Company Name: Torotel, Inc. (Alexandra Caloyeras)
Public Availability Date: August 29, 2007

Document Sections: 

INQUIRY LETTER
INQUIRY LETTER
APPENDIX
STAFF REPLY LETTER

[INQUIRY LETTER]

June 5, 2007

Office of Chief Counsel
Division of Corporation Finance
U.S. Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549

Re: Omission of Shareholder Proposal of Alexandra Caloyeras

Dear Ladies and Gentlemen:

This letter is to inform you that it is the intention of our client, Torotel, Inc. (the "Company"), to omit from its proxy statement and form of proxy for its 2007 Annual Meeting of Shareholders (collectively, the "2007 Proxy Materials") the Proposal (as defined below) submitted by Alexandra Caloyeras (the "Proponent"). The letter setting forth such Proposal (the "Proposal Letter") is attached hereto as Exhibit A.

We hereby notify the Division of Corporation Finance (the "Division") of the Securities and Exchange Commission (the "Commission") of the Company's intention to exclude the Proposal from its 2007 Proxy Materials, and we respectfully request that the staff of the Division (the "Staff") concur in our view that the Proposal is excludable because: (a) the Proposal fails to satisfy the technical requirements of Rule 14a-8(b); (b) the Proposal is improper under state law and, thus, is in violation of Rule 14a-8(i)(1); (c) the Proposal would, if implemented, cause the Company to violate state law and, thus, is in violation of Rule 14a-8(i)(2); and (d) the Proposal is actually one of several proposals submitted by other shareholders of the Company who the Company believes are the "alter ego" of the Basil P. Caloyeras (brother of the Proponent and leader of the Caloyeras Family (as defined below)) thereby violating the "one proposal" limit of Rule 14a-8(c). For avoidance of confusion, the capitalized term "Rule" refers to a rule under Regulation 14A promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange Act").

Pursuant to Rule 14-8(j)(2), I am enclosing six copies of this letter and all exhibits thereto. In accordance with Rule 14a-8(j), a copy of this submission is being sent to the Proponent.

BACKGROUND

This section outlines: (i) the prior shareholder proposal (actually multiple proposals) submitted by Basil Caloyeras for the Company's 2006 Annual Meeting of Shareholders; (ii) the circumstances surrounding the submission of the Proposal by the Proponent and the other proposals for the 2007 Annual Meeting of Shareholders (collectively, the "Caloyeras Group Proposals") submitted by each of Basil Caloyeras, Aliki Caloyeras (collectively with the Proponent and Basil Caloyeras, the "Caloyeras Family"), Daniel Shiffman and Gary and Shirley Wiglesworth (the Caloyeras Family, Mr. Shiffman and the Wiglesworths are collectively referred to herein as the "Caloyeras Group"); and (iii) each of the Caloyeras Group Proposals.

I. Prosposal by Basil Caloyeras for the Company's 2006 Annual Meeting of Shareholders

Basil Caloyeras submitted a proposal for inclusion in the proxy materials for the Company's 2006 Annual Meeting of Shareholders. Such proposal actually contained multiple proposals and, therefore, was in violation of Rule 14a-8(c). The Company sought to exclude the proposal under Rule 14a-8(c), and the Commission concurred that there was some basis to exclude the proposal for this reason. See Torotel, Inc. (November 1, 2006), which we have attached hereto for your convenience as Exhibit B. The text of such proposal reads as follows:

RESOLVED, that the shareholders of Torotel, Inc. ("Corporation") approve amending Articles Six and Nine of the Corporation's Articles of Incorporation to remove certain provisions of the Corporation's Bylaws that unduly restrict shareholder rights and decrease shareholder value as follows:

Article Six:

"The number of Directors is five. Directors shall be elected by Shareholders holding not less than 50% of outstanding shares at each annual meeting of Shareholders, but if such annual meeting is not held or Directors are not elected thereat, Directors may be elected at a special meeting of Shareholders. Directors shall hold office until the next annual meeting and until their successors are elected and qualified The declassification effectuated by this provision shall not affect unexpired terms of Directors previously elected."

Article Nine:

"Only a majority of Shareholders may make. alter, amend, suspend or repeal the Bylaws. With respect to the Bylaws currently in effect, each of the following provisions is hereby revoked in its entirety: Article II, Sections 13, 14, and 15; Article III, Section 2, 8, and 10 and Article XIII. Article II, Section 2 shall be amended to read that a special meeting of Shareholders may be called by the President, Board of Directors or Shareholders holding not less than 15% of outstanding shares of the Corporation."

As discussed below in greater detail, all of the Caloyeras Group Proposals are identical to "sub-proposals" contained in the proposal submitted by Basil Caloyeras for the 2006 Annual Meeting of Shareholders. The Company concluded at that time that each of the "sub-proposals" was actually a separate proposal and, therefore, they were excludable from the proxy materials for the 2006 Annual Meeting of Shareholders. In light of this argument, the Commission concurred that we had some basis to exclude the proposal (and the "sub-proposals") because they violated the "one proposal" rule of Rule 14a-8(c).

II. Circumstances Surrounding the Caloyeras Group Proposals

As noted above, the Company received the Caloyeras Group Proposals from members of the Caloyeras Family, Daniel Shiffman (husband of Aliki Caloyeras) and Gary and Shirley Wiglesworth (whom the Company believes are friends of the Caloyeras Family and also granted a proxy to Basil Caloyeras for both the 2005 and 2006 Annual Meeting of Shareholders). The Caloyeras Group Proposals were delivered to the Company in one delivery by the Proponent's counsel, who is also counsel to Basil Caloyeras and also served as counsel to Basil Caloyeras in connection with his proposal for the 2006 Annual Meeting of Shareholders. Shortly after delivery of the Caloyeras Group Proposals, Proponent's counsel contacted me to ensure the Caloyeras Group Proposals had been received and to inquire as to whether the Company would seek to exclude the proposals. At that time, Proponent's counsel did not indicate that they only represented the Proponent or the Caloyeras Family and that they did not represent Mr. Shiffman or the Wiglesworths. In fact, during our call, the attention of Proponent's counsel was focused on all of the Caloyeras Group Proposals.

