From: Bruce Raynor [BRaynor@uniteunion.org] Sent: Monday, December 22, 2003 9:24 AM To: rule-comments@sec.gov Subject: File No. S7-19-03 December 22, 2003 Mr. Jonathan G. Katz, Secretary Securities & Exchange Commission 450 Fifth Street, NW Washington, DC 20549 Re: Reform of Proxy Access Rules, File No. S7-19-03 Dear Mr. Katz: On behalf of the benefit funds serving UNITE members, I am writing in response to the proposed rules relating to shareholder director nominations published by the Securities and Exchange Commission on October 23, 2003. UNITE represents 250,000 union members across the U.S. and Canada and is responsible through our affiliated employee benefit funds for over $4 billion in funds, much of which is invested in U.S. corporations. On behalf of the funds, I urge the Commission to promptly adopt a final rule permitting shareholders access to the proxy card and materials prepared by publicly-traded corporations for the purpose of nominating director candidates. I believe that the Commission's proposal for reform of proxy access rules represents an important step toward meaningful reform of shareholder access rules and would like to make some suggestions for revisions which I think would make the final rule more effective. First, I want to say that the I believe the Commission's initiative is right-headed in undertaking the rulemaking process by building on the philosophy behind the rule which governs the shareholder proposal process, Rule 14a-8. That is, if a subject is of sufficient importance to be considered by all shareholders, then a company should be required to place that resolution in the company's proxy materials and give all shareholders an opportunity to vote on the matter, rather than simply soliciting proxies to oppose the item. Taking this into consideration, I suggest the following adjustments to the proposed new rule. I submit that that any shareholder or group of shareholders who holds at least three percent of the outstanding shares should be eligible to nominate candidates who are willing to serve and who would therefore be eligible for inclusion in the company-prepared proxy materials. I believe that thresholds similar to those in Rule 14a-8 should adequately qualify investors to put forward board candidates who fulfill certain requirements. I am concerned that the very narrow trigger process outlined in the proposed rule would: a) make it impossible for investors to effectively respond in situations where companies are in crisis due to the minimum 2-year mechanisms prescribed; and b) eliminate certain companies which should be considered as subject to contested elections--for instance, companies with material earnings restatements or companies that are the subject of administrative actions charging violations of federal securities laws. In conclusion, I appreciate this opportunity to comment on the proposed rule and urge the Commission to implement an amended new rule as promptly as possible. Thank you for your consideration of these comments. Sincerely, Bruce Raynor President UNITE 275 Seventh Avenue New York, NY 10001 *************************************************************************** This message contains confidential information and is intended only for the individual named. If you are not the named addressee you should not disseminate, distribute or copy this e-mail or its attachments. Please notify the sender immediately by e-mail if you have received this e-mail by mistake and delete this e-mail from your system. E-mail transmission cannot be guaranteed to be secure or error-free as information could be intercepted, corrupted, lost, destroyed, arrive late or incomplete, or contain viruses. Amalgamated Bank therefore does not accept liability for any errors or omissions in the contents of this message which arise as a result of e-mail transmission. If verification is required please request a hard-copy version. ******************************************************************************