Raymond L. Wehling
45 Driscoll Dr.
Uncasville, CT. 06382
May 19, 2003
Mr. Jonathan G. Katz
Security and Exchange Commission
450 Fifth Street NW.
Washington DC. 20549-0609.
Dear Mr. Katz:
Press Release 2003- 46 File S7-10-03. Note using Word 97, Window 98 first addition html format. Reference SEC litigation release No.17465 / April 11,2002
Shareholder Proposals: For the novice stock investor.
- The novice investor need samples of the proper format to submit shareholder proposal in order to prevent the corporation from rejecting the shareholder proposal not being in the correct format.
- I notice that various companies / corporations in the annual report section " Submission of Shareholder for Inclusion in Proxy Statement " For a timely submitted shareholder proposal to be included in the proxy statement it must meet certain requirements of the Securities and Exchange Commission. An does not list requirements of the Securities and Exchange Commission or tell the stockholder how to find the requirements. I believe that if each company add the following sentence to section on how to submit a shareholder proposal the problem would be rectified.
" You can find the current policies / rules of the SEC for submitting Shareholder Proposal at http://www.sec.gov/rules/final/34-40018.htm."
Corporate Director Nomination process
- I firmly believe that " Any Chairman of the Board, Chief Executive Officer, Chief Finical Officers and Members of the board of Director should be not nominated to any position at other companies. If their previous company was force to restate previous years earnings and that company was fine dollars either by the Securities and Exchange Commission or the Justice Department because incorrectly reporting previous years earnings. An if they are a member of the Board of Director of another company at the time earning had to be restated that person should have to resign from that position and not be able to sit on the Board of Directors, Chairman of the Board, Chief Finical Officer, or Chief Executive Officer for 20 years after the Justice Department or Securities and Exchange Commission settle the case / allegation.
After I review Securities and Exchange Commission Litigation Release No.17465 / April 11 2002 . Stated that " the Securities and Exchange Commission filed a civil fraud injunctive action in the United States District Court for Southern District of New York , alleging that from at least 1997 through 2000, Xerox Corporation, a Stamford Connecticut-based public company, employed a variety of undisclosed accounting actions to meet or exceed Wall Street expectations and disguise its true operating actions performance from investors. These action, most of which violated generally accepted accounting principles (GAAP), accelerated Xerox's recognition of equipment revenue by over $3 billion and increased its pre-tax earning by approximately $1.5 billion over the four-years period from 1997 through 2000.
The complaint alleges that these accounting actions, which often were approved, implemented and tracked by senior Xerox management, had a substantial impact on Xerox's reported performance. For example, in the fourth quarters of both 1998 and 1999, accounting action generated 37% of Xerox reported pre-tax profit. The Commission complaint further allege that by 1998 nearly $3 of every $10 of Xerox annual reported pre-tax earning resulted from undisclosed accounting actions. Without these accounting actions, the complaint allege, Xerox would have fallen short of market earning expectation in virtually every reporting period from 1997 through 2000".
I am a stockholder in Xerox and Lucent Technologies Inc. and extremely dislike the way Paul A. Allaire, who was chairman of Xerox from 1991 - 2002, Chief Executive Officer May 2000 July 2001 and 1990- 1999. Mr. Paul A. Allaire has served as a member of Lucent Technologies board of director since the year 1996. Currently Mr. Paul A. Allaire was appointed to serve on the Chairman of the Audit and Finance Committee and member of the Corporate Governance and Compensation Committee of Lucent Technologies Inc. An at the present time Mr. Paul A. Allaire is still the Chairman of the Audit and Finance Committee and member of the Corporate Governance and the Compensation Committee.
At the February 19, 2003 Lucent Technologies meeting "the company wanted a Reverse stock split, to prevent being delisted on the New York Stock Exchange and they have stop paying dividends". I am currently waiting to see what action the Securities and Exchange Commission is going to rule against Cisco System Inc., which I currently own stock in and any other company, which had to restate their previous year's earnings.
In order to give the small investor confidence in the stock market the Securities and Exchange Commission must put a stop to the revolving door policy of allowing senior members of management of any company that had to restate earning to hold similar position in other companies. That policy is like letting a person convicted of drunk Driver two times continue to keep his driver license and drive until he serious injury or kills some in a car accident.
- I firmly believe that if a company has six position on the board of directors, the Chairman of Board / Chief Executive Officer should submit the names of 10 person to sit on the board, with the six highest in vote are elected to the board.
Contests for Corporate control: and
Companies various policies on appointing independent accountants example PricewaterhouseCoopers LLP and Deloitte & Tounche LLP.
- Some companies independent accountants is not required to be submitted to a vote of the shareholders of the company. While other company's are required to appoint independent accountants subject to shareholder ratification. An in both case shareholder are not informed or given a chance to change the independent accountants, if a independent accountant other accounts are having restate earning or have irregularities in accounting practice. In addition, shareholders are not giving a choice to between two accountants firms.
Raymond L. Wehling,
45 Driscoll Dr.
Uncasville, CT. 06382