Furthermore, I received both a voicemail message and an electronic mail message on April 30, 2007, from Proponent's counsel asking that we confirm which proposal was submitted by the Proponent because Proponent's counsel was concerned that the file copy may have been dropped and reassembled incorrectly. In the electronic mail message, the Proponent's counsel stated:

I am following up on our phone conversation with this e-mail to confirm that the proposal submitted by Alexandra Caloyeras was with respect to Article II, Section 14 and the proposal submitted by Mr. Shiffman was with respect to the one year terms of directors. All other proposals are as received by you in your packet. I apologize for the confusion, but, again, we are filing a 13D and want everyone to be on the same page.

On May 4, 2007, on behalf of the Company, we delivered letters to all members of the Caloyeras Group indicating the various technical failures contained in their respective proposals and informing each of them that the Company believed they may be acting as an undisclosed "group" in violation of Section 13(d)(1) of the Exchange Act. For reasons discussed herein, the Company believed at that time and still believes today that the Proponent and the other members of the Caloyeras Group are in fact the "alter egos" of Basil Caloyeras. Each of these letters is attached hereto as Exhibit C (collectively, the "Deficiency Letters"). The Deficiency Letters contain copies of the Caloyeras Group Proposals. Proponent's counsel received copies of all of the Deficiency Letters.

Following receipt of the Deficiency Letters, Proponent's counsel contacted me and said their firm represented the Caloyeras Family and did not represent Mr. Shiffman or the Wiglesworths. During our conversation, I told Proponent's counsel that the Company would not pursue the undisclosed "group" issue (under Section 13(d)(1) of the Exchange Act) as a basis for exclusion of the Caloyeras Group Proposals; however, I indicated to them and later confirmed by email that this would not preclude the Company from moving forward with its plans to seek to exclude the Caloyeras Group Proposals on various other bases, including the "alter ego" theory under Regulation 14A.

On May 20, 2007, the Company received letters from Proponent's counsel, on behalf of the Caloyeras Family, and the Wiglesworths (each a "Response Letter"). The Response Letters are attached hereto as Exhibit D. Each of these letters claimed that there was no "group" for federal securities law purposes. The Response Letters appear to be inconsistent with the inference from the prior email and voicemail messages from Proponent's counsel noted above.

III. The Proposal and the Other Caloyeras Group Proposals

The Proposal is as follows:

RESOLVED, that the shareholders of Torotel, Inc. (the "Corporation") approve amending the Corporation's Articles of Incorporation by adding a new Article to the Articles of Incorporation that would have the effect of removing certain provisions of the Corporation's Amended and Restated By-Laws, which will read as follows:

New Article to be Added at End of Articles of Incorporation:

"With respect to the By-Laws in effect as of the date of this amendment, the following provision is hereby revoked in its entirety: Article II, Section 14."

The proposal from Basil Caloyeras is as follows:

RESOLVED, that the shareholders of Torotel, Inc. (the "Corporation") approve amending Article Nine of the Corporation's Articles of Incorporation and adding a new Article at the end of the Articles of Incorporation, that would have the effect of removing certain related provisions of the Corporation's Amended and Restated By-Laws and preventing further amendment that would have adverse effects on shareholder rights, which will read as follows:

Article Nine as Amended:

"Only a majority of the Shareholders shall have the power to make, alter, amend, suspend or repeal the By-Laws for the Corporation from time to time."

New Article to be Added at End of Articles of Incorporation:

"With respect to the By-Laws in effect as of the date of this amendment, the following provision is hereby revoked in its entirety: Article XIII."

The proposal from Aliki Caloyeras is as follows:

RESOLVED, that the shareholders of Torotel, Inc. (the "Corporation") approve amending Article Six of the Corporation's Articles of Incorporation and adding a new Article at the end of the Articles of Incorporation, that would have the effect of reducing the number of directors to five and removing certain related provisions of the Corporation's Amended and Restated By-Laws, which will read as follows:

Article Six:

"The number of directors for the Corporation who shall be elected from time to time by a majority of the Shareholders is five."

New Article to be Added at End of Articles of Incorporation:

"With respect to the By-Laws in effect as of the date of this amendment, the following provision is hereby revoked in its entirety: The first sentence of Article III, Section 2."

The proposal of Daniel Shiffman is as follows:

RESOLVED, that the shareholders of Torotel, Inc. (the "Corporation") approve amending Article Six of the Corporation's Articles of Incorporation and adding a new Article at the end of the Articles of Incorporation, that would have the effect of requiring each member of the board of directors to be elected annually and removing certain related provisions of the Corporation's Amended and Restated By-Laws, which will read as follows:

Article SixAdd after the first sentence of Article Six the following:

"The term for all directors currently serving as directors shall expire at the Annual Meeting of the Shareholders to be held on September 17, 2007. Thereafter, each director shall serve a term of one year and until his successor is elected and qualified."

New Article to be Added at End of Articles of Incorporation:

"With respect to the By-Laws in effect as of the date of this amendment, the following provisions are hereby revoked in its entirety: All provisions of Article III, Section 2, except for the first sentence of the same."

The proposal of the Wiglesworths is as follows:

RESOLVED, that the shareholders of Torotel, Inc. (the "Corporation") approve amending the Corporation's Articles of Incorporation by adding a new Article to the Articles of Incorporation that would have the effect of removing certain provisions of the Corporation's Amended and Restated By-Laws, which will read as follows:

New Article to be Added at End of Articles of Incorporation:

"With respect to the By-Laws in effect as of the date of this amendment, Article II, Section 2 shall be amended to read that a special meeting of Shareholders may be called by the President, Board of Directors or shareholders holding not less than 15% of the outstanding shares of the Corporation."

