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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 200641  
Subject: Letter to the SEC Date: 12/29/2002 11:38 AM
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I've rewritten and reposted the letter, incorporating all the suggestions made in the last thread, and adding a couple more ideas. One great thing about this whole process is that with the help of everyone on this board I've been able to submit a shareholder proposal and write a letter to the SEC that are far better than anything I could have done on my own. Management is not wearing me down, I'm still having fun and learning along the way.

The substance of the letter is now pretty much set. I could still use some help with style, wording and form, but otherwise it's ready to go out in Monday afternoon's mail.

Rodg.



U.S. Securities and Exchange Commission
Division of Corporation Finance
Office of Chief Counsel
450 Fifth Street, N.W.
Washington, D.C. 20549


Re: Apple Computer, Inc. – Shareholder Proposal Submitted by Rodger Garfinkle

Ladies and Gentlemen,

I am writing in response to the request by Apple Computer Inc. ("Apple" or the "company") to exclude the proposal I submitted to them relating to the Board of Directors' oversight of the company's share repurchase program (the "Proposal").

I believe that Apple should not be permitted to omit the Proposal from its 2003 Proxy Materials, and that the Staff of the Division of Corporation Finance (the "Staff") should pursue appropriate enforcement actions if Apple attempts to omit the Proposal, for the reasons outlined below.


SUBSTANTIVE ISSUE

Apple believes that it may omit the Proposal from its 2003 Proxy Materials, because, in their opinion, the Proposal deals with a matter relating to the Company's ordinary business operations. Essentially, Apple argues that its share repurchase program is part of its capital raising, capital management and overall financing activities, that management requires greater freedom to exercise its judgment regarding the repurchase of shares than the Proposal would allow, and that disclosure of price targets and trading ranges would expose the market of Apple common stock to speculative trading and manipulation. Apple cites past positions taken by the staff that it believes would be consistent with a "no-action" response with regards to Apple's decisions to omit the Proposal from the 2003 Proxy Materials.

I believe that the Proposal should be included in the 2003 Proxy Materials, because the Proposal serves as an avenue of communication between shareholders and companies, as well as among shareholders themselves, and seeks to protect shareholders by focusing the board of directors' attention on matters that can potentially cause significant harm to shareholders. In this letter, I will argue that the Proposal does not interfere unnecessarily with management's efforts to conduct ordinary business operations, because the Proposal is not binding on the board of directors or on Apple management, does not request that the Board of Directors place unnecessary restrictions on management's activities, only requests actions by the Board of Directors that would represent appropriate oversight by the Board, and focuses on sufficiently significant social policy issues. I will also describe management's current conflicts of interest relating to the share repurchase program which have the potential to cause significant harm to shareholders and I will argue that this proposal seeks to bring about adequate oversight by the Board of Directors, and that any restrictions the Board chooses to place on management's use of the share repurchase program will be necessary in order to protect shareholders interests.


A Staff Legal Bulletin (http://www.sec.gov/interps/legal/cfslb14.htm) dated July 13, 2001 states: "The Rule 14a-8 provides an opportunity for a shareholder owning a relatively small amount of a company's securities to have his or her proposal placed alongside management's proposals in that company's proxy materials for presentation to a vote at an annual or special meeting of shareholders. It has become increasingly popular because it provides an avenue for communication between shareholders and companies, as well as among shareholders themselves." (emphasis added)

By submitting this proposal for inclusion in the 2003 Proxy Materials, I hope to attract the attention of Apple's management, its Board of Directors and its shareholders and focus this attention on matters that may potentially harm the company and its shareholders. If the Proposal is excluded from the Proxy Materials, it is unlikely that the vast majority of Apple shareholders, the Board of Directors and much of Apple management will hear about or consider these matters. If the Proposal is included in the 2003 Proxy Materials, then shareholders will have an opportunity to consider the issues and communicate their opinion on the matters by voting for or against the proposal. The supporting statement of the Proposal contains an internet link to a discussion forum where shareholders and other interested parties can learn more about these matters and/or communicate their opinions about the Proposal and its ramifications.

The same Staff Legal Bulletin also states: "When drafting a proposal, shareholders should consider whether the proposal, if approved by shareholders, would be binding on the company. In our experience, we have found that proposals that are binding on the company face a much greater likelihood of being improper under state law and, therefore, excludable under rule 14a-8(i)(1)."

