Subject: File No. 1-09274
From: Marc Fogel
February 18, 2005
Reference: File Number 1-09274
I am writing to object to the delisting of Carmel Containers from the American Stock Exchange.
My wife and I had planned to sell our shares of Carmel Containers to meet our living expenses when we retire. If the stock is no longer publicly traded, we will not be able to sell these shares. We will also be subject to the arbitrary whims of the company in other regards such as a merger in which shareholders are cashed out.
We believe that the company’s filing is misleading when it suggests that there are relatively few shareholders since the company counts all shares in street name at a single broker as only one account.
We further believe that this action on the part of Carmel Containers fundamentally changes the terms under which we first invested in the company. We would never have invested in a private company, so we feel that we are now being forced into a type of investment that we would not have made in the first place.
The company’s recent behavior raises the specter of other “games” the company may play in the future. Will it take itself private at a price far below fair market value? Will it use its new status to hide transactions and other dealings with interlocking companies and their management? Will it deregister with the SEC and file no financial results at all?
We believe the Commission should not allow the company to disenfranchise small shareholders. At the least, the Commission should require the company to establish a mechanism whereby smaller shareholders can receive fair market value for their shares.