As the Staff will note and as we discuss below, all of the Caloyeras Group Proposals are identical to "sub-proposals" (which were actually individual proposals in violation of Rule 14a-8(c)) of the proposal made by Basil Caloyeras in 2006. Simply stated, this year Basil Caloyeras took his 2006 proposal and merely allocated one "sub-proposal" among each member of the Caloyeras Family, Daniel Shiffman and the Wiglesworths in an effort to avoid the "one proposal" limit of Rule 14a-8(c).

BASES FOR EXCLUDING THE PROPOSAL

I. The Proposal May Be Excluded Pursuant to Rule 14a-8(b) Because the Proponent Does Not Intend to Hold the Securities Through the Date of the 2007 Annual Meeting of Shareholders

As you are aware, Rule 14a-8(b) requires that a shareholder provide an unqualified written statement that it intends to own the securities through the date of the shareholders meeting. See also Exxon Mobil Corporation (January 23, 2001) and AmVestors Financial Corporation (January 3, 1996). The purpose of this rule is based on the policy that a company should be able to exclude proposals from a shareholder who does not have a measured economic stake or investment interest in the company. See Release No. 34-200091 (August 16, 1983).

The Proponent noted in the Proposal Letter that she intends to hold her shares of common stock through the 2007 Annual Meeting of Shareholders; however, this statement is false and the Proponent lacks the ability to make it true. The Proponent and the other members of the Caloyeras Family have agreed to sell their shares back to the Company.

On April 17, 2007, the Company and the Caloyeras Family entered into a purchase option settlement agreement (the "Option Agreement" a copy of which was filed with the SEC on April 20, 2007 on Form 8-K and is attached hereto as Exhibit E) pursuant to which the Company has the unilateral option to purchase all of the shares of common stock of the Company held by the Caloyeras Family. This option is solely exercisable in the discretion of the Company. The Caloyeras Family has no legal authority to stop the Company from exercising its option and purchasing all of the shares held by each member of the Caloyeras Family. The Caloyeras Family entered into the Option Agreement for the purpose of disposing of all of their shares. There is no clearer evidence of an absence of commitment on the Proponent's part to retain the shares through the 2007 Annual Meeting of Shareholders.

The Company brought this to the attention of the Proponent in the Deficiency Letter. In response, Proponent's counsel, on behalf of the Proponent, stated on page 2 of the Caloyeras Response Letter that:

[s]pecifically, to the extent that the Company fails to, or chooses not to, exercise its option to purchase the shares covered by the option, the Caloyeras Family Members (and the Caloyeras Family Partnership) have every intention of holding their shares through the date of the Annual Meeting of Shareholders.

Such a qualified statement is not allowed under Rule 14a-8(b). See Exxon Mobil Corporation (January 23, 2001) and AmVestors Financial Corporation (January 3, 1996).

The Proponent cannot make such a statement without a qualification (whether express or implicit) because the Proponent granted a unilateral option to the Company to buy back all of his shares. Proponent's counsel, on behalf of the Proponent, further stated that "it is the expectation and the intention of the Caloyeras Family Members that they will continue to hold the subject shares through the date of the Annual Meeting of Shareholders." If the Proponent "intended" to hold the shares, then why did she (and the other members of the Caloyeras Family) grant a unilateral right to the Company to buy back the shares? Clearly the intent of the Proponent is to sell the shares and not to hold them through the 2007 Annual Meeting of Shareholders. For the Proponent to claim otherwise is disingenuous.

For the foregoing reasons, the Company respectfully submits that the Proposal may be excluded from the Company's 2007 Proxy Materials.

II. The Proposal May Be Excluded Pursuant to Rule 14a-8(i)(1) Because It Is Improper Under State Law

As you are aware, the purpose of the basis for exclusion provided under Rule 14a-8(i)(1) is to prevent shareholders from proposing shareholder action on matters that are not proper subjects for a shareholder vote. According to the Commission:

proposals by security holders that mandate or direct the board to take certain action may constitute an unlawful intrusion on the board's discretionary authority under the typical statute. On the other hand, however, proposals that merely recommend or request that the board take certain action would not appear to be contrary to the typical state statute, since, such proposals are merely advisory in nature and would not be binding on the board even if adopted by a majority of the security holders.

See Release No. 34-12999 (November 22, 1976). As the Commission will note, the Proposal is structured as a "mandatory" proposal to be submitted directly to a shareholder vote. The proposal is not "precatory" asking the Board of Directors to propose such an amendment to the shareholders.

For the reasons discussed below, such a proposal may not be submitted directly to the shareholders of the Company by another shareholder. Only the Company's Board of Directors (the "Board of Directors") has the authority to submit the Proposal to the Company's shareholders for a vote because the Proposal is for an amendment to the Company's Articles of Incorporation (the "Articles of Incorporation" a copy of which is attached hereto as Exhibit F). Under 351.090 of the Missouri General and Business Corporation Law (the "MGBCL") any amendment to the Articles of Incorporation may be submitted to the shareholders for a vote only by the Board of Directors. To rob the Board of Directors of its ability to decide whether to submit the Proposal to the shareholders for a vote, or to force the Board of Directors to submit the Proposal to the shareholders for a vote, is in direct opposition to Missouri law and the intent of the Missouri legislature.