The Proposal is not intended to be "binding" on the Company. It has been written as a "request" for the board of directors to take a series of action that shareholders believe would be beneficial to the Company and its shareholders. Because it is not binding on the Company, the Proposal, as written, does not restrict the Company's ability to repurchase shares. Instead, the Proposal serves as a form of communication between shareholders and the company and among shareholders themselves.

If the proposal passes, the Board of Directors may choose to honor the shareholders' request in a manner that does not restrict the Company's ability to repurchase its shares. The "Target Price Level" described by the Proposal does not mandate the purchase of shares at any price. It only represents a price level "where the board feels confident that repurchasing shares constitutes a good investment of shareholders' assets." Additionally, if the board feels that even setting such a price target is unnecessarily restrictive, the Target Price Level can be set as low as $0. Similarly, if the Board of Directors feels that setting a "Maximum Price Level" is too restrictive, they can choose to set an impossibly high level, such as $1,000,000 per share. While such actions by the Board of Directors would go against the spirit of the proposal, the flexibility granted the Board by the Proposal further illustrates how the Proposal, as written, does not restrict the Company's ability to repurchase shares.

If the proposal passes, and the Board of Directors chooses to honor the spirit of the proposal and set meaningful targets and limits, then the Board of Directors would be acting within their rights. Apple's Board of Directors authorized Apple's current Share Repurchase Program in July of 1999, and has the right to amend it as the board sees fit. If the Board of Directors were to set Target and Maximum Price Levels that restrict management's use of the repurchase program, then this would be an appropriate use of the board's powers, and would not represent an inappropriate attempt to affect Apple's ordinary business operations.

Even if the Staff determines that the Proposal does seek to restrict Apple's ordinary business operations, this does not guarantee that Apple would be justified in choosing to omit the Proposal from the proxy materials. A Staff legal bulletin dated July 12, 2002, states "The fact that a proposal relates to ordinary business matters does not conclusively establish that a company may exclude the proposal from its proxy materials. As the Commission stated in Exchange Act Release No. 40018, proposals that relate to ordinary business matters but that focus on "sufficiently significant social policy issues . . . would not be considered to be excludable because the proposals would transcend the day-to-day business matters."" In this case, the significant social policy issues are the shareholders' ability to protect themselves from certain potential conflicts of interest and the dilutive effects of stock options as they relate to share repurchase activity.

Recently, there has been widespread public debate regarding issues of corporate governance and the shareholders' ability to protect themselves against management conflicts of interest. Much of this debate has focused on the role of a company's Board of Directors as a watchdog, charged with protecting shareholders. Many shareholders are searching for ways in which they can protect themselves from management abuses of power, as a result of the high profile cases of Worldcom, Tyco, Adelphia, Enron and others. There is a large potential conflict of interest presented when managers, who stand to benefit personally from short term price fluctuations, possess the means to create significant price fluctuations in the form of share repurchase programs. The Proposal deals directly with this issue by communicating a desire of many shareholders that the Board of Directors take action to ensure that this potential conflict of interest is not abused by Apple's managers in the future.

There has also been widespread public debate regarding the dilutive effect of stock options. The Proposal relates to this debate in that share repurchase activity greatly influences the dilutive effect of stock options on shareholder equity. When shares are repurchased it can potentially have the effect of raising the share price of a company's stock. This in turn is likely to result in a greater percentage of stock options eventually being exercised and result in increased dilution to shareholder equity. Similarly, if use of a company's share repurchase program is suspended prior to the granting of new options, and then restarted after the options have been granted, it can potentially have the effect of temporarily lowering the exercise price on the newly granted options and result in increased dilution to shareholder equity.

In summary of the above arguments, if the Staff agrees with any of the following statements, then I believe it should not grant the company's "no-action" request: The Proposal is not binding on the Board of Directors or management. The Proposal does not request that the board take actions that restrict ordinary business operations. The Board of Directors has the right to restrict management's ordinary business operations. The Proposal focuses on sufficiently significant social policy issues.

Below I address specific claims made on behalf of Apple that I believe do not provide sufficient reason for the Staff to issue a "no action" statement. I also describe a conflict of interest that exists in the way management currently administers the share repurchase program, and argue that it is important for Apple shareholders and the Company's Board of Directors to guard against the potentially damaging effects that may result from this conflict of interest.

In response to Apple's claim: "First, Apple's share repurchase program is part of its capital raising, capital management and overall financing activities. Decisions with respect to these matters are made after management has reviewed the capital needs of the Company in light of current and anticipated economic and financial conditions. Such decisions affect Apple's ordinary business operations, including decisions relating to the allocation of financial resources to finance the company's operations, compliance with financial covenants, and the company's ability to grow through acquisitions."

