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	OPENING REMARKS FOR THE USA ANNUAL MEETING’S MORNING SESSION WASHINGTON, DC JUNE 27, 1988

(18 MINUTES) (FINAL 9 A.M. 6/25/88)

Welcome to USA’s second annual meeting.

We’ve made a lot of progress in the past year. It was a year of building our support base and of trench warfare. Primarily, we’ve succeeded in bringing shareholder rights issues to a critical juncture.

This proxy season has been the most successful ever for shareholder rights. Shareholder proposals garnered high percentages of the vote and received outright majorities in a couple cases. One of those was proposed by USA chapter chair Richard Foley of Tucson.

A lot has also happened in the state legislatures and in Congress. The Delaware anti-shareholder law appeared to be a defeat. . .but it may ultimately help us. The law highlighted the need for federally established minimum standards for shareholder rights.

An indication of that is what’s happening right now in the Senate. An anti-shareholder bill proposed several months ago by Senator William Proxmire is being drastically amended to reverse its impact. An amendment to outlaw Golden Parachutes has already been added to the bill by a 97 to 1 vote (The single negative vote came from Senator Roth of Delaware). Several other amendments have a good chance of passing as well. . .to outlaw Poison Pills and Greenmail, and to establish Confidential Voting.

I can’t stress enough how crucial these amendments are. . .We need your help NOW. Hotlines to your Senators have been set up outside this room. . .Please stop by the table and call during the day. USA staff will give directions for calling. . .You must make the call to support the Poison Pill, Greenmail and Confidential Voting amendments.

Another critical decision is about to be made by the SEC. . .establishing one-share/one-vote. The Commissioners will decide the issue next week. We need you to write or call to support one-share/one-vote as soon as possible. . .preferably tomorrow.

Another USA victory is in the works. Texas may be the first to consider a pro-shareholder law. . .Texans in the audience need to get involved.

As you can see, shareholders’ efforts are making a huge difference. With your continued support, our third year is sure to mark the turning point for shareholder rights. We’ll have more about how you can help as the day goes along.

We have a fantastic program scheduled and a lot to cover, so let’s get the ball rolling.

Our first speaker of the session is a man most of you have heard about. He became chairman and CEO of GAF Corp. in 1983 after shareholders elected him during a proxy fight. He has since turned GAF around and shown what good management can do for the shareholders.

Under his leadership, GAF became the first and only company to opt out of the Delaware anti-shareholder law.

Please welcome Sam Heyman.