Pursuant to 351.090 of the MGBCL, any shareholder proposal seeking to amend the articles of incorporation of a company cannot be submitted directly by one shareholder to the other shareholders of the company for purposes of voting on such amendment; it can only be submitted to the shareholders for a vote by the company's board of directors. MGBCL 351.090.2.(1) states:

[t]he board of directors may adopt a resolution setting forth the proposed amendment and directing that it be submitted to a vote at a meeting of shareholders, which may be either an annual or a special meeting, except that the proposed amendment need not be adopted by the board of directors and may be directly submitted by the board of directors to any annual or special meeting of shareholders. (Emphasis added.)

In 2006, Missouri's legislature specifically added clarifying language (italicized above) in this statute to address a perceived ambiguity as to whether the board of directors was the exclusive gatekeeper with respect to proposals to amend the articles of incorporation. There is no reference in MGBCL 351.090 to any power of the shareholders to bypass the board of directors of a corporation and vote on all articles amendments. The position of the Missouri legislature is clear - any proposal to amend the articles of incorporation must first be presented to the board of directors and the board of directors may then decide whether to send it to a shareholder vote. There is no case law in Missouri contravening or seeking to limit this provision. The language of this provision is clear and unambiguous: the board of directors is the gatekeeper of amendments to the articles of incorporation and gets to decide whether to submit amendments of the articles of incorporation to the shareholders for a vote.

If the Board of Directors was not allowed to exercise its discretion with respect to the submission of the Proposal to the shareholders, or the Board of Directors was forced to submit the Proposal to the shareholders in the 2007 Proxy Materials, 351.090 of the MGBCL and the clear intent of the Missouri legislature would be violated. Such action is exactly what Rule 14a-8(i)(1) was intended to prevent. The Commission has held on numerous occasions that proposals that are improper under state law may be excluded. See PG&E Corporation (January 18, 2001) and Badger Paper Mills, Inc. (March 15, 2000). Although the Company recognizes that the Commission has allowed a proposal to be submitted so long as the shareholder makes it "precatory," in the present case, the Company believes that, given Proponent's past inability to comply with Regulation 14A and for the other reasons discussed herein, the Proponent should not be allowed a chance to revise the Proposal to make it "precatory."

We have attached hereto as Exhibit G a copy of 351.090 of the MGBCL and an opinion of counsel supporting the foregoing analysis.

For the foregoing reasons, the Company respectfully submits that the Proposal may be excluded from the Company's 2007 Proxy Materials.

III. The Proposal May Be Excluded Pursuant to Rule 14a-8(i)(2) Because the Proposal Would, If Implemented, Cause the Company to Violate State Law

As noted herein, the Proposal provides for the amendment of the Company's Articles of Incorporation to amend the Company's Bylaws (the "Bylaws" a copy of which is attached hereto as Exhibit H). Also as noted above, the Proposal is structured as a "mandatory" proposal and not as a "precatory" proposal.

Pursuant to 351.090 of the MGBCL, any shareholder proposal seeking to amend the articles of incorporation of a company cannot be submitted directly by one shareholder to the other shareholders of the company for purposes of voting on such amendment. It can only be submitted to the shareholders for a vote by the company's board of directors. The text of MGBCL 351.090.2(1) is quoted above and is clear on this point. As noted above, the Missouri legislature specifically clarified the law in 2006 to address this issue. The language of this provision is clear and unambiguous: the board of directors is the gatekeeper of amendments to the articles of incorporation and gets to decide whether to submit amendments of the articles of incorporation to the shareholders for a vote.

If (i) the Board of Directors was precluded from exercising the discretion granted to it under Missouri law, (ii) the Company was forced to include the Proposal in the 2007 Proxy Materials and (iii) the Proposal was approved by the shareholders, the underlying amendment would be illegal under Missouri law because the Board of Directors would not have been allowed to exercise its rights and perform its obligations under Missouri law and the Proposal would not be duly submitted to the shareholders. The Company respectfully submits that to allow a shareholder to force the Company to violate Missouri law in such a way is the exact scenario that Rule 14a-8(i)(2) was intended to prevent. As you are aware, the Commission has held on numerous occasions that a proposal may be excluded if the proposal cannot be lawfully implemented under state corporate law. See Dayton Hudson Corporation (March 25, 1999); International Business Machines Corporation (January 27, 1999); TRW Inc. (March 6, 2000); Health Risk Management, Inc. (April 3, 2000).

We have attached hereto as Exhibit I an opinion of counsel supporting the foregoing analysis.

For the foregoing reasons, the Company respectfully submits that the Proposal may be excluded from the Company's 2007 Proxy Materials.

IV. The Proposal May Be Excluded Pursuant to Rule 14a-8(c) Because The Proposal Is One of Several Proposals Submitted by the Proponent and the Other Members of the Caloyeras Group Who Are the Alter Egos of Basil Caloyeras

Rule 14a-8(c) (formerly Rule 14a-8(a)(4)) provides that a proponent may submit no more than one proposal and an accompanying supporting statement to a company for a particular shareholders' meeting. If a proponent submits more than one proposal, the registrant is required by Rule 14a-8(f)(1) to provide the proponent the opportunity to reduce the items submitted to the limit provided by the rule within 14 calendar days of notification by the registrant to the proponent of the limitation. In adopting this rule, the Commission noted the possibility that some proponents would attempt to evade the rule's limitations through various tactics:

[t]he Commission is aware of the possibility that some proponents may attempt to evade the new limitations through various maneuvers, such as having other persons whose securities they control submit two proposals each in their own names. The Commission wishes to make it clear that such tactics may result in measures such as the granting of requests by the affected managements for a "No-Action" letter concerning the omission from their proxy materials of the proposals at issue.

Release No. 34-12999 (November 22, 1976). See also, Release No. 34-20091 (August 16, 1983).

