD has to STOP. NO TWO CLASSES OF SHAREHOLDERS. What a joke when one hears SEC officials and others say how much they are FOR the rights of SMALL LONG TERM STOCKHOLDERS!!!! If this OUTRAGEOUS proposal goes through, it would be a far BIGGER scandal than the mutual funds scandal with far GREATER implications. Some of us long term small shareholders have held stocks for 10, 20, 30 or more years.