From: paul [paul@thorntonmotion.com]
Sent: Monday, December 22, 2003 3:32 PM
To: rule-comments@sec.gov
Subject: S7-19-03

      Comments on S7-19-03 (Proposed Director Nomination Changes)



      Dear Sir or Madam:

      The proposed director nomination rule changes rely on trigger
      mechanisms.  Two in particular: a successful 14a-8 direct access
      proposal or a 35% withhold vote.  It is my experience that the SEC
      does not fully enforce the present 14a-8 regulations, and it is my
      understanding that the SEC regards a withhold vote campaign as a
      solicitation.

      Given these circumstances, these proposed triggers will not be 
      effective.  In order to make these triggers effective:

          1)  The SEC should require companies to properly handle 14a-8 
              shareholder proposals.

          2)  The SEC should require companies to accurately report the
              results of their annual meetings.

          3)  The SEC should create a safe haven for withhold vote
              campaigns.

      I have personally witnessed several examples of improper handling
      of shareholder proposals by companies.  The most recent example 
      is Warren Buffett's handling of a shareholder proposal at the 
      Berkshire Hathaway 2003 Annual Meeting.


      WARREN BUFFETT'S CONDUCT OF 2003 BERSHIRE HATHAWAY ANNUAL MEETING

      15,000 to 20,000 people attended the 2003 Berkshire Hathaway
      Annual Meeting in Omaha, Nebraska, on May 3, 2003.  Ten microphones
      were spread among the crowd, but only one microphone was used during
      the formal part the of meeting.  Warren Buffett made it clear that
      he wished to conduct the formal part of the meeting very quickly--
      in five to ten minutes.  

      The "Notice of Annual Meeting" stated that one of the purposes of
      the meeting was to "act on a shareholder proposal, if properly
      presented at the meeting."  A 14a-8 shareholder proposal, by
      Christopher J. Fried, was properly presented at the meeting.
      Warren Buffett, as meeting chairman, asked for a second to the
      proposal.  When no second was offered, he allowed the proposal 
      to be ruled "dead" and did not call for a vote on it.  I would
      have seconded the motion, but the meeting was organized to
      prevent shareholder participation during the formal part of the
      meeting--only one microphone for 15,000 people.

      Warren Buffett acted improperly in this case.  There is no 
      requirement for a second in Delaware law, the Berkshire Hathaway
      Certificate of Incorporation, or the Berkshire by-laws.  The
      SEC has offered the opinion (Motorola, Inc. No-Act. October 8,
      1987) that requiring a second is not a "valid condition" under
      these circumstances.  Even if a second could be required, Warren
      Buffett had a duty to make it possible for any shareholder to
      second the proposal.

      In the above mentioned no-action letter, the SEC also indicated
      that it would not take any enforcement action regarding Motorola's
      improper handling of a 14a-8 proposal.  It appears that companies
      need not handle 14a-8 shareholder proposals properly.


      WARREN BUFFETT'S REPORTING OF THE 2003 ANNUAL MEETING RESULTS

      I informed Warren Buffett of a number of problems regarding the
      conduct of the 2003 Annual Meeting.  The result was that Berkshire
      Hathaway reported a vote for this 14a-8 shareholder proposal even
      though it had been ruled "dead" and was not put to a vote.

      I have made both the SEC and Berkshire Hathaway aware of this 
      inaccurate reporting.  The vote was reported in the Berkshire 10-Q
      for the second quarter of 2003.  I am not aware of any action being
      taken to correct the record.


      SAFE HAVEN FOR WITHHOLD VOTE CAMPAIGNS      

      In its present form, the sole purpose of the withhold vote is to
      allow shareholders to communicate a general dissatisfaction to the
      board.  A withhold vote is therefore speech and the SEC should not
      interfere with this shareholder speech.

      The withhold vote remains speech even if the SEC decides to use a
      withhold vote as a trigger.  Shareholders should therefore be allowed
      to conduct a withhold vote campaign without SEC interference.

      The SEC should create a safe haven for withhold vote campaigns.  The
      SEC should clearly state, in plain English, that:
           1)  No SEC filings are required to conduct a withhold vote 
               campaign.
           2)  Withhold vote campaigns will only be subject to the normal
               prohibition against fraud.  


      CONCLUSION

      Without changes in SEC enforcement and the SEC developing a respect
      for the free speech of shareholders, these proposed rule changes are
      meaningless.


      Thank you for your consideration.

      Paul Tomasik
      605 N Williams
      Thornton, Il 60476

      paul@thorntonmotion.com