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/// Shareholder Movement Update!



Commodore shareholders and activists continue to send mail in response to
our June announcement.  We apologize for the delay in our response, but
there is so much information to compile and questions to answer, that the
most effective way of dealing with the volume is in the form of a press 
release.  This feedback  demonstrates a great deal of pent-up shareholder
frustration.  For some of you, the information contained in this release
may be redundant, but give special attention to how you might contribute
your efforts.


The users of Commodore computers should be happy to learn that the
Commodore shareholders are finally taking action to solve the company's
chronic problems which have led to its current grim situation.  This
movement which grew out of the concern of shareholders, developers and
dealers back in 1991 was faced with the daunting barriers of Bahamian law
and an uncooperative Board.  But now, with the recently revised SEC reg-
ulations on their side along with intensified shareholder interest, the
effort now stands a good chance.  The purpose of this communication is not
to obtain proxy authority form any shareholders, but rather to discuss why
this shareholder movement is likely to succeed, and to enlist the aid of
any persons or institutions willing to partake in the movement.


For those interested in the new SEC regulations, you may find a copy at
many libraries which subscribe to the Federal Register.  This publication
documents Federal regulations soon after they are approved.
"Communications Among Shareholders" may be found in Volume 57, published
October 22, 1992, beginning on page 48276. The Summary states this:

"The Securities and Exchange Commission today announces the adoption of
amendments to its proxy rules promulgated under section 14(a) of the
Securities and Exchange Act of 1934 ("Exchange Act").  By removing un-
necessary government interference in discussions among shareholders of
corporate performance and other matters of direct interest to all 
shareholders, these rules should reduce the cost of regulation to both the
government and to shareholders.  The amendments eliminate unnecessary
regulatory obstacles to the exchange of views and opinions by shareholders
and others concerning management performance and initiatives presented for
a vote of shareholders.  The amendments also lower the regulatory costs of
conducting a regulated solicitation by management, shareholders and others
by minimizing regulatory costs related to the dissemination of soliciting
materials.  The rules also remove unnecessary limitations on shareholders'
use of their voting rights, and improve disclosure to shareholders in the
context of a solicitation as well as in the reporting of voting results."


The people behind this effort were present at the 1991 Commodore
Shareholders' 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.  This shareholder was bodily
removed from the meeting despite his clear assertion that he did not want
to leave.  Such action is typical of this well fortified and unresponsive
Commodore board of directors.  Another shareholder, who worked for
Commodore, warned the Board of the impending crisis of the MS-DOS price
wars.  The insufficient response on this point has, in great part, landed
Commodore in its current jeopardy.  Commodore's recent plummeting stock was
not a result of unforseen economic conditions in Europe as they would have
you believe, but  rather a direct result of the Board's unwillingness to
respond to the changing realities of the computer industry.  Since the
press coverage of the 1991 meeting, other people have 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 board members that are not part of management's slate.  With well 
chosen candidates and a well run proxy contest, alternative directors stand
a good chance of usurping Irving Gould and Alexander Haig this time around.
Once succeeding in this contest, the new directors can get to the business
of commencing Commodore's long overdue recovery.


There is 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.


A community of people including shareholders, businesses and customers
have a stake in Commodore's survival.  Irving Gould, the Chairman of the
Board and C.E.O. of Commodore International Limited is the greatest
barrier to Commodore's survival.  Gould has eroded the loyalty of their
only reliable revenue source (the customer base), driven Commodore into
debt, and brought the company to the edge of collapse (1993 3rd quarter

Meanwhile, Gould has compensated himself with annual salaries of over
1.7 million dollars, plus stock options and bonuses (1992 Proxy Statement
3).  Shareholders who have already lost a great deal of money stand to
loose everything.  Commodore is also the sole source of Amiga computers,
a proprietary product in which many people have invested.  These customers
will be abandoned and possibly forced to buy products less suited to their
needs.  A top-caliber engineering team will be broken up, many small 
symbiotic companies will loose their market, and potentially successful
products will never be developed.


The change of top-level management is believed to be Commodore's only
chance for survival.  This can be accomplished through the election of
new Directors.  The upcoming 1993 shareholder meeting presents the chance
to break Gould's stranglehold on the company and to replace him with
dynamic leadership.  A movement to nominate and elect new directors is
being organized.

Both Irving Gould and Al Haig are up for reelection to the Board of
Directors.  All shareholders should vote for the alternative candidates who
will become known in the following months.  Talks are being made with some
very exciting possible candidates.  With Gould gone, Commodore can start on
its path to recovery, being led by capable new Directors.  Without Gould,
the remaining Directors will likely step down.


We are open to suggestions regarding persons who might run against Irving
Gould and Alexander Haig for the Commodore Board of Directors, and are now
talking with a few possible candidates.  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 the company 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

In order to nominate and elect new directors, we will ultimately have to
solicit proxy votes and attend the shareholder meeting.  This communication
is not a solicitation of proxy votes. To this end, we must first complete
the filing requirements with the SEC.  At that time, all Commodore share-
holders will be informed of the new candidates for directors via proxy
statement.  Meanwhile, we are allowed to talk about our intentions, and lay
the groundwork for popular support.  Proxies will come out some time in
September this year, and the shareholder meeting will be held some time in
November.  There is the possibility of organizing a group-trip to the
meeting, larger than that which occurred in `91. We would like to gauge
shareholder's ability to participate in this.


If the shareholder movement is successful, then Commodore stock may have
been a smart investment.  Many companies have come back from the brink.
The purchase of stock will allow you to cast a proxy vote in the upcoming
election, or attend the shareholder meeting (at your own expense).  If you
were to wish to buy stock, you could contact a discount stockbroker.  There
would be a transaction fee which shouldn't be over $50.  To expedite the
proxy voting process, you would ask for the stock certificate to be sent 
to you.  You might get your friends to buy stock, or ask for it for your
birthday.  The process is easy and every vote helps.  Just remember the
risk if the effort fails.  You'll at least have the satisfaction of being


If you buy or own any Commodore stock, contact us with your address.  Send
a letter or e-mail (  Let everyone who might care
know what's going on.  Bring it up at the users' group meetings and write
articles for the newsletters.  Re-post this announcement.  Talk about it on 
the electronic bulletin boards.  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.  Use your imagination in thinking about strategies for
gaining exposure, and follow through!  Consider yourself our partners.
Send a copy to anyone you know who writes for financial or computer
publications.  Accompany it with your own letter in order to validate the 
topic of widespread concern.  Watch for future announcements, and keep
sending us feedback.

Commodore Shareholder Movement 
P.O. Box 8296
Philadelphia, PA 19101

FAX:  (215)  825-3966