Public Comments

Overview

SECURITIES AND EXCHANGE COMMISSION
17 CFR Parts 230 and 240
[Release Nos. 33-7767, 34-42102, IC-24124; File No. S7-26-99]
RIN 3235-AH66
Delivery of Proxy and Information Statements to Households

AGENCY: Securities and Exchange Commission.

ACTION: Proposed rule.

SUMMARY: The Commission is proposing for public comment amendments to
the proxy rules under the Securities Exchange Act of 1934. The proposed
amendments would permit companies and other persons to satisfy the proxy and
information statement delivery requirements, with respect to two or more
shareholders sharing the same address, by sending or forwarding a single proxy
or information statement to these shareholders ("householding"). The
proposed amendments are intended to reduce the amount of duplicative information
that shareholders receive, and to lower printing and mailing costs to
registrants that ultimately are borne by the shareholders. In a separate
release, the Commission is adopting similar amendments to Commission rules that
govern the delivery of annual and (in the case of investment companies)
semiannual reports and new Rule 154 under the Securities Act of 1933 that
permits issuers and broker-dealers to household prospectuses. This release
proposes changes to Rule 154 and to the annual report requirements.

DATES: Comments must be received on or before January 18, 2000.

ADDRESSES: Comments should be submitted in triplicate to Jonathan G.
Katz, Secretary, Securities and Exchange Commission, 450 5th Street, N.W.,
Washington, D.C. 20549-0609. Comments also may be submitted electronically at
the following E-mail address: rule-comments@sec.gov. All comment letters should
refer to File No. S7-26-99; this file number should be included on the subject
line if E-mail is used. Comment letters will be available for public inspection
and copying in the Commission's Public Reference Room, 450 5th Street, N.W.,
Washington, D.C. 20549. Electronically submitted comment letters also will be
posted on the Commission's Internet web site (http://www.sec.gov).

FOR FURTHER INFORMATION CONTACT: Elizabeth M. Murphy, Special Counsel,
at (202) 942-2900, Office of Chief Counsel, Division of Corporation Finance,
Securities and Exchange Commission, 450 5th Street, N.W., Washington, D.C.
20549.

SUPPLEMENTARY INFORMATION: The Commission today proposes amendments to
Rule 1541 under the
Securities Act of 1933 (the "Securities Act")2
and Rules 14a-2,3 14a-3,4
14a-7,5 14b-1,6
14b-2,7 and 14c-38
under the Securities Exchange Act of 1934 (the "Exchange Act").9

I. INTRODUCTION

The Commission proposes amendments to the proxy rules to reduce the amount of
duplicative information shareholders receive. The proposal was prompted by
amendments the Commission is adopting today in a Companion Release.10
In the Companion Release, the Commission is adopting new Securities Act Rule 154
to enable issuers and broker-dealers to satisfy prospectus delivery requirements
for two or more investors sharing the same address by sending a single
prospectus.11 The Commission
also is adopting similar amendments to the proxy rules under the Exchange Act
that govern the delivery of annual reports to shareholders, and to the rules
under the Investment Company Act that govern the delivery of semiannual reports
to investment company investors.12

The purpose of the amendments to the proxy rules adopted today is to conform
the provisions regarding the householding of annual reports by companies to the
amendments that permit the householding of prospectuses and investment company
semiannual reports. Companies are required to send an annual report to security
holders in connection with the delivery of a proxy or information statement when
directors are being elected.13
For many years, the proxy rules have included provisions stating that companies
do not have to send an annual report to a shareholder of record having the same
address as another shareholder of record to whom a report is sent if the
shareholder provides written consent.

With respect to prospectuses and annual reports, the Commission originally
proposed to limit householding without written consent to situations in which
shareholders had opened their accounts before the effective date of the new
rules.14 Several commenters
asserted that the proposed distinction between shareholders who must give
written consent to householding and those who need not would be costly and
burdensome to administer. They also stated that the distinction could confuse
shareholders.

Under the amendments the Commission is adopting today, the rules no longer
require companies to get written consent from shareholders to householding of
prospectuses, annual reports and semiannual reports if: (1)the document is
delivered to members of the same family with the same last name sharing a common
home address or post office box; (2)shareholders are given advance notice of
householding; and (3)shareholders do not object to householding.

The Commission did not propose to permit householding of proxy and
information statements when it proposed the householding provisions adopted
today. Several commenters on the proposed amendments suggested that the
Commission consider further revisions to permit the householding of proxy
materials. Many of these commenters noted that householding would facilitate
companies' common practice of mailing the annual report together with the proxy
or information statement. A few commenters further suggested that the Commission
extend the proposed householding provisions expressly to permit broker-dealers
and banks15
("intermediaries") to household delivery of annual reports and proxy
and information statements to beneficial owners of equity securities registered
pursuant to Section 12 of the Exchange Act.16
The proxy rules currently do not include provisions that permit intermediaries
to household documents.

In light of the commentary on the Proposing Release, the Commission proposes
in this release to amend the proxy rules further to permit the householding of
proxy and information statements by companies.17
The Commission also proposes, for the first time, to add provisions to the proxy
rules to permit intermediaries to household proxy and information statements, as
well as annual reports, to beneficial shareholders. However, multiple proxy
cards or voting instruction forms-- one for each shareholder residing at a
shared address -- would have to be delivered with proxy statements that are
householded. Rule 154, as adopted, does not permit the householding of
combination proxy statement-prospectuses delivered for business combinations,
exchange offers, or reclassifications of securities registered on Forms N-14,
S-4 and F-4.18 Accordingly,
the Commission now is proposing to amend Rule 154 to permit the householding of
proxy statements combined with prospectuses, as discussed more fully below.

II. DISCUSSION -- DELIVERY OF PROXY AND INFORMATION STATEMENTS TO A
HOUSEHOLD

A. Purpose of the Proposed Amendments

The Commission is proposing amendments to Exchange Act Rules 14a-3, 14b-1,
14b-2 and 14c-3 to permit companies and intermediaries to satisfy their
respective proxy and information statement delivery requirements by sending a
single copy of the proxy or information statement to two or more shareholders19
residing at the same address. Companies, intermediaries and shareholders
have complained to the Commission in the past that the distribution of multiple
copies of the same document to shareholders who share the same address often
inundates shareholders with unwanted mail and causes companies to incur higher
printing and mailing costs. The purpose of the proposed amendments is to allow
companies and intermediaries to household proxy and information statements to
both record and beneficial shareholders in the same manner that, upon
effectiveness of the Companion Release, will be permissible for prospectuses and
annual reports to security holders.

B. Proposed Householding of Proxy and Information Statements by Companies
to Record Holders

Exchange Act Rule 14a-3 requires companies to furnish their shareholders with
a proxy statement before soliciting proxy voting authority from the shareholders
with respect to a matter submitted to a shareholder vote.20
If the solicitation relates to an annual meeting (or special meeting in lieu of
the annual meeting) where directors are being elected, a company's proxy
statement must be preceded or accompanied by an annual report to security
holders that includes specified financial information about the company.21
Companies are able to deliver the proxy statement directly only to their
shareholders of record; they must deliver the proxy statement to their
beneficial shareholders indirectly through the intermediaries.22

Pursuant to amendments adopted today in the Companion Release, Rule 14a-3
will permit companies to household the annual report to security holders under
certain conditions. Because the current proxy rules require the annual report to
accompany or precede delivery of the proxy statement, companies generally mail
the annual report with the proxy statement in the same envelope.23
As a result, the ability of companies to reduce costs by householding the annual
report would be limited by their inability also to household the proxy
statement.

The proposed revisions to Rule 14a-3 would permit companies to household the
proxy statement to record shareholders under the same conditions for
householding prospectuses and annual reports.24
Specifically, as described in more detail below, the amendments would require
the company to:

  • get written or implied consent from record shareholders to householding of
    the proxy statement;
  • include a separate proxy card for each shareholder to whom the householded
    proxy statement is sent;
  • expressly undertake in the proxy or information statement to deliver upon
    written or oral request a separate copy of the annual report and proxy or
    information statement to a record shareholder residing at a shared address
    to which the company delivers a householded copy of each document; and
  • resume delivery of individual copies of the proxy statement within 30 days
    after a shareholder request (i.e., revocation of any written or
    implied consent).

The Commission proposes similar amendments to Rule 14c-3, which requires
companies to deliver information statements to shareholders when they are taking
certain corporate actions, but not soliciting proxy voting authority. Comment is
solicited generally as to whether companies should be permitted to household
proxy and information statements.

