December 14, 1997 RE: File No. S7-26-97 Jonathan G. Katz, Secretary Securities and Exchange Commission 450 5th Street, NW Washington, DC 20549 Dear Mr. Katz: We at Aeroquip-Vickers, Inc. appreciate the opportunity to comment on two bills - H.R. 944 and H.R. 945 -- introduced in the House by Representative Paul Gillmor. We believe that passage of these bills will put a serious burden on publicly held companies, with the effect that contributions to charitable organizations could be decreased or eliminated. Companies such as Aeroquip-Vickers have operating locations around the world, as well as across the United States. The terms of H.R. 945 would be most workable for companies that primarily contribute to well-known, national charities, ones familiar to shareholders. However, Aeroquip-Vickers' contribution support targets the communities where we have operations, and the needs within these communities vary dramatically. The only "charitable" national organization office we support is Junior Achievement, and that is only to complement the JA support we provide in the local communities. Since shareholders wouldn't be able to determine appropriate charities in each individual community, the implication is that H.R. 945 would change the contribution focus of companies such as ours by mandating support of national programs. The obvious losers under such a scenario are the charities in local communities. While H.R. 945 would allow a company to make contributions in addition to those approved by shareholders, obviously there would be considerably less resources to do so. The result would be that needs will go unmet in small communities around the country. Non-profit organizations could be even bigger losers if companies decide it's just not worth the hassle of gaining shareholder approval and eliminate their support programs altogether. For several years, the federal government has been decreasing its funding of non-profit organizations, asking the private sector to pick up the slack. With the passage of H.R. 944 and H.R. 945, the government will seriously jeopardize the public sector's willingness to continue in this role. H.R. 944 leads to other considerations. Its requirement that each contribution must be listed and reported to shareholders is only going to lead to a host of shareholder questions. And while it will be easy for us to explain why we contributed $25 to support a Little League baseball team in Searcy, Arkansas, is it a good use of shareholders' profits to spend time doing so? Directors are elected by shareholders to put managers in place to handle the day-to-day activities of the company. And certainly charitable contributions are part of those daily activities, as are buying supplies, contracting with vendors and purchasing services. Shareholders are asked to approve mergers, stock options and performance incentive plans, and independent auditors, but it goes against common sense to have shareholders making decisions on day-to-day operations. We urge you to consider these comments, as passage of these bills will certainly discourage corporate contributions, to the detriment of local communities nationwide. Sincerely, Richard G. Rump Director - Corporate Communications Aeroquip-Vickers, Inc. 3000 Strayer Maumee, OH 43537 Phone: 419-867-2292 Fax: 419-867-2395 e-mail: rick.rump@aeroquip-vickers.com ??