As you are aware, the Commission has consistently taken a no-action position pursuant to Rule 14a-8(c) and its predecessor rule when an issuer provides reasonable evidence of the utilization of maneuvers intended to evade the "one proposal" limitation. See Drexler Technology Corporation (June 14, 1999) (the Commission permitted omission of multiple proposals orchestrated and coordinated by a single individual that were submitted by multiple nominal proponents); BankAmerica Corporation (February 8, 1996) (different proponents submitted separate proposals which had same telephone numbers, dates, and format, and the Commission permitted omission of the proposals); Weyerhaeuser Company (December 20, 1995) (no-action position taken where proponents had same address, were of same immediate family and were working together); NMR of America, Inc. (May 11, 1993) (the Commission concluded that proposals were excludable where evidence showed that husband had authored both proposals); Dominion Resources, Inc. (February 24, 1993) (no-action position taken where proposals were coordinated by single proponent); TPI Enterprises, Inc. (July 15, 1987) (no-action position taken where several proposals were "masterminded" by single proponent); Texas Instruments Inc. (proposals submitted by proponent, his daughter, corporation and foundation were sufficiently related to be considered proposals of a single proponent). Specifically, the Commission has indicated that multiple proponents will be treated as one proponent for purposes of Rule 14a-8(c) when an issuer meets its burden of establishing that one proponent is the "alter ego" of another proponent, that one proponent possesses "control" over the shares owned of record, or beneficially, by another proponent, or that one proponent is acting on behalf of another proponent. See BankAmerica Corporation (February 8, 1996); Stone & Webster, Inc. (March 3, 1995); Banc One Corporation (February 2, 1993).

The Commission has further found that the mere presence of influence over proponents, even in the absence of explicit control or domination over cooperating proponents, may be sufficient to justify the omission of multiple proposals submitted by nominal proponents as part of an orchestrated scheme. See International Business Machines Corporation (January 26, 1998); Banc One Corporation (February 2, 1993); TPI Enterprises, Inc. (July 18, 1987). In addition, there are numerous instances in which the Commission has issued a no-action opinion based, not on the existence of outright "control," but on evidence that the proponents acted in a coordinated, arranged, or manipulated manner with the evident purpose of avoiding the "one proposal" rule. See Drexler Technology Corporation (June 19, 1999), Weyerhauser Company (December 20, 1995); Dominion Resources, Inc. (February 24, 1993).

In analyzing an "alter ego" claim, the nature of relationships between the shareholders, similarities relating to the submission and format of the proposals, past behavior, and evidence of maneuvers by a proponent to try and avoid the "one proposal" limitation, are among the factors the Commission has considered in determining that no-action relief is appropriate. In order to analyze the facts surrounding the Caloycras Group Proposals, the following sections summarize critical facts. As the Commission will note, the facts described below bear an incredibly strong resemblance to the facts found in Drexler Technology Corporation (June 19, 1999), Dominion Resources, Inc. (February 24, 1993), TPI Enterprises, Inc. (July 18, 1987), Banc One Corporation (February 2, 1993) and BankAmerica Corporation (February 8, 1996), as well as other no action letters identified above, where the Commission has found a basis for allowing exclusion of the subject shareholder proposals under Rule 14a-8(c).

A. Identical Concepts Involved in 2006 Proposal Submitted by Basil Caloyeras and the Caloyeras Group Proposals

As noted in Torotel, Inc. (November 1, 2006), the proposal submitted by Basil Caloyeras for the 2006 Annual Meeting of Sharcholders contained multiple proposals. These proposals related to amendments of the Articles of Incorporation and the Bylaws (via amendments to the Articles of Incorporation). As described in Torotel, Inc. (November 1, 2006): (i) one amendment sought to reduce the number of directors to five; (ii) a second amendment sought to provide for majority voting for director elections; (iii) a third amendment sought to provide for election of directors at annual and special meetings; (iv) a fourth amendment sought to provide for the Board of Directors to be declassified; (v) a fifth amendment sought to provide that only a majority of the shareholders can amend the Bylaws; (vi) a sixth amendment sought to remove the advance notice Bylaw provisions related to director nominations; (vii) a seventh amendment sought to remove the advance notice provisions for shareholder proposals; (viii) an eighth amendment sought to delete the provision that the Chairman will preside over shareholder meetings; (ix) a ninth amendment sought to address the filling of director vacancies; and (x) a tenth amendment sought to provide that shareholders holding at least 15% of the stock of the Company can call a special meeting.

The concepts covered by each of the Caloyeras Group Proposals are identical to "sub-proposals" (which were actually separate proposals) included in Basil Caloyeras' 2006 proposal. Furthermore, the manner in which they address each concept and propose resolution is also identical. To summarize: (a) the Proponent's proposal seeks to delete the advance notice Bylaw requirements for shareholder proposals (identical to item (vii) above); (b) Basil Caloyeras' Proposal seeks to provide that only a majority of the shareholders can amend the Bylaws (identical to item (v) above); (c) Aliki Caloyeras' proposal seeks to reduce the number of directors to five (identical to item (i) above); (d) Daniel Shiffman's proposal seeks to declassify the Board of Directors (identical to item (iv) above); and (e) the Wiglesworth's proposal seeks to provide that shareholders holding at least 15% of the stock of the Company can call a special meeting (identical to item (x) above).

The current situation bears a strong resemblance to the situations found in Drexler Technology Corporation (June 19, 1999), Dominion Resources, Inc. (February 24, 1993), TPI Enterprises, Inc. (July 18, 1987), Banc One Corporation (February 2, 1993) and BankAmerica Corporation (February 8, 1996), as well as other no action letters identified above. In all of those instances, the Commission allowed the company to exclude the proposals on the basis that they violated Rule 14a-8(c). The Proponent will likely submit that the similarities are mere coincidence; however, the chance that these closely-related shareholders "coincidentally" submitted distinct proposals that are all identical to "sub-proposals" submitted as part of one proposal by Basil Caloyeras in 2006 is very remote. The logical explanation is that Basil Caloyeras, having learned from his prior unsuccessful attempt to get his proposals included in the proxy materials for the 2006 Annual Meeting of Shareholders, simply allocated one "sub-proposal" to the Proponent and each other member of the Caloyeras Group for submission to the Company in an effort to evade the "one proposal" rule. The Company believes that the only reason the other proposals from Basil Caloyeras' 2006 proposal were not submitted for inclusion in the 2007 Proxy Materials is that Basil Caloyeras was unable to find other shareholders sympathetic to his objectives and willing to submit a proposal.