Under the terms of the Proposal, management's decision making process does not need to be changed. Management can present the matters that effect their decision making process to the Board of Directors and request Target and Maximum Price Levels that are sufficiently flexible and allow management to take desired actions. As long as management demonstrates that it is acting in the shareholders best interests and presents these matters to the Board convincingly, there will be no need for the Board of Directors to place unnecessary restrictions on the use of the repurchase program.

In response to Apple's claim: "Second, the decision regarding when, how and to what extent the Company should enter the stock market to repurchase its shares is complex and dynamic, dependent on a variety of constantly changing considerations, other than merely the current trading price of shares of the Company's common stock. To best serve the interests of the Company and its shareholders, management requires greater freedom to exercise its judgment than prospectively articulated, static constraints can afford."

Under the terms of the Proposal, management can request whatever flexibility is desired from the Board of Directors. It is be the Board's option to restrict share repurchases in the manner they believe best protects shareholders from potential abuses of the share repurchase program. The board may choose to set a high Maximum Price Level to accommodate more complex and dynamic repurchases if they feel it best serves the interests of shareholders. It is up to management to convince the Board of Directors that such a level is appropriate.

In spite of the "complex and dynamic" decision making process involved, management's record of share repurchases has been terrible. There have been several opportunities for Apple to repurchase stock below $15 per share, that have been ignored. However, many purchases have been made at prices above $40 per share. The company's past repurchase activity, and the decision making process involved, have not been in the shareholders' best interests. As will be described below, however, the timing of past share repurchases has consistently been in the best interest of management and other insiders who wish to sell stock or who anticipate large options grants. The Proposal seeks to focus the Board's attention on this issue and ensure that the Company's and shareholders interests are being served.

In response to Apple's claim: "Third, mandatory periodic disclosure of forward-looking price targets and trading ranges would require the board and management to signal to the stock market prices at which the company would repurchase its shares and could expose the market for shares of Apple common stock to speculative trading and manipulation."

First, the mandatory disclosures are backward-looking and not forward-looking. The disclosures describe policies that were created between four and seven months prior to their disclosure and were in effect between one and four months prior to their disclosure. The policies disclosed will already have been replaced by new policies that will not be disclosed for an additional three months. Under no conditions are managers being asked to disclose current operating policies.

Second, past share repurchases are already being disclosed in the Company's Cash Flow statements in quarterly and annual filings. These disclosures provide the market with more useful information than would be provided by the inclusion of past Target and Maximum price levels, because they constitute actual repurchases of shares by management, rather than a broad range of guidelines put forth by the Board of Directors. The purpose of the disclosures is to inform shareholders of the extent to which the Board of Directors and management are serving the shareholders best interests.

Third, a major intent of this proposal is to reduce speculative trading and manipulation of Apple common stock, rather than to expose the market to more speculative trading and manipulation. Indeed, it is the possibility for share price manipulation by management and speculative insider trading that makes such a proposal necessary. As stated in the supporting statement of the proposal, "we believe that the Board can ensure… that future managers will not neglect or overuse the program to manipulate prices around the time of options grants or insider trades." It is impossible for a common shareholder to know for certain whether or not Apple managers have intentionally manipulated Apple's share price in the past. However, the amazingly good timing exhibited by managers in recent years with options grants and the sale of stock, along with inconsistent use of the repurchase program, aroused suspicion among many shareholders and has led to the writing of the Proposal. Consider the following:

If an investor had purchased Apple common stock 6 years ago, on December 27, 1996 at the closing price of $23.12, he or she would be showing a total gain of 21.6% based on the December 27, 2002 close of $14.06 and one 2 for 1 split. However, if an investor had shown the remarkable good timing exhibited by Apple's management, and made purchases at the prices available to Apple's CFO Fred Anderson via stock options grants and repricings, and then sold his positions whenever four or more insiders reported sales within a 30 day period, the investor could have shown a cumulative gain of over 2,000%. Such a trading pattern might have involved:

Buying at approximately $13.25 when the CFO and other employees had options repriced on 7/11/97.
Selling at approximately $22.30 when the fourth insider within 30 days reported a sale on 9/2/97.
Buying at approximately $13.68 when the CFO and other employees had options repriced on 12/19/97.
Selling at approximately $39.00 when the fourth insider within 30 days reported a sale on 2/11/99.
Buying at approximately $34.62 when the CFO and other vice presidents were granted on 3/2/99.
Selling at approximately $118.31 when the fourth insider within 30 days reported a sale on 2/23/00.
Buying at approximately $16.81 when the CFO and other vice presidents were granted options on 1/17/01.
Selling at approximately $24.41 when the fourth insider within 30 days reported a sale on 5/8/02.