1. Consent

a. Implied Consent

Under the proposed changes to the proxy rules,25
companies would be able to deliver a single proxy or information statement to
multiple shareholders who share an address without having affirmatively to
obtain written consent to householding from the shareholders, if the following
conditions are met:

  • Each shareholder at the shared address has the same last name as the other
    shareholders (or the company reasonably believes that they all are members
    of the same family);26
  • At least 90 days before beginning delivery by householding, the company
    sends each record shareholder at the shared address a separate written
    notice in plain English27
    of its intention to household proxy and information statements;28
  • The notice (or envelope containing the notice) includes the
    following prominent statement, or similar clear and understandable
    statement, in bold-face type: "Important Notice Regarding Delivery of
    Shareholder Documents";30
  • The written notice provides record shareholders who object to householding
    with a reply form or toll-free telephone number to express their objection;31
  • The written notice states the duration of the consent and explains how a
    shareholder can revoke consent to householding;32
  • The company does not receive notice that the shareholders object to
    householding within the 90-day notice period;33
    and
  • The company delivers householded proxy or information statements only to a
    residential street address or post office box.34

The rules being adopted today in the Companion Release that permit
householding of prospectuses and annual reports by implied consent state that
shareholders must receive written notice of the company's plan to household
these documents at least 60 days before householding begins. The Commission is
proposing to change the 60-day notice requirement to 90 days with respect to
annual reports, and proposes a 90-day period for proxy and information
statements. The additional time may be necessary to avoid interfering with the
company's proxy statement mailing schedule -- because many companies mail the
proxy statement 45 days or more before the annual meeting date, a 60-day period
may not provide sufficient time for the mailing of the notice and receipt of any
shareholder objections before the planned mailing date.35

The Commission requests comment on whether the proposed conditions for
relying on implied consent are necessary or appropriate. Should the rules
require companies to get written consent to householding of proxy and
information statements from members of the same family with the same last name,
even though the Commission today is adopting amendments that allow householding
of prospectuses and annual reports by implied consent? Should proxy statements
be treated differently than information statements? Conversely, should companies
be able to household proxy and information statements by implied consent to
unrelated shareholders residing at a shared address? Do companies have the means
reasonably to determine whether shareholders who do not share the same last name
(for example, spouses with different surnames) are related to one another? Is
joint account and beneficiary information useful in this regard?36

The Commission also solicits comment on whether, as proposed, companies
should have to send record shareholders a separate written notice of their
intention to household proxy and information statements by implied consent.
Should companies be able to incorporate the notice into an unrelated shareholder
communication such as an interim report or dividend check statement?37
Should the rules require that the separate notice also be mailed separately, or
should the rules permit delivery with other investor materials, as the
Commission's rules will now permit for prospectuses and investment company
semiannual reports?38 Is
90 days an appropriate notice period, or should it be shorter or longer?
Furthermore, are the proposed means by which a shareholder can object to
householding appropriate? Should the rules include alternative methods by which
shareholders could object?

Commenters should note that, under the proposed rules, companies would have
to specify in the required written notice the types of documents they intend to
household (i.e., proxy and information statements). New Securities Act
Rule 154 and revised Rule 14a-3(e) adopted today in the Companion Release
similarly require the written notice to specify a company's intention to
household prospectuses and annual reports, respectively. Therefore, companies
choosing to household all of these documents (prospectuses, annual reports and
proxy and information statements) may wish to consider mailing the householding
notice after the Commission has considered the revisions proposed in this
release. Otherwise, companies would need to mail two separate notices -- one
regarding an intention to household prospectuses and/or annual reports upon
effectiveness of the amendments in the Companion Release and a second regarding
an intention to household proxy and information statements. The second notice
could not be delivered until the effective date of the proposed changes
described in this release.

b. Affirmative Written Consent

A company also would be permitted to household the proxy or information
statement to related or unrelated record shareholders residing at a shared
address if each of the shareholders consents in writing to the company's
delivery of one proxy or information statement to the shared address.39

If a company solicits written consent from related or unrelated record
shareholders residing at a shared address, it should specify in the request for
consent the types of documents it intends to household (e.g., annual
reports and/or proxy statements and/or information statements), the duration of
the consent, the procedure to revoke consent, and the anticipated date that
householding will begin. The company could begin householding immediately upon
receipt of the written consent. If a shareholder, on his or her own initiative,
requests the company to household the proxy or information statement, a company
that is agreeable to the request should send a confirmation to the shareholder
including the information described above.

Comment is solicited as to whether unrelated shareholders residing at a
single address should have to provide written consent to householding. If so,
should they be allowed to consent orally as well as in writing? If oral consent
is permitted, what kind of documentation should the Commission require companies
to retain as evidence of consent?

c. Duration of Consent

Companies could solicit from record shareholders a consent to householding of
perpetual duration that is valid until revoked, or a consent of limited duration
such as one year or a specified number of years. If companies rely on implied
consent to householding, the required 90-day notice to shareholders should make
it clear whether the company intends to household indefinitely or for a fixed
period.40 The Commission
requests comment on whether companies should have to re-solicit implied and/or
written consent to householding periodically, and if so, whether they should
have to do so annually or at a different interval.41

Under the proposed rules, shareholders could revoke their consent to
householding at any time, by instructing the company orally or in writing.42
A company could not continue to household the proxy or information statement
more than 30 days after receiving such instructions. Comment is solicited as to
whether 30 days is an appropriate revocation period from the perspective of both
companies and shareholders, or should be shorter or longer.

2. Addressing

Under the revised rules, companies would have the flexibility to address the
householded copy of the proxy or information statement either to shareholders as
a group, (e.g., "ABC Corporation Shareholders,"
"Jane Doe and Household" or "Household of Jane Doe"), or to
each of the shareholders residing at the shared address (e.g., "Jane
Doe and Mary Doe"). In order to prevent householding of the proxy or
information statement to shareholders with the same last name who share a
business address but are not related, the proposed rules would require companies
relying on implied consent to deliver the proxy or information statement to a
residential street address, or to a post office box. The rules would state that
a company can assume that a street address is a residence unless the company has
information indicating that the address is not a residence.

For purposes of the revised rules, the term "address" would mean a
street address, post office box number, an electronic mail address, facsimile
telephone number, or similar destination to which paper or electronic documents
are delivered. If a company has reason to believe that an address is a street
address of a multi-unit building, the address also would have to include the
unit number.

Because the potential benefits of householding electronic documents appear to
be minimal,43 the
Commission is not proposing to allow electronic delivery of householded proxy
and information statements in connection with implied consent to householding.
The proposed rules would permit electronic delivery of householded proxy and
information statements only if delivery is made to a shared electronic address
(for example, a shared electronic mail account) and all shareholders in the
household give written consent to householding.45
Comment is requested on whether the Commission should permit the electronic
delivery of a householded proxy or information statement if all of the
shareholders in the household have consented to householding but not all have
consented to electronic delivery pursuant to procedures outlined in Commission
releases.46

Comment is solicited on the proposed address requirements. Should companies
have the proposed flexibility to address householded proxy and information
statements to a group of shareholders? Should shareholders have the right to
specify how the householded proxy or information statement is addressed? Should
companies be able to address householded annual reports, proxy statements and
information statements to only one of the shareholders residing at a shared
address?

Is the requirement that companies deliver the householded proxy or
information statement only to addresses reasonably believed to be residences
workable? Is the proposed definition of "address" appropriate? Would
householding to a shared electronic address result in significant cost savings?

3. Inclusion of Multiple Proxy Cards with Single Proxy Statement

Unlike prospectuses, annual reports and information statements, the proxy
statement is accompanied by a form of proxy ("proxy card"). Rule
14a-4(f)47 states that no
person conducting a proxy solicitation shall deliver a proxy card to a
shareholder unless it is preceded or accompanied by a definitive proxy statement
that has been filed with, or mailed for filing to, the Commission. Therefore,
shareholders generally receive the proxy card in the same envelope that contains
the company's proxy statement and annual report. Proxy cards are addressed based
on the shareholder account titles appearing on a company's list of registered
holders.

Under the proposed rules, companies would need to continue sending a separate
proxy card with the householded proxy statement for each separate shareholder
account with respect to which proxy authority is being solicited. For example,
if a husband and wife each holds the same company's securities in two individual
accounts, a company could deliver a single proxy statement and annual report to
them but would have to include two separate proxy cards in the envelope, and
designate the proxy cards individually based on the two account titles. Comment
is solicited on whether the Commission should permit householding of proxy
statements in view of the need to include multiple proxy cards. Are there
concerns that householding may interfere with shareholders' exercise of voting
rights through the proxy card's execution?