B. Identical Language Utilized in the Proposals and Related Letters from the Caloyeras Group

The Proposal and the Proposal Letter are identical in an unusual number of respects with each of the other Caloyeras Group Proposals and the proposal letters related thereto. The text of the Proposal Letter is identical to that of each proposal letter submitted by the other members of the Caloyeras Group. In fact, it appears that all of the proposals and proposal letters were drafted by Basil Caloyeras or his counsel (who is also the Proponent's counsel), who was also involved in the preparation of Basil Caloyeras' 2006 proposal.

Evidence to support this conclusion includes: (a) the text in every proposal letter is identical in font size and type; (b) the subject line in each proposal letter states in bold text "RE: Notice of Sharcholder Proposal"; (c) the words are identical in each proposal letter; (d) each proposal letter has the defined term "Corporation" in bold; (e) each proposal letter has a reference to "Annex A" on the first line of the first paragraph; (f) each proposal letter ends with "Respectfully submitted,"; (g) each proposal letter has a signature line for the sender; (h) most of the proposal letters have lines under the share amounts and addresses of each sender; (i) the date is centered in the exact location on every proposal letter; (j) the format of each Caloyeras Group Proposal is identical; (k) every Caloyeras Group Proposal includes the phrase "[the] proposal restores to shareholders the power to exercise the full breadth of their rights under Missouri law" at the end of the supporting statement; (l) the proposal letters are substantially identical to the proposal letter submitted by Basil Caloyeras in 2006; (m) the format of each Caloyeras Group Proposal is identical to the format of the proposal submitted by Basil Caloyeras in 2006; and (n) the supporting statement in Basil Caloyeras' 2006 proposal contains the phrase identified in (k) above.

The overwhelming number of similarities, the presence of lines seemingly symbolizing place holders in which members of the Caloyeras Group should fill in certain information and the presence on certain proposal letters of identical document identification numbers, clearly indicate that someone, likely Basil Caloyeras or his counsel, prepared all of the proposal letters and the Caloyeras Group Proposals. The above noted examples serve to make it clearer that the current situation bears a strong resemblance to the situations found in Drexler Technology Corporation (June 19, 1999), Dominion Resources, Inc. (February 24, 1993), TPI Enterprises, Inc. (July 18, 1987), Banc One Corporation (February 2, 1993) and BankAmerica Corporation (February 8, 1996), as well as other no action letters identified above. As noted above, in all of those instances, the Commission allowed the company to exclude the proposals on the basis that they violated Rule 14a-8(c).

The Company believes that Basil Caloyeras (or his counsel) (i) prepared the Proposal and all of the Caloyeras Group Proposals and the related proposal letters, and (ii) delivered such letters and proposals to the Proponent and each other member of the Caloyeras Group in order for such members to fill in the applicable information, place on separate letterhead and execute. The Company further believes that Basil Caloyeras directed his counsel to collect the Proposal and all of the other Caloyeras Group Proposals and proposal letters and to deliver such documents to the Company. These beliefs are based on the facts described herein, including the conversations between us and Proponent's counsel (who, as noted above, is also counsel to Basil Caloyeras) noted above, and voice mail and electronic mail messages from Proponent's counsel described above. These facts clearly demonstrate that the present situation involves an attempt to use "alter egos" to evade the "one proposal" rule.

C. Coordination of Proposals

The Caloyeras Group Proposals are so closely coordinated that it is apparent that Basil Caloyeras (or his counsel) drafted the Caloyeras Group Proposals. As described above, several of the proposal letters have identical document identification numbers as well as other incredible similarities. The fact that the Proposal, the other Caloyeras Group Proposals and proposal letters bear an astonishing resemblance to the proposal and related proposal letter submitted by Basil Caloyeras in 2006 strongly suggests that Basil Caloyeras (or his counsel) drafted all of the Caloyeras Group Proposals and the proposal letters.

Evidence of coordination beyond mere coincidence is evident in numerous instances. First, although shareholders have the power to amend the Bylaws, the Proponent and every other member of the Caloyeras Group sought to bring their proposals (to effectively amend the Bylaws) as amendments to the Articles of Incorporation and, thus, attempt to bypass the supermajority voting requirement for amendments to the Bylaws. It is very strange that they would all employ the same strategy given a plain reading of the Bylaws outlines that shareholders can amend the Bylaws (but with a supermajority voting requirement). Furthermore, this strategy follows the exact same strategy employed by Basil Caloyeras in 2006.

Second, the Proponent and every other member of the Caloyeras Group sought to protect the other Caloyeras Group Proposals in the event Basil Caloyeras' proposal was successfully excluded or failed to garner enough votes. The strategy that is being employed is aimed at attempting to amend the Bylaws via the Articles of Incorporation. By putting the amendment in the Articles of Incorporation, the only way such amendments can be repealed is through shareholder vote. If Basil Caloyeras' proposal failed and the other Caloyeras Group Proposals were for Bylaw amendments instead of amendments to the Articles of Incorporation, the Board of Directors, in most circumstances, would be able to amend, alter or repeal such Bylaw amendments without a shareholder vote. This strategy is identical to the strategy employed by Basil Caloyeras in 2006. Once again, the chance that all of the shareholders would separately employ such a unique strategy is highly remote.

