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Microcap & Penny Stocks : Rocky Mountain Int'l (OTC:RMIL former OTC:OVIS) -- Ignore unavailable to you. Want to Upgrade?

To: Ditchdigger who wrote (45372)	4/12/1998 10:56:00 PM
From: joseph krinsky	Respond to of 55532

Good night all, joey, like the squeeze idea.

To: Ditchdigger who wrote (45372)	4/12/1998 11:29:00 PM
From: Arcane Lore	Read Replies (1) \| Respond to of 55532

A description of the current rule 14a-8 process can be found in: sec.gov : A brief description of the current process Rule 14a-8 of the Securities Exchange Act of 1934 ("Exchange Act") governs shareholder proposals. Shareholders who are eligible under this rule may submit proposals containing items to be voted on at the next annual or special meeting of shareholders. To be eligible to submit a proposal, a shareholder must: * be a beneficial owner of at least 1% or $1,000 in market value of securities entitled to vote on the proposal at the meeting; * have owned these securities for at least one year; and * continue to own them through the date of the meeting, and attend the meeting. If the company includes a shareholder's proposal in its proxy statement, the matter appears in the proxy materials with management's items. And, at the next annual or special meeting of shareholders, those items are voted on. The company may also exclude shareholder proposals for any of the reasons listed in Rule 14a-8(c): * (c)(1):the proposal is not a proper action for shareholders under the law of the company's state of incorporation; * (c)(2): the proposal would violate state or federal law; * (c)(3): the proposal is materially false or misleading; * (c)(4): the proposal relates to a personal claim or grievance; * (c)(5): the proposal relates to operations which account for less than five percent of the company's total assets, earnings and sales and is not otherwise significantly related to the company's business; * (c)(6): the company cannot effectuate the proposal; * (c)(7): the proposal relates to the company's ordinary business; * (c)(8): the proposal relates to an election to office; * (c)(9): the proposal is counter to a proposal submitted by the company for the same meeting; * (c)(10): the proposal has been rendered moot; * (c)(11): the proposal is substantially duplicative of a proposal that the company has already received and intends to include in its proxy statement; * (c)(12): the proposal deals with substantially the same subject matter as previously included proposals and the previous proposals received: (i) less than 3% of the vote if proposed once previously; (ii) less than 6% of the vote if proposed twice previously; (iii) less than 10% of the vote if proposed three times previously; and * (c)(13): the proposal relates to a specific amount of cash or stock dividends. However, before the company may reject any proposal, it first must submit its reasons for doing so to us, and request that we comment on its decision. We respond to each request by issuing a "no-action letter" that offers informal advice as to whether the company's stated reasons for rejecting the proposal appear to be appropriate. ===== The proposed changes are apparently not yet final. See the current summary (dated Feb. 25, 1998 and placed or updated on the SEC web site on Apr. 2, 1998) in: sec.gov : Reverse the Cracker Barrel position on employment-related shareholder proposals that raise significant social policy matters. Those types of proposals would no longer be automatically excludable from companies' proxy materials under the "ordinary business" exclusion; Introduce a new route onto a company's proxy materials for a shareholder able to muster support from the holders of 3% of a company's shares to put the proposal to a vote. That is, 3% of the company's share ownership could override two bases for omitting proposals, Rules 14a-8(c)(5) and (c)(7); Modify the "relevance" exclusion under Rule 14a-8(c)(5) to include a more objective test for excluding proposals that are economically insignificant to a company's business; Amend the exclusion under Rule 14a-8(c)(12) make it more difficult for shareholders to repeat proposals that failed to receive certain levels of support from fellow shareholders in previous years. This would involve raising the resubmission thresholds in the rule; Amend Rule 14a-4(c) to establish a clearer, more predictable, framework for management's ability to exercise discretionary voting authority when a shareholder notifies the company that it intends to present a proposal without invoking Rule 14a-8's mechanisms; and Modify the Commission staff's administration of Rule 14a-8(c)(4), the "personal grievance" exclusion, so that the staff would henceforth express "no view" on the excludability of a proposal under that rule if the proposal (including any supporting statement) is neutral on its face. Finally, the Commission authorized the issuance of a report on shareholder proposals as required by Section 510(b) of the National Securities Markets Improvement Act.