4. Undertaking to Provide Additional Copies of Householded Documents

The proposed rules 48
would require companies to undertake in the proxy or information statement to
deliver, upon written or oral request, a separate copy of the annual report,
proxy statement or information statement to a shareholder residing at a shared
address to which a householded copy of the documents was delivered. The company
would have to deliver the separate copy promptly after a shareholder request.

The purpose of this proposed requirement is to ensure that a shareholder who
has given implied or written consent to householding, but then experiences a
change in circumstances that makes sharing a householded document impractical,
still has access to the annual report, proxy statement or information statement.
The householding rules applicable to annual reports adopted today in the
Companion Release do not include this undertaking requirement. The proposed
amendments would modify those rules.

Comment is solicited as to whether the proposed undertaking is appropriate,
and if so, whether the rules should mandate delivery of a separate copy of the
annual report, proxy statement or information statement within a specific time
period rather than promptly. Should companies have to set forth the proposed
undertaking in the proxy or information statement, or should there be other
alternatives? Comment also is requested on whether Securities Act Rule 154
adopted today in the Companion Release should be revised to include a similar
undertaking. The proposed rules also would require companies choosing to
household the annual report,49
proxy statement and/or information statement to include the following
information in the proxy or information statement:50

  • State that only one annual report and/or proxy statement or information
    statement is being delivered to multiple shareholders residing at a shared
    address unless the registrant has received contrary instructions from one or
    more of the shareholders;
  • Undertake to deliver promptly, upon written or oral request, a separate
    copy of the annual report and/or proxy statement or information statement to
    a shareholder residing at a shared address to which a single copy of the
    documents was delivered;
  • Provide instructions as to how a shareholder can notify the registrant
    that the shareholder wishes to receive a separate annual report and/or proxy
    statement or information statement in the future; and
  • Provide instructions as to how shareholders can request householding if
    they are receiving multiple copies of the annual report and/or proxy or
    information statement.

Comment is solicited on whether registrants should be required to provide
annual disclosure about householding, as proposed. If so, should this disclosure
have to appear in the proxy or information statement or could it be provided in
other shareholder communications?

5. State Law Requirements Concerning Notice of Meeting

Many state corporate codes contain provisions requiring companies to provide
shareholders of record with written notices of meetings and adjourned meetings.
The provisions generally state that written notice of a meeting at which
shareholders are required or permitted to take action must be sent to each
shareholder of record a specified number of days before the meeting date. For
example, the Delaware General Corporate Code states that written notice of any
meeting shall be given not less than 10 nor more than 60 days before the date of
the meeting to each shareholder entitled to vote at the meeting.51
This notice typically is transmitted with the proxy statement.

It is unclear whether a householded proxy statement that includes the meeting
notice would satisfy state law requirements that companies deliver a notice to each
record shareholder. Companies choosing to household the proxy statement
therefore would have to consider the possible need to deliver separately the
notice of meeting to each shareholder in the household to satisfy state law
requirements.

Comment is solicited on whether state law meeting notice requirements present
legal and/or practical obstacles to householding of the proxy statement. Would a
meeting notice incorporated in a single, householded proxy statement sent to all
record holders residing at a shared address be deemed to be delivered to each
such shareholder in the household in compliance with applicable state law? Would
the householded proxy statement have to be addressed to each shareholder rather
than generically to the group of shareholders residing at a shared address in
order to satisfy state law? Would the attachment of multiple meeting notices to
the householded proxy statement, each notice addressed to each shareholder
sharing the address, fulfill the states' individual meeting notice requirements,
or must a notice be sent separately to each record shareholder?

6. Business Combination Proxy Statement-Prospectuses

As discussed in the Companion Release, new Securities Act Rule 154 does not
permit the householding of prospectuses required to be delivered in connection
with business combination transactions, exchange offers and reclassifications of
securities.52 The
Proposing Release requested comment on whether companies should be permitted to
household those types of prospectuses, given that they generally are accompanied
by proxy cards or tender offer material that must be executed by each
shareholder. Some commenters on the Proposing Release suggested that the
Commission consider broadening Rule 154 to permit householding of those types of
prospectuses.

Upon consideration of these comments, and because the proposals described in
this release would permit the householding of proxy statements, the Commission
is proposing to expand the coverage of Rule 154 to include combined proxy
statement-prospectuses delivered in connection with business combinations,
exchange offers or reclassifications of securities.

Companies householding the combined proxy statement-prospectuses would
continue to have to include separate proxy cards that need to be executed by
each individual shareholder in the household. Comment is solicited as to whether
the Commission should permit companies to household combined proxy
statement-prospectuses. Do shareholders perceive these prospectuses about
extraordinary transactions as being more significant than proxy statements
relating to routine proposals? If so, are they more likely to want to receive
separate copies of the combined proxy statement-prospectus? If the revised rules
do not permit companies to household combined proxy statement-prospectuses, do
companies have the means to suppress householding when delivering this type of
document to shareholders?

The revised rule would not affect any other applicable requirement of state
or federal law concerning the delivery of any document that requires individual
execution, such as a shareholder response to a tender offer. Comment is
solicited on whether the Commission should permit householding of these
documents.

C. Householding of Proxy and Information Statements by Intermediaries to
Beneficial Owners

Exchange Act Rule 14b-1 sets forth the obligations of registered brokers and
dealers in connection with the prompt forwarding of certain registrant
communications to beneficial owners. Rule 14b-2 sets forth similar obligations
of banks, associations and other entities that exercise fiduciary powers. The
proposed amendments would revise these rules to state that broker and bank
intermediaries may, on their own initiative, or at the request of a company,
household the annual report, proxy statement or information statement to
beneficial owners residing at a shared address if the requirements set forth in
proposed Rule 14a-3(e)(1) (with respect to annual reports and proxy statements)
and Rule 14c-3(c) (with respect to information statements) are met. Pursuant to
the proposed change discussed above, intermediaries also would be able to
household combined proxy statement-prospectuses to beneficial owners.

Under the proposed amendments, the intermediaries rather than the registrant
would follow the procedures described in proposed Rule 14a-3(e)(1) and obtain
implied or written consent to householding from beneficial owners.53
Intermediaries using voting instruction forms to elicit information from
beneficial owners as to how their shares should be voted would have to include a
separate form for each beneficial owner residing at a shared address.54
This would be similar to the requirement that registrants must include a
separate proxy card for each individual record holder residing at a shared
address.

Under the current proxy rules,55
intermediaries are not required to promptly forward information to beneficial
shareholders if a company does not provide assurance of reasonable reimbursement
of the intermediaries' reasonable expenses, both direct and indirect, incurred
in performing those obligations. The proxy rules do not include a schedule of
"reasonable fees," but the NYSE rules and rules of other
self-regulatory organizations do include a fee schedule. NYSE Rule 451 sets
forth the maximum fees that NYSE member firms (brokers) may charge NYSE listed
companies for forwarding proxy materials to beneficial owners.

In December 1996, the NYSE proposed a new reimbursement fee structure for the
forwarding of proxy materials and other shareholder communications.56
Public comment was solicited on the proposals. The Commission approved the fees
on a pilot basis ("pilot fees").57
The pilot fees have been revised several times and currently are set to expire
on January 3, 2000.58

In addition to per piece processing fees for the forwarding of proxy
materials and other shareholder communications, the pilot fees include a
"paper and postage elimination fee"59
which may be charged by intermediaries for the elimination of a paper mailing to
a beneficial owner as a result of householding or electronic delivery. Nearly
all large broker and many bank intermediaries currently outsource the proxy
material distribution function for beneficial shareholders to ADP Investor
Communications Services ("ADP"). ADP, as agent for intermediaries, is
able to charge companies for the proxy distribution services in accordance with
the pilot fees, including the paper and postage elimination fee.

Under the proposed rules, intermediaries or their agents could offer
shareholders the option of consenting -- on an implied or written consent basis
--to householding of proxy and information statements relating only to a
particular company, or consenting to householding of any proxy or information
statement the intermediary is required to forward to the shareholder. The
proposed rules, however, would not require that shareholders be given this
option of limiting their consent to a particular company. Comment is solicited
on whether shareholders should have the option to limit their consent to a
particular company.

