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/// Commodore Shareholder Movement Update!
THE COMMODORE SHAREHOLDER MOVEMENT UPDATE 7/02/93
This article follows up on the announcement of the Commodore Shareholder
Movement. Questions, offers and advice have been pouring in from around
the world. In response, this article will briefly discuss our background,
activities and plans. This should establish our credibility and
demonstrate the viability of this movement.
The people behind this effort were present at the 1991 Commodore Share-
holders' Meeting. A prominent Philadelphia attorney was thrown out of the
meeting for raising a "point of order" that the meeting be moved to the
United States where shareholders could attend. Another shareholder, who
worked for Commodore, warned the Board of Directors of the crisis which is
now occurring. Other people have since joined the movement including other
shareholders and Commodore employees.
Similar attempts at affecting Commodore management have failed in the past.
But now, new SEC regulations have given shareholders new abilities. The
rules which previously favored management now allow shareholders to vote
for, or run as, individual board members that are not part of management's
slate. It is also possible to acquire corporate shareholder lists.
There are a total of 3700 shareholders. The latest Standard NYSE Stock
Report shows that Irving Gould owns only 19% of Commodore's common stock.
A total of 70 institutional investors account for 20.6% of ownership,
according to the Nelson's Directory of Investment Research. According to
the new laws, these institutional investors may vote. Further, the
remaining 60.4% of Commodore shareholders may be reached through an
official proxy campaign. That 81% majority of votes may unite to elect
independent directors. The three year terms of both Irving Gould and
Alexander Haig are up for reelection this year.
We are talking with candidates for new directors. These people must have
the necessary abilities and reputation to get elected. After elected, they
must be able to serve in a contentious environment until the remaining
directors are replaced. They will start to correct Commodore's problems
and move forward. Until a candidate states to us their willingness to run,
we will not discuss their names. But the important thing is that these
candidates will not be part of management's slate.
We are constantly writing letters, on the phone, and communicating by
E-Mail with people adding their efforts to the movement. We are in
correspondence with the SEC and Commodore's legal council. Currently, we
await Commodore's response to our request for the by-laws and shareholder
Our immediate strategy is to take advantage of the new SEC regulations, and
make our movement as publicly known as possible. We hope to locate and
join efforts with other shareholders by working with magazines, newspapers,
and television. This public exposure should aid us in pressuring Commodore
to supply their governing by-laws and shareholder list.
In order to nominate and elect new directors, we will ultimately have to
solicit proxy votes and attend the shareholder meeting. The meeting will
be held some time in November, and proxies will come out some time in
September. We are not currently asking for anyone to assign us their
proxies. First, we must complete the proper filing procedures with the
SEC. At that time, all Commodore shareholders will be informed of the new
candidates for directors. Meanwhile, we are allowed to talk about our
intentions, and lay the groundwork for popular support.
Many people have asked how they might participate. It is not too late to
buy stock (at your own risk). Every vote is important. But more im-
portantly, help us reinforce our message to the media. Write about the
Commodore Shareholder Movement to magazines and newspapers. Call talk
radio shows. Help us make Commodore's situation into a news story. Talk
about the company with the wonderful products and the destructive
management. Talk about how the shareholders and users at long last are
able to take the situation into their own hands. Watch for future
announcements (including our mission statement), and keep sending us
Internet address: MarcR@cup.portal.com
Electronic Bulletin Board: (215) 551-6113, 1485, 1120, 1121
BBS Usernames: Mike Levin and Marc Rifkin
Commodore Shareholder Movement
P.O. Box 8296
Philadelphia, PA 19101