From: mah44 [mah44@swbell.net]
Sent: Tuesday, April 15, 2003 2:37 PM
To: rule-comments@sec.gov
Subject: Petition for Rulemaking (SEC File No. 4-461)

Hon. Jonathan G. Katz,
 
In the matter of the subject petition and related considerations - the issue is 
whether or not a corporation's shareholders have a right to influence the 
direction of that corporation.  Right now, there is nothing in place that assures 
that right and it has therefore been largely mitigated.
 
I sold my private company in 1996 to a public company and was compensated with 
restricted stock.  By the time that stock became unrestricted, the value was 
one-third of its original.   The company was performing far below the industry 
average.  In successive stockholders meetings, I begged the Board to make changes 
in leadership before it was too late.
 
Finally, another shareholder nominated me for the Board.  I posted my vision for 
the company, my qualifications, and my general analysis on the internet for all 
the shareholders to judge.
 
Because of the existing rules of the SEC, my candidacy was virtually locked away 
from the mainstream shareholders.  Only those attending the annual meeting could 
vote for me.  My name did not appear on the proxy ballot.
 
Within 12 months that company was in very big trouble due to issues that I had 
warned about.  Xetel Corporation is now in the final stages of bankruptcy and 
there will be no value returned to the shareholders.
 
Could I have made a difference?  I think so, without doubt.
 
As that company was liquidating what little value remained, I wrote a board member 
and warned that the CEO should be reminded that his responsibility was still to the 
stockholders, and that any attempts to leverage the company assets for his own 
personal gain should be discouraged - if, indeed, that scenario was in play.  
That director sent me a scathing reply reminding me regarding the statutes against 
defamation.
 
Never, even to the end, did that board ever demonstrate the smallest concern for 
the shareholders that they were supposed to be representing.
 
This neeeds to change.  The directors need to be at arms length from the executives 
that they supervise.  Changing the rules is imperative so that a practical 
opportunity to have representation on the board of directors is provided to the 
shareholders .
 
Thank you.
 
Malcolm A. Hargrave
mhargrave@qwks.com
9412 Shady Valley Dr.
Dallas, Texas 75238