The revised rules would state that intermediaries must exclude annual
reports, proxy statements, and information statements that will be eliminated
pursuant to householding procedures in responding to company requests concerning
the number of the intermediaries' customers that are beneficial owners of the
companies' securities.60

Comment is requested on whether intermediaries should be allowed to household
annual reports, proxy statements, and information statements to beneficial
owners. If so, should they or their agents be allowed to household regardless of
whether the company chooses to household to its record holders? Should companies
be required to reimburse intermediaries or their agents for their reasonable
expenses incurred in obtaining implied or written consents to householding even
if the company has not directed or approved the intermediary's decision to
household? Should the intermediaries be required to obtain express authorization
from companies before they begin householding? Conversely, should the rules
require intermediaries to household to beneficial owners at the direction of
companies? If so, should the companies be required to compensate the
intermediaries for their reasonable expenses incurred in connection with the
solicitation of implied or written consents? Is it reasonable for intermediaries
(or their agent) to collect the $.50 paper and postage elimination fee currently
included in the pilot fees for each paper copy of a set of proxy materials
suppressed as a result of householding at the intermediary level? Should the
$.50 postage elimination fee be a one-time charge (assessed only the first time
a paper copy is suppressed) or a recurrent fee? Is there any reason why the
rules permitting householding by intermediaries to beneficial shareholders
should differ from the rules permitting householding by companies to record
shareholders?

Commenters also are asked to consider whether the rules should permit
householding to record shareholders and beneficial shareholders sharing the same
address. How would information about record shareholders (possessed by companies
or their agents) and information about beneficial shareholders (possessed by
intermediaries or their agents) be shared to facilitate householding?

The proposed rules also would amend Rule 14a-2(a)(1),61
which excepts solicitations by intermediaries from Rules 14a-3 through 14a-15 if
they satisfy certain conditions.62
The amendments would revise the rule to indicate that the exception permits
intermediaries' delivery of materials to each person separately or to a person's
household.

D. Householding of Proxy Statements by Shareholders

Under the proposed rules,63
shareholders who deliver a proxy statement to other shareholders also would be
able to household the proxy statement to record holders if the company
previously has obtained shareholder consent to householding in accordance with
the procedures in proposed Rule 14a-3(e)(1).

Rule 14a-7 sets forth the obligations of companies either to provide a
shareholder list to a requesting shareholder or to mail the shareholder's proxy
materials. The rule provides that the company has the option to provide the list
or mail the shareholder's materials, except when the company is soliciting
proxies in connection with going private or roll-up transactions. In those
cases, the shareholder has the option to request the list or have the company
mail its materials. In addition to requiring that the company supply
householding information that it previously has obtained when providing the
shareholder list, the proposed amendments would require companies to share the
benefit of written or implied consents to householding that they have obtained
when mailing materials on a shareholder's behalf.64
Comment is solicited on whether shareholders should be able to household the
proxy statement under the specified conditions.

The Commission is aware that intermediaries generally deliver proxy
materials on behalf of soliciting parties other than the registrant under the
conditions set forth in Exchange Act Rules 14b-1 and 14b-2 (for example, the
soliciting party agrees to reimburse the intermediary for reasonable expenses
incurred by the intermediary to forward the proxy statement to beneficial owners
even though these rules are silent with respect to any such obligations). Should
Rules 14b-1 and 14b-2 be revised explicitly to require intermediaries to deliver
proxy or other soliciting materials on behalf of soliciting persons (or their
agents) other than the registrant? Are such revisions necessary or appropriate
even if the householding proposals are not adopted?

III. DELIVERY OF PROXY MATERIALS TO REGISTERED INVESTMENT ADVISERS AND
INVESTMENT MANAGERS

Many of the Self-Regulatory Organizations ("SROs") have adopted
rules to allow beneficial owners to:

  • designate a registered investment adviser to vote proxies and receive
    proxy material on behalf of the beneficial owner; and
  • allow SRO member organizations who serve as investment managers of ERISA
    plans to vote proxies.65

The proposed householding rules do not include any specific provisions
regarding householding of proxy materials to registered investment advisers and
investment managers of ERISA plans who have been designated to vote proxies and
receive proxy materials on behalf of multiple shareholder accounts. The general
provisions of the rules, however, would permit companies to solicit written
consent to householding from these investment advisers and investment managers.
The proposed rules also would allow companies to accommodate requests in writing
from the investment advisers and investment managers that companies and/or
intermediaries send them only one copy of a company's annual report and proxy
statement or information statement, rather than a separate copy on behalf of
each shareholder for whom they are authorized to make proxy voting decisions.

Comment is requested on whether companies and intermediaries should be able
to household proxy materials to such investment advisers and investment managers
without having to rely on the proposed householding rules since it is unlikely
that a single person or entity making the proxy voting decision would need more
than one copy of the proxy materials. Commenters who believe that the proposed
householding rules should apply are asked to consider if it would be appropriate
to permit householding to investment advisers and investment managers by implied
consent. Additional comment is sought on whether companies and intermediaries
should be allowed to household proxy material without consent or by implied
consent to trustees, executors, administrators, guardians or persons who act in
similar capacities and who have been vested with proxy voting authority.
Finally, are there other situations not addressed by the proposed rules where it
may be appropriate to allow householding without any advance consent or by
implied consent?

IV. GENERAL REQUEST FOR COMMENT

Any interested persons wishing to submit written comments on the proposed
rule amendments that are the subject of this Release, to suggest additional
provisions or changes to the rules, or to submit comments on other matters that
might affect proposals contained in this Release, are requested to do so. The
Commission also requests comment on whether the proposals, if adopted, would
have an adverse effect on competition that is neither necessary nor appropriate
in furthering the purposes of the Exchange Act.

The Commission requests comment on whether the proposals, if adopted, would
promote efficiency, competition and capital formation. Comments will be
considered by the Commission in compliance with its responsibilities under
Section 2(b) of the Securities Act,67
and Sections 3(f) and 23(a) of the Exchange Act.68
The Commission encourages commenters to provide empirical data or other facts to
support their views.

V. COST/BENEFIT ANALYSIS

The Commission is sensitive to the costs and benefits imposed by its rules on
affected persons and entities. The proposed rules would permit companies and
intermediaries to send fewer copies of proxy and information statements to
shareholders than they currently must send, and therefore, as discussed below,
should result in substantial cost savings to companies. The proposed rules would
be voluntary on the part of companies and intermediaries; therefore, to the
extent that the proposed rules would require the printing and delivery of
notices concerning householding, use of software to track householding consents,
or would result in other costs of changing procedures, and the costs outweigh
the benefits of householding, companies and intermediaries may decide not to
rely on the rules.

Many of the commenters on the proposals adopted in the Companion Release
urged the Commission to consider proposing revised rules that would permit
companies and intermediaries to household proxy and information statements.
Corporate commenters stated that since they generally mail the proxy statement
and annual report together in the same envelope, they are unable to achieve any
cost savings under the current rules that permit them to household only the
annual report.

Several of the commenters stated that the elimination of duplicate proxy
materials would result in significant cost savings. One commenter, a newsletter
publisher and shareholder service consultant, estimated that companies could
eliminate 10-30% of their annual report and proxy statement mailings by
householding. Assuming a company's relatively low-cost proxy material package
(including the annual report, proxy statement, notice of meeting, proxy card and
return envelope) costs $4.70, and a population of 100,000 individual investors,
the commenter estimates that householding would produce savings of approximately
$47,000 to $141,000 annually for that company. The American Society of Corporate
Secretaries and New York Stock Exchange noted in their comment letters that
companies' ability to household proxy material would provide greater efficiency
in the shareholder communication process without having any adverse effect on
investor protection.

Shareholders also have complained to the Commission, companies and
intermediaries about receipt of multiple copies of the same disclosure document.
They object not only due to their own burdens associated with receipt of
unnecessary extra mail, but also to the associated corporate waste and cost of
delivering duplicative information.

Companies and intermediaries who rely on the proposed rules would incur costs
in obtaining consents and sending notices to shareholders. It is expected that
the cost savings to companies would far exceed the costs of obtaining the
consents and mailing the notices. Intermediaries would be entitled to
reimbursement from companies for the reasonable expenses they incur in obtaining
consents to householding from the companies' beneficial shareholders. The
proposed rules would require that the notice be a separate written statement and
be accompanied by a reply form. The costs associated with sending the notice
should be limited to the costs of printing a single page and the postage costs
of delivering the notice to shareholders. The cost should be non-recurring
because the notice generally will only have to be sent once to each shareholder
in a household. Costs of the proposed annual disclosure about householding
should be low because the disclosure will be included in the proxy or
information statement.

The Commission requests comment on the costs and benefits of the proposed
rules, including the cost savings estimate described above and estimates of the
costs of obtaining consents and mailing the notice. For purposes of the Small
Business Regulatory Enforcement Fairness Act of 1996,69
the Commission also requests information regarding the potential impact of the
proposed rules on the economy on an annual basis. Commenters are requested to
include empirical data to support their views.

