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Author: RodgerRafter Big red star, 1000 posts Feste Award Nominee! Old School Fool CAPS All Star Add to my Favorite Fools Ignore this person (you won't see their posts anymore) Number: of 203950  
Subject: All My Ducks in a Row Date: 12/16/2002 3:16 AM
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I think I've got everything fixed with our shareholder's proposal and am ready to send it back to Apple.

Getting a statement of ownership from my online brokers ended up being a lot more difficult than I expected. I've held Apple in 3 different online accounts, but only continuously over a year in two of them, so I asked them both for letters.

I reached the first one by phone and after explaining the situation they said it would be no problem but that I needed to put in the request online. Their online support system didn't work like it was supposed to, but eventually I got the request submitted in a roundabout fashion. After several days, I sensed that they really didn't know what to do with my request, so I sent a follow up message with a link to an SEC website explaining the procedure. Shortly after that I got a message that they were sending me copies of all my monthly statements as proof of ownership. However, the SEC website explicitly states that a letter is required and that monthly statements are not adequate. I quickly called their tech support number and explained the whole sad story and that I was running out of time. Fortunately the man who helped me was very competent and straightened things out quickly.

While all this was happening, I was also trying to get a similar letter from my other online broker. Contacting them by email was easy, and I quickly got a long response saying that they would be glad to send me copies of my monthly statements for $10 each. I told them that I needed a letter, and not statements and sent them the SEC link. They sent a long message back saying the statements would be sufficient. I sent them another email quoting the exact portion of the link that said statements were not adequate. They sent me a long message stating that they don't do statements of ownership. I sent them another message saying that it was a simple request and that we'd all save a lot of time if they'd just grant it and asking them to refer me to someone who could do it if they weren't able to. They sent me a short message stating that letter I requested was in the mail.

I now have both letters, ready to go, although I only need one. I also need to write a brief statement of intent to continue holding Apple up to the shareholders' meeting. The final task is reducing the proposal and statement of support down to 500 words or less. I had to chop out about 1/3rd of it, so I simplified the actual proposal some and trimmed the argument a lot. I also added a link to this message board (what the heck, a lot of Apple Shareholders will be seeing this proposal). I've included the proposal below. If anyone wants to proofread and check the word count, the help is appreciated. Here's a link to the original proposal we all voted on:

http://boards.fool.com/Message.asp?mid=18142016

I've chopped out anything that anyone feels is important, respond with a suggestion of what else could be chopped to make room for its reinsertion:



SHARE REPURCHASE PROGRAM

Shareholder Proposal

Resolved that the shareholders of Apple Computer, Inc. (“the company”) hereby request that the company's Board of Directors make adjustments to the company's current share repurchase program, ensuring that:

1. The Chief Financial Officer, the Chief Executive Officer and the Board of Directors will meet at least once each quarter to set guidelines for use of the company's share repurchase program in the following fiscal quarter. After consulting management, the Board of Directors will decide upon;

a. A Target Price Level where the board feels confident that repurchasing shares constitutes a good investment of shareholders' assets.

b. A Maximum Price Level, above which management will not be allowed to repurchase shares during the upcoming quarter.

c. Adequate Funding, to ensure that enough cash is available to fund the repurchase program when it's use is deemed desirable.

2. Management will include a quarterly discussion of repurchase program activity and policies, including target and maximum price levels, in all 10-Q and 10-K filings.

Supporting Statement

This proposal is the result of a consensus building process among Apple shareholders on the Motley Fool discussion boards. It is designed to improve the value of Apple computer as an investment to current and future shareholders, and to encourage management to use Apple's share repurchase program more wisely and more often. It is not intended to be restrictive or punitive, but instead to constructively bring about a remedy for a serious problem.

In the past, Apple's share repurchase program has not been used well. In 1999 and 2000, shares were repurchased at prices ranging from $30 to $50, but, when the share price was below $14, none were repurchased. By attaching guidelines to the share repurchase program, the Board can ensure that Apple's current managers will use it more carefully and more wisely and that future managers won't neglect or overuse the program to manipulate prices around options grants or insider trades.

We hope that the program will be utilized whenever the share price is attractive. If a minimum level is made public most investors should feel safe buying Apple stock above the target level, knowing that Apple has over $4,000,000,000 in cash and short term investments to limit downside risk.

While limiting management's ability to repurchase shares at higher prices, this proposal does not prevent management from purchasing a large number of shares at reasonable prices. If management wanted to repurchase shares more aggressively, it could be done with purchases in between the target and maximum levels. Management would also be free to arrange future additional purchases utilizing forward repurchase agreements below the maximum price level.

By actively consulting and working with management we hope that the Board can take steps to make sure the share repurchase program is used more wisely in the future, and that the interests of Apple's shareholders will be protected.

For more information visit our discussion board at http://boards.fool.com/Messages.asp?bid=100401, or email RodgerRafter@mac.com.

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