The parameters of this trading pattern are admittedly arbitrary. If the requirement of selling had been three insider sales within thirty days, the investor would have chosen to sell at approximately $96.13 on 11/29/99 rather than at $118.31 on 2/23/00. If the requirement had been four trades within thirty-three days, then the investor would have sold at $43.18 on 8/18/98, rather than at $39.00 on 2/11/99. Whatever the parameters chosen, it is clear that insiders have the potential to realize large profits as a result of short-term fluctuations in the share price of Company stock. To the extent that these same insiders can cause short term fluctuations in the share price it presents a significant conflict of interest. An attempt to remedy such a conflict of interest is a principal motivation in my writing and submission of the Proposal.

In Apple's "no-action" request, the Company expresses a reluctance to "expose the market for shares of Apple common stock to speculation and manipulation of the market." However, it appears likely to me that such exposure from past announcements of share repurchase activity have directly benefited Apple managers, and that a pattern in the announcements of share repurchases shows a strong correlation with the pattern of insider selling. Since the Stock Repurchase Program was put into effect in July of 1999, the program has been utilized mainly in fiscal quarters where it had the potential effect of boosting prices shortly before insider sales. However, it has not been used in quarters where Apple's executive officers have received large options grants, nor has it been used during the quarter prior to large options grants for Apple's CFO and other vice presidents. The following demonstrates how past uses of the repurchase program have benefited Apple executives wishing to sell shares and how the program has been suspended during quarters where executives might also benefit from a falling share price. According to data filed by the Company with the SEC:

During Fiscal Q4 1999, $75 million worth of shares were repurchased by Apple at an average price of $30 per share, and this was reported to the public during Q1 2000. Three vice presidents sold a total of 181,716 shares during Q1 2000.

During Fiscal Q1 2000, $41 million worth of shares were repurchased by Apple at an average price of $41 per share, and this was reported to the public during Q2 2000. Five vice presidents benefited by selling a total of 486,200 shares during Q2 2000, after the Q1 earnings release.

During Fiscal Q2 2000, Apple CEO Steve Jobs received options to purchase 10,000,000 shares. No shares were repurchased by Apple during the second fiscal quarter. The fact that no shares were repurchased is reported to the public during Q3 2000. With no likely benefit from the Company's repurchase activity, only one vice president chose to sell a total of 12,500 shares during Q3 2000, after the earnings release.

During Fiscal Q3 2000, $50 million worth of shares were repurchased at an average price of $50 per share, and this was reported to the public during Q4 2000. Four vice presidents benefited by selling a total of 370,000 shares during Q4 2000 after the earnings release.

During Fiscal Q4 2000: $25 million worth of shares repurchased at an average price of $45.56 per share, and reported to the public during Q1 2001. No vice presidents sold shares during Q1 2001 as share prices dropped below $20 per share following an earnings warning, issued at the end of Q4 2000.

During Fiscal Q1 2001: No shares were repurchased by Apple, even though the price dropped below $14 per share. The fact that no shares were repurchased is reported to the public during Q2 2000. One departing vice president sold a total of 275,546 shares during Q2 2000 after the earnings release.

During Fiscal Q2 2001: No shares were repurchased by Apple. At least 4 of Apple's top VPs, including the Company's CFO, each received 1,000,000 shares worth of options to repurchase stock. These VPs will likely profit by an additional $1,000,000 for every $1 that Apple's share price falls as a result of suspending the repurchase program in the months prior to the grant. No shares were sold by vice presidents during Q3 2001

During Fiscal Q3 2001: No shares are repurchased by Apple. This is reported to the public during Q4 2001. No shares are sold by vice presidents during Q4 2001.

During Fiscal Q4 2001: Apple "entered into a forward purchase agreement to acquire 1.5 million shares of its common stock in September of 2003 at an average price of $16.64," but does not repurchase any actual shares. This is reported to the public during Q1 2002. In October of 2001 (Fiscal Q1 2002), Apple grants CEO Steve Jobs options to purchase 7,500,000 shares of stock.

During all of Fiscal 2002: No shares are repurchased by Apple. Six executive vice presidents sold a combined 2,045,752 shares during Q3 2002. No executives sold shares during any other quarter of Fiscal 2002.