VI. PAPERWORK REDUCTION ACT

Certain provisions of the proposed rule amendments contain "collection
of information" requirements within the meaning of the Paperwork Reduction
Act of 1995,70 and the
Commission has submitted them to the Office of Management and Budget
("OMB") for review in accordance with 44 U.S.C. 3507(d) and 5 CFR
1320.11. The titles for the collections of information are: "Regulation
14A, Commission Rules 14a-1 through 14a-15 and Schedule 14A"; and
"Regulation 14C, Commission Rules 14c-1 through 14c-7 and Schedule
14C." Regulations 14A and C contain currently approved collections of
information under OMB control numbers 3235-0059 and 3235-0057, respectively. An
agency may not sponsor or conduct, and a person is not required to respond to,
an information collection unless a currently valid OMB control number is
displayed.

Regulations 14A and 14C set forth proxy and information disclosure
requirements. Companies that have a class of securities registered under Section
12 of the Exchange Act are subject to these requirements. When the Commission
proposed rules to permit householding of the annual report,71
it submitted a request for approval of revisions to Regulations 14A and 14C to
OMB. OMB has approved the revisions and they are adopted as described in the
Companion Release, with some modification.

In its submission, the Commission estimated that the time required to prepare
and arrange delivery of the notice (required to be mailed by companies choosing
to solicit implied consent to householding of the annual report from
shareholders) would be approximately 20 hours per respondent per year. Since the
annual report and proxy or information statement generally are mailed to
shareholders together in the same package, it is likely that companies and
intermediaries would have to mail only one notice to obtain consent to
householding of both the annual report and the proxy or information statement.
Therefore, the Commission is not changing the 20 hour estimated increase in
connection with the notice delivery requirement.

Aside from the notice requirement, the Commission also is proposing a new
proxy and information statement disclosure requirement.72
The proposed new disclosure would require companies choosing to household proxy
materials to advise shareholders how they can revoke consent to householding and
how to request separate copies of a householded document. The disclosure also
would tell shareholders how to request householding. It is estimated that the
time to respond to this disclosure would be approximately one hour per
respondent per year.

The Commission estimates that 9,892 respondents are subject to Regulation 14A
and that approximately 989 of these would prepare the proposed Schedule 14A
householding disclosure. The Commission estimates that the burden associated
with Regulation 14A as revised per respondent would be approximately 55 hours
for those subject to the proposed disclosure, and 54 hours per respondent for
those not subject to the disclosure requirement, for a total annual burden of
535,157 hours. Of this total, it is estimated that 25%, or 133,789 hours of the
disclosure burden, would be prepared by in-house counsel and 75%, or 401,368
hours, would be prepared by outside counsel. The estimated cost to the
respondent of the disclosure prepared by outside counsel would be $70,239,400 at
an estimated hourly rate of $175.

An estimated 253 respondents are subject to Regulation 14C and it is
estimated that 25 of these would prepare the proposed Schedule 14C householding
disclosure. The Commission estimates that the burden associated with Regulation
14C as revised per respondent would be approximately 55 hours for those subject
to the proposed disclosure, and 54 hours per respondent for those not subject to
the disclosure requirement, for a total annual burden of 13,687 hours. Of this
total, it is estimated that 25%, or 3,422 hours of the disclosure burden, would
be prepared by in-house counsel and 75%, or 10,265 hours, would be prepared by
outside counsel. The estimated cost to the respondent of the disclosure prepared
by outside counsel would be $1,796,375 at an estimated hourly rate of $175.

Information Collection Title
Burden Hours After Proposed Revisions
Cost After Revisions
Reg. 14A
133,789
$70,239,400
Reg. 14C
3,422
$1,796,375

Companies and intermediaries are the primary respondents. Responses to the
collection of information are voluntary and will not be kept confidential.
Pursuant to 44 U.S.C. 3506(c)(2)(B), the Commission solicits comment to: (i)
evaluate whether the proposed collections of information are necessary for the
proper performance of the functions of the agency, including whether the
information will have practical utility; (ii) evaluate the accuracy of the
agency's estimate of the burden of the proposed collections of information;
(iii) enhance the quality, utility, and clarity of the information to be
collected; and (iv) minimize the burden of the collections of information on
respondents, including through the use of automated collection techniques or
other forms of information technology.

Persons wishing to submit comments on the collection of information
requirements should direct them to the following persons: (i)Desk Officer for
the Securities and Exchange Commission, Office of Information and Regulatory
Affairs, Office of Management and Budget, Room 3208, New Executive Office
Building, Washington, D.C. 20503; and (ii)Jonathan G. Katz, Secretary,
Securities and Exchange Commission, 450 5th Street, N.W., Washington, D.C.
20549-0609, with reference to File No. S7-26-99. OMB is required to make a
decision concerning the collections of information between 30 and 60 days after
publication; therefore, a comment to OMB is best assured of having its full
effect if OMB receives it within 30 days of publication.

VII. INITIAL REGULATORY FLEXIBILITY ANALYSIS

This Initial Regulatory Flexibility Analysis has been prepared in accordance
with 5 U.S.C. 603. It relates to proposed amendments to Securities Act Rule 154
and Exchange Act Rules 14a-2, 14a-3, 14a-7, 14b-1, 14b-2, 14c-3 and 14c-7. The
proposed amendments to the Exchange Act rules would permit companies, banks,
brokers and other persons to satisfy the proxy and information statement
delivery requirements, with respect to two or more shareholders sharing the same
address, by sending a single proxy or information statement to the shareholders
("householding"). The proposed changes to Rule 154 would permit
issuers and other persons to household proxy-prospectuses required to be
delivered in connection with business combination transactions, exchange offers
and reclassifications of securities.

A. Reasons for the Proposed Action

The purpose of the proposed amendments is to allow companies, banks, brokers
and other persons to send a single proxy or information statement or combined
proxy-prospectus to multiple shareholders residing at a shared address. Pursuant
to amendments adopted today in the Companion Release, issuers are able to
household prospectuses, annual reports and semiannual reports to security
holders. Because the proxy rules require the annual report to accompany or
precede delivery of the proxy or information statement, companies generally mail
the annual report in the same package with the proxy or information statement.
The proposed amendments would permit companies to household proxy and
information statements under the same conditions for householding prospectuses
and annual reports. If the amendments are adopted, companies will be able to
household the entire annual meeting package to consenting shareholders. The
proposed amendments are intended to reduce the amount of duplicative information
that shareholders receive and lower printing and mailing costs to companies that
ultimately are borne by the shareholders.

B. Objectives

The proposed amendments are designed to save costs for companies, brokers,
banks and other persons, while maintaining protections for investors. The
proposed rules would permit companies and others to household proxy and
information statements and combined proxy-prospectuses by obtaining implied or
written consent from shareholders. Companies and others may household by implied
consent to shareholders residing at a shared address who are members of the same
family if the shareholders are given advance written notice and the opportunity
to object. Otherwise, the company must obtain written consent to householding
from the shareholders. A commenter on the Proposing Release estimated that
companies and others could reduce their proxy and information statement mailings
by 10-30% if the proposed amendments are adopted. Reliance on the proposed
householding rules would be optional; the Commission believes companies and
others generally will rely on the proposed rules only to the extent that cost
savings can be achieved.

C. Legal Basis

The Commission is proposing to amend Rule 154 pursuant to the authority set
forth in Section 19(a) of the Securities Act.73
It is proposing to amend the proxy rules under the authority set forth in
Sections 12, 14 and 23(a) of the Exchange Act.74

D. Small Entities Subject to the Rules

Rule 0-10 under the Exchange Act defines the term "small business"
as a company whose total assets on the last day of its most recent fiscal year
were $5 million or less.75
Only small businesses that have securities registered under Section 12 of the
Exchange Act are subject to the proxy rules. There are approximately 815
reporting companies that have assets of $5 million or less. As stated above, the
proposed householding rules would be optional.

E. Reporting, Recordkeeping, and Other Compliance Issues

The primary goal of the proposed revisions is to remove unnecessary
regulatory requirements. The proposed rules, however, would require companies
and other parties choosing to solicit implied consent to householding from
shareholders to mail a separate written notice of the companies' intention to
household proxy and information statements. The proposed rules also would
require companies and other parties to undertake in the proxy or information
statement to provide, upon written or oral request, a separate copy of the
annual report, proxy statement or information statement to a shareholder
residing at an address to which they delivered a householded copy. Additionally,
companies choosing to household the annual report and proxy or information
statement would have to provide instructions in the proxy or information
statement as to how: (1) a shareholder can revoke consent to householding; and
(2) shareholders sharing an address can request householding. It is likely that
the notice generally would not exceed one page, and the proxy or information
statement disclosure would be only a paragraph or two in length.

