Company Name: Zayre Corp.
Public Availability Date: 05-02-1984
INQUIRY LETTER 1
ROPES & GRAY
225 FRANKLIN STREET
BOSTON, MASSACHUSETTS 02110
TELEPHONE(617) 423-6100 March 09, 1984 Securities and Exchange Commission
5 Judiciary Plaza
450 5th Street, N.W.
Washington, D.C. 20549 Re: Zayre Corp./Ommission of Shareholder
Proposal from Proxy Materials Ladies and Gentlemen: On behalf of Zayre Corp., I enclose for filing five copies of the notice
required by Rule 14a-8(d) concerning the proper ommission of a shareholder
proposal from Zayre's 1984 proxy materials. Please acknowledge receipt of the above enclosures on the enclosed copy of this
letter and return it to us in the enclosed envelope. Very truly yours, Kevin M. Carome KMC/ced
Enclosures cc: Mr. John Murphy, Branch Chief
Division of Corporation Finance, Branch One Mr. Arthur F. Loewy Zayre Corp. INQUIRY LETTER 2
ZAYRE CORP.
770 COCHITUATE RD.
FRAMINGHAM, MA 01701
TELEPHONE(617) 620-5000 March 09, 1984 Securities and Exchange Commission
5 Judiciary Plaza
450 5th Street, N.W.
Washington, D.C. 20549 RE: COMMISSION OF SHAREHOLDER PROPOSAL FROM PROXY MATERIALS Ladies and Gentlemen: This letter shall serve as the notice required by Rule 14a-8(d) concerning Zayre
Corp.'s proper ommission of the attached shareholder proposal from its 1984
proxy statement and form of proxy. Pursuant to Rule 14a-8(d), four additional
copies of this letter being filed herewith. The proposal attached as Exhibit A (the "Proposal") was received from Mr. Carl
Weltz (the "Proponent"). The Proponent did not submit any statement in support
of his proposal. Nor did he provide any information concerning his eligibility
to submit the Proposal. Upon receipt of the Proposal, Zayre delivered to the Proponent a proper request
for documentary support regarding the eligibility tests set forth in Rule
14a-8(a)(1)(ii). The Proponent did not produce any such documentary support
within the 14 day period provided for in the Rule; nor has he produced any such
support after that period. Consequently, Zayre will not include the Proposal in its 1984 proxy statement
and form of proxy. Pursuant to Rule 14a-8(d), Zayre is delivering to the
Proponent a conformed copy of this notice of its intent to omit the Proposal
from its proxy materials. Very truly yours, ZAYRE CORP. Arthur F. Loewy
Executive Vice President
Finance CC: Mr. Carl Weltz INQUIRY LETTER 3
Zayre Corporation
270 Layne Blvd., Suite 314
Hallandale, FL 33009 Exhibit A Zayre Corporation
Framingham, MA 01701 Office of the Secretary of the Corporation SHAREHOLDERS PROPOSAL FOR PROXY STATEMENT - ZAYRE CORPORATION "THE MANAGEMENT OF ZAYRE CORPORATION SHALL ABIDE BY THE FOLLOWING ACTS AS
ADMINISTRATED BY THE U.S. EQUAL OPPORTUNITY COMMISSION:- TIYLE V11 OF THE CIVIL RIGHTS ACT OF 1964 WHICH PROHIBITS EMPLOYMENT
DISCRIMINATION ON THE BASIS OF RACE, COLOR, RELIGION, SEX, OR NATIONAL ORIGIN. AGE DISCRIMINATION IN EMPLOYMENT ACT, AS AMENDED, THAT PROTECTS WORKERS BETWEEN
THE AGES OF 40 AND 70; THE EQUAL PAY ACT THAT PROTECTS WOMEN AGAINST PAY
DISCRIMINATION BASED ON SEX; SECTION 501 OF THE REHABILITATION ACT OF 1973, AS
AMENDED, WHICH PROHIBITS HANDICAP DISCRIMINATION. ZAYRE CORPORATION WILL ACCEPT APPLICATIONS FROM JOB SEEKERS. AN EMPLOYEE WHO HAS
OBTAINED EMPLOYMENT BASED ON FALSE OR FRAUDULENT STATEMENTS WILL BE DISCHARGED
WITHOUT BENEFITS." Sincerely yours, Carl Weltz
Shareholder, Zayre Corporation
270 Layne Blvd. Suite 314
Hallandale, FL 33009 Certified Mail
cc: Securities & Commission STAFF REPLY LETTER
May 2, 1984 RESPONSE OF THE OFFICE OF CHIEF COUNSEL
DIVISION OF CORPORATION FINANCE Re: Zayre Corporation (the "Company")
Incoming letter dated March 9, 1984 The proposal relates to the Company's employment practices and compliance with
certain statutory provisions regarding employment discrimination. In your letter you have expressed the opinion that the proposal is excludable
from the Company's proxy material under paragraph (a)(1) of Rule 14a-8. You
indicate that at the time the proponent submitted his proposal he did not
provide any information indicating that he had owned for one year 1% or $1000 in
market value of securities entitled to be voted at the meeting, as required by
Rule 14a-8(a)(1). You also indicate that upon receipt of the proposal you
requested from the proponent documentary support evidencing his compliance with
this requirement of Rule 14a-8(a)(1), and that the proponent did not provide
such information within the fourteen day period prescribed by the rule. Under
the circumstances, this Division will not recommend any enforcement action to
the Commission if the Company omits the proposal from its proxy material. Sincerely, Cecilia D. Blye
Attorney Adviser
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