During Fiscal Q4 2002: No shares are repurchased by Apple, even though the price dropped below $14 per share. Based on statements made by Apple CEO Steve Jobs during the 2002 Meeting of Shareholders, and the past pattern of options grants to executive vice presidents, it appears likely that Apple's top vice presidents, including the Company's CFO, will receive new options grants during Q2 of 2003.

I don't believe Apple's managers has done anything illegal. It appears clear to me, however, that certain Apple insiders have benefited greatly from Apple's past share repurchase activity, in the form of higher selling prices, and from the absence of activity prior to new options grants. I believe that the potential for management to benefit in this way, poses a serious conflict of interest that could potentially lead managers to use the Company's share repurchase program in a way that best serves their own short term interests while failing to serve the long term interests of shareholders. Shareholders depend on the Board of Directors to protect their interests from management's potential abuses of conflicts of interesst. If the Proposal is omitted from the 2003 Proxy Materials, shareholders will be denied an important opportunity to communicate to the Board of Directors their wishes regarding this conflict of interest.

In response to Apple's claim: "The Staff has consistently taken the position that the terms and conditions of share repurchase programs are matters that relate to the ordinary business operations."

Please note that the terms of this Proposal are substantially different from the cases cited in that they do not mandate any repurchase of any shares or the expansion of the amount of stock purchased. The Proposal requests board oversight of the repurchase program in a manner designed to protect shareholders from the abuse of conflicts of interest. Also, with Exchange Act Release No. 40018, the Securities and Exchange Commission has made significant changes in the way rule 14a-8(i)(7) is applied. It is quite possible that the positions cited on behalf of the Company would no longer apply given the significant social policy issues now involved.

In response to Apple's claim: "In addition, the Staff has consistently viewed shareholder proposals relating to similar financial decisions to be within a registrant's ordinary business operations." The cases cited all are all from 1983, before Exchange Act Release No. 40018, and may not be valid given the new circumstances. None of the cases appear to deal specifically with the Board of Directors oversight of a Company's share repurchase program.

In summary, the Proposal neither seeks to "micro-manage" the company, nor does it probe into matters "upon which shareholders, as a group, would not be in a positions to make an informed judgement." Instead, the Proposal serves as "an avenue for communication between shareholders and companies, as well as among shareholders themselves," regarding a serious conflict of interest. It is hoped that the Board of Directors will do all of the necessary probing to ensure that the share repurchase program is used for the benefit of the Company and its shareholders, rather than for the short term benefit of the individuals running the repurchase program. Shareholders as a group may not be in a position to make informed judgements regarding the a company's daily business operations, but they certainly are in a position to recognize potential conflicts of interest and it is entirely appropriate for them to request actions of the Board of Directors that would serve to protect shareholders from potential abuses of these conflicts of interest.


REQUEST

Based on the foregoing, I respectfully request the Staff's non-concurrence in Apple's decision to omit the Proposal from the 2003 Proxy materials.

Should the Staff disagree with my conclusions, or if any additional information is desired by the Staff, I would appreciate an opportunity to communicate by phone or email with the Staff before it issues its response.

I am willing to amend the Proposal in whatever manner the Staff recommends, if the Staff determines that the Proposal in its current form may justifiably be omited from Apple's 2003 Proxy Materials, as long as the amended Proposal serves as an adequate avenue for communicating with the Company and its shareholders regarding efforts by shareholders to protect themselves from the conflict of interest I have described.

Sincerely,

Rodger Garfinkle
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Author: ChicagoBob Big red star, 1000 posts Old School Fool Add to my Favorite Fools Ignore this person (you won't see their posts anymore) Number: 80526 of 200641
Subject: Re: Letter to the SEC Date: 12/29/2002 4:41 PM
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One formatting suggestion, I would indent all of the "list" type items to set them off from the text that contains your arguments (i.e. the "buying/selling" section & all of the "during" sections). Just my 2 cents.

Good Luck!!

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Author: unholydave Big red star, 1000 posts Old School Fool Add to my Favorite Fools Ignore this person (you won't see their posts anymore) Number: 80527 of 200641
Subject: Re: Letter to the SEC Date: 12/29/2002 5:02 PM
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Paragraph number 29 beginning with "If an investor had" should end with the sentence "Such a trading pattern would[rather than might] have involved:" That hits slightly higher on the torso but is more grammatically correct.

You "might" also want to indent your following list of hypotheticals.

Three paragraphs down, the sentence "During Fiscal Q4 1999, $75 million worth of shares were repurchased by Apple" should probably be rephrased in the active voice as "During Fiscal Q4 1999, Apple repurchased $75 million worth of shares."