F. Duplicative, Overlapping or Conflicting Federal Rules

The Commission believes that there are no federal rules that duplicate,
overlap, or conflict with, the proposed rules.

G. Significant Alternatives

The Regulatory Flexibility Act directs the Commission to consider significant
alternatives that would accomplish the stated objective, while minimizing any
significant adverse impact on small issuers. In connection with the proposed
rules, the Commission considered the following alternatives: (a) the
establishment of differing compliance or reporting requirements or timetables
that take into account the resources available to small entities; (b) the
clarification, consolidation or simplification of compliance and reporting
requirements under the rule for small entities; (c) the use of performance
rather than design standards; and (d) an exemption from the coverage of the
rule, or any part thereof, for small entities.

The proposed rules are intended to remove regulatory requirements for all
companies, including those that are small entities. The costs of the proposed
notice and undertaking requirements are not expected to be significant and
should be more than offset by the cost savings realized as a result of
householding proxy and information statements. The Commission considered
exempting small entities that are reporting companies from the notice and
undertaking requirements, but believes that investors in companies of all sizes
should be notified that a company intends to household the proxy and information
statement and have the opportunity to object. Since the proposed rules would be
optional and should benefit small entities, it was unnecessary to consider
exempting them from coverage of the proposed rules.

H. Solicitation of Comments

The Commission encourages the submission of comments with respect to any
aspect of this Initial Regulatory Flexibility Analysis. Comment specifically is
requested on the number of small entities that would be affected by the proposed
rules. Comment also is requested on the impact of the proposed rules on broker
and banks that are small entities. Commenters are asked to describe the nature
of any impact and provide empirical data supporting the extent of their impact.
These comments will be considered in preparation of the Final Regulatory
Flexibility Analysis, if the rules are adopted, and will be placed in the same
public comment file as comments on the proposed rules themselves.

VIII. STATUTORY AUTHORITY

The Commission is proposing to amend Rule 154 pursuant to the authority set
forth in Section 19(a) of the Securities Act. The Commission is proposing to
amend Rules 14a-3, 14c-3, 14b-1 and 14b-2 under the authority set forth in
sections 12, 14 and 23(a) of the Exchange Act.

List of Subjects

17 CFR Part 230

Investment companies, Reporting and recordkeeping requirements, Securities.

17 CFR Part 240

Reporting and recordkeeping requirements, Securities.

TEXT OF PROPOSED RULES

For the reasons set out in the preamble, Title 17, Chapter II of the Code of
Federal Regulations is proposed to be amended as follows:

PART 230 - GENERAL RULES AND REGULATIONS, SECURITIES ACT OF 1933

1. The authority citation for Part 230 continues to read, in part, as
follows:

Authority: 15 U.S.C. 77b, 77f, 77g, 77h, 77j, 77r, 77s, 77sss, 78c,
78d, 78l, 78m, 78n, 78o, 78w, 78ll(d), 79t, 80a-8,
80a-24, 80a-28, 80a-29, 80a-30, and 80a-37, unless otherwise noted.

* * * * *

2. Section 230.154 is amended by removing paragraph (e).

PART 240 - GENERAL RULES AND REGULATIONS, SECURITIES EXCHANGE ACT OF 1934

3. The authority citation for Part 240 continues to read, in part, as
follows:

Authority: 15 U.S.C. 77c, 77d, 77g, 77j, 77s, 77z-2, 77eee, 77ggg,
77nnn, 77sss, 77ttt, 78c, 78d, 78f, 78i, 78j, 78j-1, 78k, 78k-1, 78l,
78m, 78n, 78o, 78p, 78q, 78s, 78u-5, 78w, 78x, 78ll(d), 78mm, 79q,
79t, 80a-20, 80a-23, 80a-29, 80a-37, 80b-3, 80b-4 and 80b-11, unless otherwise
noted.

* * * * *

4. Section 240.14a-2 is amended by revising paragraph (a)(1)(ii) to read as
follows:

§240.14a-2 Solicitations to which §240.14a-3 to §240.14a-15 apply.

* * * * *

(a) * * *

(1) * * *

(ii) Furnishes promptly to the person solicited (or person's household in
accordance with §240.14a-3(e)(1)) a copy of all soliciting material with
respect to the same subject matter or meeting received from all persons who
shall furnish such copies thereof for such purpose and who shall, if requested,
defray the reasonable expenses to be incurred in forwarding such material, and

* * * * *

5. Section 240.14a-3 is amended by revising paragraph (e)(1) to read as
follows:

§240.14a-3 Information to be furnished to security holders.

* * * * *

(e)(1)(i) A registrant will be considered to have delivered an annual report
and/or proxy statement, as applicable, to all security holders of record who
share an address if:

(A) The registrant delivers one annual report and/or proxy statement to the
shared address;

(B) The registrant addresses the annual report and/or proxy statement to the
security holders as a group (for example, "ABC Fund [or Corporation]
Shareholders," "Jane Doe and Household," "The Smith
Family") or to each of the security holders individually (for example,
"John Doe and Richard Jones");

(C) The security holders consent in writing to delivery of one annual report
and/or proxy statement;

(D) With respect to delivery of the proxy statement, the registrant includes
a separate proxy card for each security holder residing at the shared address;
and

(E) The registrant includes an undertaking in the proxy statement to deliver
promptly upon written or oral request a separate copy of the annual report
and/or proxy statement to a security holder residing at a shared address to
which a single copy of the documents was delivered.

(ii) Implied consent. The registrant need not obtain written consent
from a security holder if all of the following conditions are met:

(A) The security holder has the same last name as the other security holders,
or the registrant reasonably believes that the security holders are members of
the same family;

(B) The registrant has sent the security holder a notice at least 90 days
before the registrant begins to rely on this section concerning delivery of
annual reports and/or proxy statements to that security holder. The notice must:

(1) Be a separate written statement that is delivered separately from
any other communications;

(2) State that only one annual report and/or proxy statement will be
delivered to the shared address unless the registrant receives contrary
instructions;

(3) Include a toll-free telephone number, or be accompanied by a reply
form that is pre-addressed with postage provided, that the security holder can
use to notify the registrant that the security holder wishes to receive a
separate annual report and/or proxy statement;

(4) State the duration of the consent;

(5) Explain how a security holder can revoke consent;

(6) State that the registrant will begin sending individual copies to
a security holder within 30 days after the security holder revokes consent; and

(7) Contain the following prominent statement, or similar clear and
understandable statement, in bold-face type: "Important Notice Regarding
Delivery of Shareholder Documents." Alternatively, this statement may
appear on the envelope containing the notice;

Note to §240.14a-3(e)(1)(ii)(B): The notice should be written in
plain English. See §230.421(d)(2) of this chapter for a discussion of
plain English principles.

(C) The registrant has not received the reply form or other notification
indicating that the security holder wishes to continue to receive an individual
copy of the annual report and/or proxy statement, within 90 days after the
registrant sent the notice; and

(D) The registrant delivers the report to a post office box or to a
residential street address. The registrant can assume that a street address is a
residence unless it has information that indicates it is a business.

(iii) Revocation of consent. If a security holder, orally or in
writing, revokes consent to delivery of one annual report and/or proxy
statement, to a shared address, the registrant must begin sending individual
copies to that security holder within 30 days after the registrant receives
revocation of the security holder's consent.

(iv) Definition of address. For purposes of this
section, address means a street address, a post office box number,
an electronic mail address, a facsimile telephone number, or other similar
destination to which paper or electronic documents are delivered, unless
otherwise provided in this section. If the registrant has reason to believe that
the address is a street address of a multi-unit building, the address must
include the unit number.

Note to paragraph (e)(1). A person other than the registrant making a
proxy solicitation may deliver a single proxy statement to security holders of
record who have separate accounts and share an address if: (a) the registrant
has followed the procedures in this section; and (b) the registrant makes
available the shared address information to the person in accordance with
§240.14a-7(a)(2)(i) and (ii).

* * * * *

6. Section 240.14a-7 is amended by revising paragraphs (a)(2)(i) and (ii) and
designating the existing note to §240.14a-7 as Note 1, revising the heading to
the notes, and adding Note 2 to read as follows:

§240.14a-7 Obligations of registrants to provide a list of, or mail
soliciting materials to, security holders.

