From: phil.aramoonie [phil.aramoonie@sbcglobal.net]
Sent: Monday, March 29, 2004 1:41 PM
To: rule-comments@sec.gov
Subject: S7-19-03

     Please vote in FAVOR of the following Proposed Rule.
       
      Phil Aramoonie 
       
      -----------------------------------------------------------


      Proposed Rule:
      Security Holder Director Nominations
      SECURITIES AND EXCHANGE COMMISSION

      17 CFR PARTS 240, 249 and 274

      [RELEASE NOS. 34-48626; IC-26206; FILE NO. S7-19-03]

      RIN 3235-AI93

      SECURITY HOLDER DIRECTOR NOMINATIONS

      Agency: Securities and Exchange Commission

      Action: Proposed rule.

      Summary: We are proposing new rules that would, under certain 
circumstances, require companies to include in their proxy materials security 
holder nominees for election as director. These proposed rules are intended to 
improve disclosure to security holders to enhance their ability to participate 
meaningfully in the proxy process for the nomination and election of 
directors. The proposed rules would not provide security holders with the 
right to nominate directors where it is prohibited by state law. Instead, the 
proposed rules are intended to create a mechanism for nominees of long-term 
security holders, or groups of long-term security holders, with significant 
holdings to be included in company proxy materials where there are indications 
that security holders need such access to further an effective proxy process. 
This mechanism would apply in those instances where evidence suggests that the 
company has been unresponsive to security holder concerns as they relate to 
the proxy process. The proposed rules would enable security holders to engage 
in limited solicitations to form nominating security holder groups and engage 
in solicitations in support of their nominees without disseminating a proxy 
statement. The proposed rules also would establish the filing requirements 
under the Securities Exchange Act of 1934 for nominating security holders.