Third, the proposal from Aliki Caloyeras seeks to amend only the first sentence of Article III, Section 2 of the Bylaws while the proposal from Daniel Shiffman seeks to amend the rest of Article III, Section 2 of the Bylaws. This level of coordination and the precision of the proposed amendments suggests one person drafted all of the Caloyeras Group Proposals.

Fourth, the Caloyeras Group Proposals were all delivered in one package at the same time by Proponent's counsel and such counsel contacted me regarding all of the proposals. Furthermore, Proponent's counsel on April 30, 2007, delivered email and voicemail messages to me that strongly suggest that Proponent's (and Basil's) counsel assembled (and may have prepared) all of the proposal letters. This is further evidence that Basil Caloyeras controlled the development and delivery of the Caloyeras Group Proposals through his counsel.

The above noted examples serve to make it clearer that the current situation bears a strong resemblance to the situations found in Drexler Technology Corporation (June 19, 1999), Dominion Resources, Inc. (February 24, 1993), TPI Enterprises, Inc. (July 18, 1987), Banc One Corporation (February 2, 1993) and BankAmerica Corporation (February 8, 1996), as well as other no action letters identified above. As noted above, in all of those instances, the Commission allowed the company to exclude the proposals on the basis that they violated Rule 14a-8(c).

D. Basil Caloyeras Is the Leader.

Basil Caloyeras is the uncontested leader of the Caloyeras Family and has been the lead representative and manager of the Caloyeras Family's business as it relates to the Company. He runs the family's other business interests as well. Since before the 2006 Annual Meeting of Shareholders, Basil Caloyeras has been the only one of the Caloyeras children to meet with Company officials or represent Caloyeras Family interests with management of the Company. To our knowledge, neither Aliki Caloyeras nor the Proponent has attended a shareholders meeting of the Company; in fact, the Caloyeras Family members grant their proxies to Basil Caloyeras. Furthermore, Basil Caloyeras was the sole family negotiator with respect to the Option Agreement. Based on these facts and the Company's experience with Basil Caloyeras, the Company believes that he is the leader of the Caloyeras Family and exercises control over the Proponent and Aliki Caloyeras with respect to Company issues. In fact, he has always represented himself as the leader of the Caloyeras Family.

Mr. Shiffman is the husband of Aliki Caloyeras. Given the fact that (i) the Company believes he was not a shareholder prior to the start of his relationship with Aliki Caloyeras, (ii) Mr. Shiffman holds a nominal number of shares (1,400 shares out of more than 5.3 million shares outstanding) of the Company, (iii) he granted a proxy to Basil Caloyeras for both the 2005 and 2006 Annual Meeting of Shareholders and (iv) he has nover sought to bring proposals in his individual capacity at other shareholders meetings for the Company, along with the other facts described above, it is reasonable to assume that Mr. Shiffman is a pawn of Basil Caloyeras with respect to issues related to the Company.

With respect to the Wiglesworths, the Company has reason to believe they are friends of the Caloyeras Family. As with Mr. Shiffman, given the fact that (i) the Wiglesworths hold a nominal number of shares (5,000 shares out of more than 5.3 million shares outstanding) of the Company, (ii) they granted a proxy to Basil Caloyeras for both the 2005 and 2006 Annual Meeting of Shareholders and (iii) they have never previously communicated shareholder proposals to the Company, along with the other facts described above, it is reasonable to assume that the Wiglesworths are acting at the direction or on behalf of Basil Caloyeras.

As have noted above, the current situation bears a strong resemblance to the situations found in Drexler Technology Corporation (June 19, 1999), Dominion Resources, Inc. (February 24, 1993), TPI Enterprises, Inc. (July 18, 1987), Banc One Corporation (February 2, 1993) and BankAmerica Corporation (February 8, 1996), as well as other no action letters identified above. As also noted above, in all of those instances, the Commission allowed the company to exclude the proposals on the basis that they violated Rule 14a-8(c).

E. Conclusion

As noted above, in 2006, Basil Caloyeras sought to include shareholder proposals in the Company's proxy materials, but failed due to his violation of the "one proposal" rule. This latest attempt is nothing more than an attempt to bypass the "one proposal" rule by having the proposals separately submitted by different people. The facts outlined above illustrate exactly the type of behavior the Commission seeks to prohibit. The facts set forth above are substantially similar to a number of the factual situations outlined in the no action letter precedent cited herein. These facts and the precedent established by the Commission mandate that the Company be allowed to exclude the Proposal from the 2007 Proxy Materials.

For the foregoing reasons, the Company respectfully submits that the Proposal may be excluded from the Company's 2007 Proxy Materials.

UNDISCLOSED "GROUP" IN VIOLATION OF SECTION 13(d)(1)

Although the Company does not seek to exclude the Proposal on the basis that the Caloyeras Group is an undisclosed "group" in violation of Section 13(d)(i) of the Exchange Act, the Company believes it is necessary to alert the Commission of that it believes that an undisclosed "group" may be present. As we have noted above, the Company believes this "group" is led by Basil Caloyeras.

As you are aware, Section 13(d)(1) of the Exchange Act requires any person who acquires beneficial ownership (directly or indirectly) of more than 5% of any Section 12 registered class of securities to file a Schedule 13D with the issuing company and the Commission within 10 days after such acquisition. Under Section 13(d)(3) of the Exchange Act, a "person" includes two or more persons acting as a partnership, syndicate, or other group "for the purpose of acquiring, holding or disposing of the securities of an issuer." The Commission promulgated Rule 13d-5(b) to expand the purpose provision of Section 13(d)(3):

When two or more persons agree to act together for the purpose of acquiring, holding, voting or disposing of equity securities of an issuer, the group formed thereby shall be deemed to have acquired beneficial ownership, for purposes of sections 13(d) and (g) of the [Exchange] Act, as of the date of such agreement, of all equity securities of that issuer beneficially owned by any such persons.