I would indent the 11 paragraph list beginning with"During Fiscal" for, at least, visual reasons. It's a very long letter.


dave


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Author: Corrigo Three stars, 500 posts Old School Fool Add to my Favorite Fools Ignore this person (you won't see their posts anymore) Number: 80540 of 200641
Subject: Re: Letter to the SEC Date: 12/30/2002 2:01 PM
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Really great job, Rodger. I'm on my way to work and don't have much time, but a few things I noticed . . .

-------------------------

. . . by focusing the board of directors' attention on . . .

. . . because the Proposal is not binding on the board of directors or on Apple . . .

*Caps on “B” and “D.” (Maybe do a search to make sure you catch all these.)

-------------------------

. . . does not request that the Board of Directors place unnecessary restrictions . . .

*Should be “places.” (You have used “Board of Directors” as a singular elsewhere.)

-------------------------

. . . use of the share repurchase program will be necessary in order to protect shareholders interests . . .

. . . As long as management demonstrates that it is acting in the shareholders best interests and presents . . .

. . . The Proposal seeks to focus the Board's attention on this issue and ensure that the Company's and shareholders interests are being served . . .

*Insert the apostrophe after “shareholders.” (You have used plural possessive elsewhere.)

-------------------------

. . . The Proposal is not intended to be "binding" on the Company. It has been written as a "request" for the board of directors to take a series of action that shareholders believe would be beneficial to the Company and its shareholders . . .

*Caps on “B” and “D.” “Action” should be “actions” (plural).

-------------------------

. . . then the Board of Directors would be acting within their rights . . .

*Should be “its” rights.

-------------------------

. . . would not be considered to be excludable because the proposals would transcend the day-to-day business matters."" In this case . . .

*Delete the extra quotation mark.

-------------------------

. . . Worldcom . . .

*Cap “C.”

-----------------------

. . . from short term price fluctuations . . .

. . . insiders can cause short term fluctuations in the share price it presents . . .

. . . best serves their own short term interests while failing to serve the long term interests of shareholders . . .

. . . rather than for the short term benefit of the individuals running the repurchase program . . .

*Hyphenate “short-term” and “long-term.”

-----------------------

. . . a desire of many shareholders that the Board of Directors take action to ensure . . .

*Should be “takes.”

-----------------------

. . . Under the terms of the Proposal, management's decision making process does not need to be changed. Management can present the matters that effect their decision making process to the Board . . .

*Hyphenate decision-making. Also, I believe you want “affect” here.

-----------------------

. . . management's potential abuses of conflicts of interesst. If the . . .

*Delete the second “s.”

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. . . At least 4 of Apple's top VPs, including the Company's CFO, each received 1,000,000 shares worth of options to repurchase stock. These VPs will likely profit by an additional $1,000,000 for every $1 that Apple's share price falls as a result of suspending the repurchase program in the months prior to the grant. No shares were sold by vice presidents during Q3 2001 . . .

*You have used “vice presidents” instead of “VPs” everywhere else. Also, add closing period after Q3 2001.

-----------------------

. . .The cases cited all are all from 1983 . . .

*Delete the first “all.”

-------------------------

. . . In summary, the Proposal neither seeks to "micro-manage" the company, nor does it probe into matters "upon which shareholders, as a group, would not be in a positions to make an informed judgement."

*Delete the “s” and the “e.” (You have used “judgment” elsewhere.)

-------------------------

. . . Shareholders as a group may not be in a position to make informed judgements regarding the a company's daily business operations . . .

*Delete the “e” and the “a.”

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. . . in its current form may justifiably be omited from Apple's 2003 . . .

*Should be omitted.

-------------------------

I don't believe Apple's managers has done anything illegal.

*Should be “have.”

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. . . shareholders to protect themselves from the conflict of interest I have described . . .

*I believe you want this to be “conflicts” (plural) of interest, based on the rest of your summary.

-------------------------





This is a really quick hit—I hope it make sense and is helpful.


Best,

Corrigo


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Author: FoolishApple Big red star, 1000 posts Old School Fool Add to my Favorite Fools Ignore this person (you won't see their posts anymore) Number: 80541 of 200641
Subject: Re: Letter to the SEC Date: 12/30/2002 2:32 PM
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This is a really quick hit—I hope it make sense and is helpful.

should be "hope it makes sense ...."

;)

Sorry, couldn't resist!

That was a fabulous proof, for a 'quick hit'!

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