* * * * *

(a) * * *

(2) * * *

(i) Mail copies of any proxy statement, form of proxy or other soliciting
material furnished by the security holder to the record holders, including
banks, brokers, and similar entities, designated by the security holder. A
sufficient number of copies must be mailed to the banks, brokers, and similar
entities for distribution to all beneficial owners designated by the security
holder. If the registrant, banks, brokers or similar entities have received
implied or written consent to deliver a single proxy statement to security
holders residing at a shared address in accordance with the procedures in
§240.14a-3(e)(1), §240.14b-1(b)(2), or §240.14b-2(b)(3), a single copy of the
proxy statement furnished by the security holder shall be mailed to that
address. The registrant shall mail the security holder material with reasonable
promptness after tender of the material to be mailed, envelopes or other
containers therefor, postage or payment for postage and other reasonable
expenses of effecting such mailing. The registrant shall not be responsible for
the content of the material; or

(ii) Deliver the following information to the requesting security holder
within five business days of receipt of the request: a reasonably current list
of the names, addresses and security positions of the record holders, including
banks, brokers and similar entities holding securities in the same class or
classes as holders which have been or are to be solicited on management's
behalf, or any more limited group of such holders designated by the security
holder if available or retrievable under the registrant's or its transfer
agent's security holder data systems; the most recent list of names, addresses
and security positions of beneficial owners as specified in §240.14a-13(b), in
the possession, or which subsequently comes in the possession, of the
registrant; and the names of security holders residing at a shared address that
have consented to delivery of a single copy of proxy materials to a shared
address, if the registrant has received implied or written consent in accordance
with §240.14a-3(e)(1). All security holder list information shall be in
the form requested by the security holder to the extent that such form is
available to the registrant without undue burden or expense. The registrant
shall furnish the security holder with updated record holder information on a
daily basis or, if not available on a daily basis, at the shortest reasonable
intervals, provided, however, the registrant need not provide
beneficial or record holder information more current than the record date for
the meeting or action.

* * * * *

Notes to §240.14a-7. 1. * * *

2. When providing the information required by §240.14a-7(a)(1)(ii), if the
registrant has received implied or written consent to householding in accordance
with §240.14a-3(e)(1), it shall exclude from the number of record holders those
to whom it does not have to deliver a separate proxy statement.

7. Section 240.14a-101 is amended by adding Item 23 to read as
follows:

§240.14a-101 Schedule 14A Information required in proxy statement

* * * * *

Item 23. Delivery of documents to security holders residing at a shared
address.

If one annual report and/or proxy statement is being delivered
("householded") to two or more security holders who share an address
in accordance with §240.14a-3(e)(1), furnish the following information:

(a) State that only one annual report and/or proxy statement is being
delivered to multiple security holders residing at a shared address unless the
registrant has received contrary instructions from one or more of the security
holders;

(b) Undertake to deliver promptly upon written or oral request a separate
copy of the annual report and/or proxy statement to a security holder residing
at a shared address to which a single copy of the documents was delivered;

(c) Provide instructions as to how a security holder can notify the
registrant that the security holder wishes to receive a separate annual report
and/or proxy statement in the future; and

(d) Provide instructions how security holders sharing an address can request
householding if they are receiving multiple copies of the annual report and/or
proxy statement.

8. Section 240.14b-1 is amended by adding a note following paragraph (b)(2)
and by adding paragraph (c)(3) to read as follows:

§240.14b-1 Obligation of registered brokers and dealers in connection
with the prompt forwarding of certain communications to beneficial owners.

* * * * *

(b)(2) * * *

Note to paragraph (b)(2): The broker or dealer may, on its own
initiative, or at the request of a registrant, deliver one annual report, proxy
statement, or information statement to more than one beneficial owner residing
at a shared address if the requirements set forth in §240.14a-3(e)(1)(with
respect to annual reports and proxy statements), and §240.14c-3(c)(with respect
to annual reports and information statements) applicable to registrants are
satisfied instead by the broker or dealer.

* * * * *

(c) * * *

(3) In its response pursuant to paragraph (b)(1) of this section, a broker or
dealer shall not include information about proxy statements, information
statements or annual reports that will not be delivered to security holders
residing at a shared address because of the broker or dealer's reliance on the
householding procedures referred to in the Note to paragraph (b)(2) of this
section.

9. Section 240.14b-2 is amended by adding a note to paragraph (b)(3) and by
adding paragraph (c)(4) to read as follows:

§240.14b-2 Obligation of banks, associations and other entities that
exercise fiduciary powers in connection with the prompt forwarding of certain
communications to beneficial owners.

* * * * *

(b)(3) * * *

Note to paragraph (b)(3): The bank may, on its own initiative,
or at the request of a registrant, deliver one annual report, proxy statement,
or information statement to more than one beneficial owner residing at a shared
address if the requirements set forth in §240.14a-3(e)(1) (with respect to
annual reports and proxy statements), and §240.14c-3(c) (with respect to annual
reports and information statements) applicable to registrants are satisfied
instead by the bank.

* * * * *

(c) * * *

(4) A bank shall not include information in its response pursuant to
paragraphs (b)(1)(ii)(A) of this section proxy statements, information
statements or annual reports that will not be delivered to security holders
residing at a shared address because of the bank's reliance on the householding
procedures referred to in the Note to paragraph (b)(3) of this section.

10. Section 240.14c-3 is amended by adding paragraph (c) to read as follows:

§240.14c-3 Annual report to be furnished security holders.

* * * * *

(c) A registrant will be considered to have delivered an annual report or
information statement to security holders of record who share an address if the
requirements set forth in §240.14a-3(e)(1) are satisfied.

11. Section 240.14c-101 is amended by adding Item 5 to read as follows:

§240.14c-101 Schedule 14C Information required in information statement

Item 5. Delivery of documents to security holders residing at a shared
address

If one annual report and/or information statement is being delivered
("householded") to two or more security holders who share an address
in accordance with §240.14a-3(e)(1), furnish the following information:

(a) State that only one annual report and/or proxy statement is being
delivered to multiple security holders residing at a shared address unless the
registrant has received contrary instructions from one or more of the security
holders;

(b) Undertake to deliver promptly upon written or oral request a separate
copy of the annual report and/or information statement to a security holder
residing at a shared address to which a single copy of the documents was
delivered;

(c) Provide instructions as to how a security holder can notify the
registrant that the security holder wishes to receive a separate annual report
and/or information statement in the future; and

(d) Provide instructions how security holders sharing an address can request
householding if they are receiving multiple copies of the annual report and/or
information statement.

By the Commission.
Jonathan G. Katz
Secretary

November 4, 1999

Footnotes

1
17 CFR 230.154.
2
15 U.S.C. 77.
3
17 CFR 240.14a-2.
4
17 CFR 240.14a-3.
5
17 CFR 240.14a-7.
6
17 CFR 240.14b-1.
7
17 CFR 240.14b-2.
8
17 CFR 240.14c-3.
9
15 U.S.C. 78a.
10
Release No. 33-7766 (Nov.
4,1999).
11
Rule 154 also applies to
prospectus supplements.
12
Revised Rules 30d-1 [17 CFR
270.30d-1], 30d-2 [17 CFR 270.30d-2], 14a-3 and 14c-3.
13
Rule 14a-3(a) [17 CFR
240.14a-3(a)].
14
Release. No. 33-7475
("Proposing Release") (Nov. 13, 1997)[62 FR 61933].
The Commission proposed to allow householding to existing shareholders as of the
effective date of the new rules without written consent, due to a concern that
many shareholders, while not objecting to householding, would fail to respond to
requests for consent.
15
Rule 14b-2(a)(1) [17 CFR
240.14b-2(a)(1)] defines the term "bank" as a bank, association, or
other entity that exercises fiduciary powers.
16
The proxy rules apply only to
companies with equity securities registered under Section 12 of the Exchange Act
and to investment companies registered under the Investment Company Act of 1940
("Investment Company Act") [15 U.S.C. 80a] [17 CFR 270.20a-1].
17
References to
"companies" throughout this release include investment companies.
Funds are not required to comply with the Rule 14a-3(b) annual report
requirement because they file shareholder reports under Section 30(d) of the
Investment Company Act. Item 22 of Exchange Act Schedule 14A [17 CFR
240.14a-101] consolidates fund-specific proxy disclosure requirements, and
requires that, unless the proxy statement is accompanied by a copy of the fund's
most recent annual report, the proxy statement must state prominently that the
fund will furnish without charge a copy of the annual report and the most recent
semi-annual report succeeding the annual report, if any, to a shareholder upon
request.
18
See 17 CFR 239.23, .25,.34.
19
Companies are permitted to
household annual reports and proxy or information statements to a single
shareholder holding the same securities in two or more
accounts with the same address without having to comply
with the householding provisions that have been adopted (with respect to annual
reports) or that are being proposed (with respect to proxy and information
statements). This also is true when a shareholder is acting as custodian
for securities: (1) in an account created under a state Uniform Gifts to Minors
Act ("UGMA") or Uniform Transfers to Minors Act ("UTMA") and
the shareholder also holds the same security in his or her own account, with the
same address; or (2) in two or more accounts created under a state UGMA or UTMA.
The Companion Release states similarly that the delivery of a single prospectus
or shareholder report under these circumstances meets the prospectus delivery
requirements of the Securities Act. See Companion Release, supra
note 10, at n.6.
20
Rule 14a-3(a).
21
Rule 14a-3(b) [17 CFR
240.14a-3(b)].
22
In Release 33-7607 (Nov. 11,
1998) [67 FR 67331)], the Commission solicited comment on whether it should
revise the proxy rules to permit the optional direct delivery of proxy materials
to non-objecting beneficial owners by companies.
23
Some companies have chosen to
deliver proxy statements and annual reports in electronic rather than paper
format pursuant to procedures set out in Release Nos. 33-7233 (Oct. 6, 1995) [60
FR 53548] and 33-7288 (May 9, 1996) [61 FR 24644]. Section II.B.2 of this
release discusses householding of electronic documents.
24
Companies also would be able to
household other proxy soliciting material, such as additional or revised proxy
materials mailed after the proxy statement was sent to shareholders.
25
Proposed Rule 14a-3(e)(1)(ii).
26
Proposed Rule
14a-3(e)(1)(ii)(A). Some commenters on the householding proposals adopted in the
Companion Release expressed concern about the ability to discern whether certain
shareholders residing at the same address are members of the same family (e.g.,
a husband and wife with different surnames). The Commission believes that
companies relying on the rule may, in many cases, be able to base their
reasonable belief on information already provided by the shareholder (e.g.,
in an account agreement).
27
Proposed Rule 14a-3(e)(1)(ii)(B)
includes a note stating that the notice should be written in plain English. The
proposed rule refers to Securities Act Rule 421(d)(2) [17 CFR 230.421(d)(2)].
Rule 421(d)(2) states that language must "substantially comply" with
the following principles: (i) short sentences; (ii) definite, concrete, everyday
words; (iii) active voice; (iv) tabular presentation or bullet lists for complex
material, whenever possible; (v) no legal jargon or highly technical terms; and
(vi) no multiple negatives.
28
The proposed notice could not be
sent in the same envelope with other written material, such as an account
statement, dividend check or shareholder report; under proposed Rule
14a-3(e)(1)(ii)(B)(1), it would have to be delivered separately from
other communications and could not be incorporated into other material. In most
cases, it is expected that companies would mail a single notice regarding its
intention to household annual reports as well as proxy and information
statements.