Release Nos. 33-5925, 34-14692 (April 21, 1978) (emphasis added.)

Most courts have held that a Section 13(d) group "'need not be committed to acquiring, holding, voting, or disposing of securities on a specific set of terms. All that is required is that the members of the group have combined to further a common objective with regard to one of those activities.'" Schaffer v. CC Investments, LDC, 2002 U.S. Dist. LEXIS 24511, *13 (S.D.N.Y. 2002), further proceedings at Schaffer v. CC Investments, LDC, 280 F. Supp.2d 128 (S.D.N.Y. 2003), Schaffer v. CC Investments, LDC, 286 F. Supp.2d 279 (S.D.N.Y. 2003), Schaffer v. CC Investments, LDC, 2003 U.S. Dist. LEXIS 19521 (S.D.N.Y. 2003) (citing Morales v. Freund, 163 F.3d 763, 767 n.5 (2d Cir. 1999); Morales v. Quintel Entertainment, Inc., 249 F.3d 115, 124 (2d Cir. 2001); Wellman v. Dickinson, 682 F.2d 355, 363 (2nd Cir. 1982)).

We have inquired with Proponent's counsel regarding the presence of a "group"; however, in the face of the facts and circumstances, Proponent's counsel claims that a "group" does not currently exist.

CONCLUSION

Based on the foregoing, the Company requests that the Staff not recommend any enforcement action if the Proposal is excluded from the 2007 Proxy Materials. We request that the Staff deliver its response to this letter via U.S. mail and facsimile to the facsimile number on the first page of this letter (for the Company and its counsel) and to the facsimile number on the first page of the Response Letter (for the Proponent and her counsel). We hereby agree to promptly forward to the Proponent any Staff response to this no-action request that the Staff transmits by facsimile to us only.

Consistent with the provisions of Rule 14a-8(j), we are concurrently providing copies of this correspondence to the Proponent. We recognize that the Staff has not interpreted Rule 14a-8 to require proponents to provide the Company and its counsel a copy of any correspondence that the proponent submits to the Staff. Therefore, in the interest of a fair and balanced process, we request that the Staff notify the undersigned if it receives any correspondence on the Proposal from the Proponent or other persons, unless that correspondence has specifically confirmed to the Staff that the Company or its counsel have timely been provided with a copy of the correspondence. If we can provide additional correspondence to address any questions that the Staff may have with respect to this no-action request, please do not hesitate to call me at the number listed on the first page of this letter.

Sincerely,

STINSON MORRISON HECKER LLP

/s/

Victoria R. Westerhaus

Enclosures

cc: H. James Serrone Alexandra Caloyeras

[INQUIRY LETTER]

April 20, 2007

Torotel, Inc.
620 North Lindenwood Drive
Olathe, Kansas 66062

Attn.: Secretary

RE: Notice of Shareholder Proposal

To the Secretary of Torotel, Inc.:

I hereby submit the shareholder proposal attached hereto as Annex A to be voted upon at the Annual Meeting of Sharecholders of Torotel, Inc. (the "Corporation") to be held on September 17, 2007. I am the record and beneficial owner of 986067 shares of the Corporation's common stock, which I have held for more than one year and will continue to hold through the date of the Annual Meeting of Shareholders. My record address is 2041 West 139\th/ Street, Gardena, CA 90249. I do not have a material interest in the business set forth in this proposal other than as a greater than 10% shareholder of the Corporation.

Respectfully submitted,

/s/

Alexandia Z. Caloyeras

[APPENDIX]

Annex A

RESOLVED, that the shareholders of Torotel, Inc. (the "Corporation") approve amending the Corporation's Articles of Incorporation by adding a new Article to the Articles of Incorporation that would have the effect of removing certain provisions of the Corporation's Amended and Restated By-Laws, which will read as follows:

New Article to be Added at End of Articles of Incorporation:

"With respect to the By-Laws in effect as of the date of this amendment, the following provision is hereby revoked in its entirety; Article II, Section 14."

Supporting Statement

On June 30, 2006, the Board amended and restated the By-Laws to restrict shareholders from properly presenting and acting upon matters at shareholder meetings. These new By-Laws are part of an overall plan by the current Board and management to retain excessive control of the Corporation at the expense of shareholders.

The proposal restores to shareholders the power to exercise the full breadth of their rights under Missouri law.

Please vote FOR this proposal.

[STAFF REPLY LETTER]

August 29, 2007

Response of the Office of Chief Counsel Division of Corporation Finance

Re: Torotel, Inc. Incoming letter dated June 5, 2007

The proposal calls for the articles of incorporation to be amended to revoke a provision of the by-laws to remove advance notice requirements for shareholders to bring business before a shareholder meeting.

We are unable to concur in your view that Torotel may exclude the proposal under rules 14a-8(b) and 14a-8(f). Accordingly, we do not believe that Torotel may omit the proposal from its proxy materials in reliance on rules 14a-8(b) and 14a-8(f).

We are unable to concur in your view that Torotel may exclude the proposal under rule 14a-8(c). Accordingly, we do not believe that Torotel may omit the proposal from its proxy materials in reliance on rule 14a-8(c).

There appears to be some basis for your view that Torotel may exclude the proposal under rule 14a-8(i)(1) as an improper subject for sharcholder action under applicable state law or rule 14a-8(i)(2) because it would, if implemented, cause Torotel to violate state law. It appears that this defect could be cured, however, if the proposal were recast as a recommendation or request that the board of directors take the steps necessary to implement the proposal. Accordingly, unless the proponent provides Torotel with a proposal revised in this manner, within seven calendar days after receiving this letter, we will not recommend any enforcement action to the Commission if Torotel omits the proposal from its proxy materials in reliance on rules 14a-8(i)(1) or 14a-8(i)(2).

Sincerely,

/s/

Ted Yu
Special Counsel