February 2, 1998
Mr. Jonathan G. Katz
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: File No. S7-27-97; Householding
Dear Mr. Katz:
AirTouch Communications, Inc. ("AirTouch") appreciates the opportunity to comment on the Commissions proposals regarding "householding." [ Release Nos. 33-7475, 34-39321, IC-2284 (the "Release"). Householding refers to the concept of sending a single set of disclosure or other materials to multiple accounts at the same address.] As an issuer with over 600,000 street name holders, we strongly support changes in the disclosure process that will streamline the dissemination of information to investors while reducing the amount of duplicative information received by investors. Not only does this provide greater convenience to investors, it reduces costs for AirTouch and other issuers. We support the proposed amendments but would like to encourage the Commission to consider clarifying the proposals to permit issuers to eliminate duplicative mailings of proxy materials, as well as prospectuses and annual reports.
We support efforts to encourage householding and endorse the specific proposals in the Release. Specifically, the "implied consent" provisions which would allow an issuer to provide a stockholder with notice that it will eliminate multiple mailings, then do so unless the stockholder objects within 60 days, should enable many issuers to engage in householding. We do, however, urge the Commission to clarify that issuers can household proxy materials. In our view, this would provide greater efficiency in the stockholder communication process. The New York Stock Exchange ("NYSE") permits householding not only of annual reports, but also, subject to certain conditions, proxy statements and similar materials for stockholders who own stock in street name. The Commission approved this rule, and we understand that none of the multiple commentators on that proposal raised any objections to householding. The same reasoning behind those rules would support allowing householding of direct issuer-beneficial stockholder proxy communications.
NYSE member firms are able to household proxy materials for investors who own stock in street name, something that issuers will be unable to do for beneficial holders who own stock directly registered on their books unless the Commission permits householding of proxy materials. There does not appear to be a policy reason for this distinction. We urge the Commission to clarify that issuers can household proxy material sent to beneficial stockholders whose names appear directly on the issuers records. This would extend the benefits of householding as widely as possible.
We thank you for the opportunity to comment on the Release. If you have any questions or comments, please call the undersigned at (415) 658-2088.
Very truly yours,