30
Proposed Rule
14a-3(e)(1)(ii)(B)(7). This statement may be more effective in alerting
shareholders if it appears on the envelope.
31
Proposed Rule
14a-3(e)(1)(ii)(B)(3). In addition to providing a reply form or toll-free
telephone number, the notice also may provide supplemental methods of opting out
of householding, such as sending the reply form to a facsimile telephone number
or responding by e-mail. Reply forms to be returned by mail must be
pre-addressed and returnable by business reply mail or by another method in
which the person relying on the rule pays the postage.
32
Proposed Rule
14a-3(e)(1)(ii)(B)(4) and (5).
33
Proposed Rule
14a-3(e)(1)(ii)(C). If the company receives notice that one or more shareholders
objects to householding within the 90-day notice period, but there are two or
more shareholders in the household who do not object, the company would be able
to household to the non-objecting shareholders.
34
Proposed Rule
14a-3(e)(1)(ii)(D).
35
A 60-day notice period also
could interfere with the time frames set forth in the shareholder communications
rules regarding the delivery of proxy materials to beneficial owners. Rule
14a-13 [17 CFR 240.14a-13] requires companies to request the number of sets of
materials needed by intermediaries for delivery to beneficial owners 20 business
days before the company's record date. The number of sets of material needed by
the intermediary will be affected by the number of shareholders receiving
householded documents. The record date frequently is set at a date 60 days
before the meeting date pursuant to state law requirements.
36
See Companion Release, supra
note 10, at n.17 and accompanying text.
37
Id. at n.18.
38
Id. at n.28.
39
In order to satisfy the
written consent requirement, a shareholder would need to consent specifically to
householding of proxy and information statements.
40
Proposed Rule
14a-3(e)(1)(ii)(B)(4).
41
Even if a company solicits
"perpetual" consent to householding, if the company chooses to
household its materials to all of its shareholders, it will have to solicit
consent from new shareholders as they open their accounts or on an annual basis.
42
Proposed Rule
14a-3(e)(1)(iii).
43
None of the commenters on the
Proposing Release stated that householding electronically delivered documents
would save money, or that investors had been requesting this form of delivery.
Several commenters noted the difficulty of permitting electronic delivery of
householded documents. One individual shareholder emphasized the risks involved
in using electronic delivery, especially the ease with which electronic messages
might be deleted by accident and the difficulty of forwarding messages from a
discontinued e-mail account with an Internet provider. Furthermore, the cost of
sending an electronic document or e-mail generally is very low, and therefore,
sending one e-mail to a household rather than multiple e-mails would not result
in significant cost savings.

45
See Rule
14(a)(3)(e)(1)(ii)(D). One of the provisions pertaining to householding by
implied consent requires delivery to a street address. All of the shareholders
in the household would have to provide written consent to both electronic
delivery and householding.
46
See note 23.
47
17 CFR 240.14a-4(f).
48
Proposed Rule
14a-3(e)(1)(i)(E) and proposed Item 22 of Schedule 14A.
49
The proposed proxy disclosure
requirement is not included in the provisions permitting householding of the
annual report adopted today in the Companion Release.
50
Proposed Item 23 of Schedule
14A and proposed Item 5 of Schedule 14C.
51
8 Del. C. Section 222 (1998).
52
Rule 154 does not apply to the
delivery of a prospectus filed as part of a registration statement on Form N-14,
S-4 or F-4, or to the delivery of any other prospectus in connection with a
business combination transaction, exchange offer or reclassification of
securities. See Rule 154(e) (17 CFR 230.154(e)).
53
A signature on a new bank or
broker-dealer account agreement would not satisfy the written consent
requirement if the agreement merely refers to or incorporates by reference
another document, such as the proxy or information statement, and does not
describe the householding procedures.
54
Intermediaries generally use
voting instruction forms rather than the proxy card to facilitate automated
processing of the beneficial owners' voting instructions regarding non-routine
matters. The voting instruction forms contain the same information as the proxy
card with respect to the items presented for shareholder vote. Once the
intermediary tabulates the results from the voting instruction forms, it
executes the proxy card in its own name and returns it to the company or the
company's designated agent.
55
Rules 14b-1(c)(2) and
14b-2(c)(2) [17 CFR 240.14b-1(c)(2) and 240.14b-2(c)(2)].
56
Release 34-38058 (Dec. 18,
1996) [61 FR 68082].
57
Release 34-38406 (Mar. 14,
1997)[62 FR 13922].
58
Release 34-42086 (Nov. 1,
1999).
59
The intermediary is entitled
to collect $.50 for each set of proxy materials eliminated.
60
Proposed Rules 14b-1(c)(3) and 14b-2(c)(4).
61
17 CFR 240.14a-2(a)(1).
62
Proposed Rule 14a-2(a)(1)(ii).
63
See the Note to proposed Rule 14a-3(e)(1).
64
Proposed Rules 14a-7(a)(2)(i) and (ii).
65
See Release No.
34-34596 (Aug. 25, 1994) [59 FR 45050], Order Approving Proposed Rule Changes by
the New York Stock Exchange; Release No. 34-34294 (July 1, 1994) [59 FR 35152],
Order Approving Proposed Rule Changes by the American Stock Exchange; and
Release No. 34-35681 (May 5, 1995) [60 FR 25749], Order Approving Proposed Rule
Changes by the NASD. The SRO rules require the beneficial owner to notify the
member organization in writing of the name of the investment adviser and specify
that the investment adviser has been designated to receive the proxy and related
materials and vote the proxy. In an Information Memo to its member
organizations, the NYSE stated that the member organizations may wish to provide
consolidated proxies and related materials to investment advisers designated by
beneficial owners to exercise voting discretion.
67U.S.C. 77b(b).
68
15 U.S.C. 78c(f), 78w(a).
69
Pub. L. No. 104-121, Title II,
110 Stat. 857 (1996).
70
44 U.S.C. 3501-3520.
71
Release 33-7475 (Nov. 13,
1997) [62 FR 61933].
72
Proposed Item 23 of Schedule
14A and proposed Item 5 of Schedule 14C.
73
15 U.S.C. 77s(a).
74
15 U.S.C. 78l, 78n and 78w(a).
75
17 CFR 240.0-10.