Subject: Proposed new SEC Rules (S7-25-97) Date: 11/24/97 7:03 PM 1606 Hardwood Avenue Charlottesville, VA 22903 Arthur Levitt, Chairman Securities and Exchange Commission 450 5th Street, N.W. Washington, D.C. 20549 Dear Chairman Levitt, I am writing to express my strong objection to S7-25-97, the proposed new SEC rules which could limit my rights as an American shareholder to address corporate conduct and business practices. Shareholder participation through the proxy process has led to many important changes in corporate behavior that have benefitted the shareholders and the larger society. Shareholder proposals have wrought many changes in corporate policies with respect to such issues as apartheid in South Africa, child labor and prison labor, and they have led to the establishment of clear standards for environmental responsibility. Shareholder resolutions have focussed corporate and managerial attention on employment discrimination in the United States and abroad. These issues are important to shareholders, as they are to most Americans. Rule 14a-8 has been vital in all this work. I would not be willing to invest in the market if I could not have a voice in the decisions made by the corporations using my money. The Commission's proposals weaken the safeguards for investor participation. I applaud the SEC for reversing the Cracker Barrel decision. The new rules package, however, undercuts that move, and would hinder the process of shareholder dialogue and effectively close off shareholder access to the proxy. Don't let these proposed rules silence the voice of American stockholders. If these new rules are implemented, restricting access to and participation in the actions of corporations supported by our investments, I predict that many of my generation may find the corporations so unresponsive that we cease to invest. Sincerely, Louise S. Gardner