[Federal Register: January 29, 2007 (Volume 72, Number 18)]
[Proposed Rules]
[Page 4175-4188]
[DOCID:fr29ja07-15]

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Part IV

Securities and Exchange Commission

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17 CFR Part 240

Universal Internet Availability of Proxy Materials; Proposed Rule

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SECURITIES AND EXCHANGE COMMISSION

17 CFR Part 240

[Release Nos. 34-55147; IC-27672; File No. S7-03-07]
RIN 3235-AJ79

Universal Internet Availability of Proxy Materials

AGENCY: Securities and Exchange Commission.

ACTION: Proposed rule.

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SUMMARY: We are proposing amendments to the proxy rules under the
Securities Exchange Act of 1934 that would require issuers and other
soliciting persons to furnish proxy materials to shareholders by
posting them on an Internet Web site and providing shareholders with
notice of the availability of the proxy materials. In a separate
release, we concurrently are adopting rules that allow issuers and
other soliciting persons to voluntarily furnish proxy materials to
shareholders in this manner. The proposed amendments are intended to
provide all shareholders with the ability to choose the means by which
they receive proxy materials, to expand use of the Internet to
ultimately lower the costs of proxy solicitations, and to improve
shareholder communications.

DATES: Comments should be received on or before March 30, 2007.

ADDRESSES: Comments may be submitted by any of the following methods:

Electronic Comments

     Use the Commission's Internet comment form http://www.sec.gov/rules/proposed.shtml.
; or     Send an e-mail to<EMAIL_ADDRESS>Please include

File Number S7-03-07 on the subject line; or
     Use the Federal eRulemaking Portal http://www.regulations.gov.
 Follow the instructions for submitting comments.

Paper Comments

     Send paper comments in triplicate to Nancy M. Morris,
Secretary, Securities and Exchange Commission, 100 F Street, NE.,
Washington, DC 20549-1090.

All submissions should refer to File Number S7-03-07. To help us
process and review your comments more efficiently, please use only one
method. The Commission will post all comments on its Internet Web site
http://www.sec.gov/rules/proposed.shtml. Comments also are available

for public inspection and copying in the Commission's Public Reference
Room, 100 F Street, NE., Washington, DC 20549. All comments received
will be posted without change; we do not edit personal identifying
information from submissions. You should submit only information that
you wish to make publicly available.

FOR FURTHER INFORMATION CONTACT: Raymond A. Be, Special Counsel, Office
of Rulemaking, Division of Corporation Finance, at<PHONE_NUMBER>,
Securities and Exchange Commission, 100 F Street, NE., Washington, DC
20549-3628.

SUPPLEMENTARY INFORMATION: The Commission is proposing amendments to
Rules 14a-7,\1\ 14a-16,\2\ 14b-1,\3\ 14b-2,\4\ 14c-2,\5\ and 14c-3 \6\
under the Securities Exchange Act of 1934.\7\
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    \1\ 17 CFR 240.14a-7.
    \2\ 17 CFR 240.14a-16.
    \3\ 17 CFR 240.14b-1.
    \4\ 17 CFR 240.14b-2.
    \5\ 17 CFR 240.14c-2.
    \6\ 17 CFR 240.14c-3.
    \7\ 15 U.S.C. 78a et seq.
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Table of Contents

I. Introduction
II. Description of the Proposed Amendments
    A. Universal Internet Availability Model for Issuers
    B. Implications of the Universal Internet Availability Model for
Intermediaries
    C. Universal Internet Availability Model for Soliciting Persons
Other Than the Issuer
    D. Option To Send Full Set of Proxy Materials With Notice Under
the Universal Internet Availability Model
III. Compliance Dates
IV. General Request for Comment
V. Paperwork Reduction Act
VI. Cost-Benefit Analysis
    A. Background
    B. Summary of Proposals
    C. Benefits
    D. Costs
    E. Request for Comments
VII. Consideration of Burden on Competition and Promotion of
Efficiency, Competition and Capital Formation
VIII. Initial Regulatory Flexibility Analysis
    A. Reasons for the Proposed Action
    B. Objectives
    C. Legal Basis
    D. Small Entities Subject to the Proposed Rules
    E. Reporting, Recordkeeping and Other Compliance Requirements
    F. Duplicative, Overlapping or Conflicting Federal Rules
    G. Significant Alternatives
    H. Solicitation of Comment
IX. Small Business Regulatory Enforcement Fairness Act
X. Statutory Basis and Text of Proposed Amendments

I. Introduction

    Currently, issuers decide whether to provide shareholders with the
choice to receive proxy materials by electronic means. We are proposing
amendments to the proxy rules that would require issuers and other
soliciting persons to furnish proxy materials to shareholders by
posting them on an Internet Web site and providing shareholders with
notice of the availability of the proxy materials.\8\ The proposal, if
adopted, would provide all shareholders with the ability to choose
whether to receive proxy materials in paper, by e-mail or via the
Internet. We believe that universal Internet availability of proxy
materials has the potential to enhance significantly the ability of
investors to make informed voting decisions regarding the securities
that they hold. In a companion release, we are adopting an Internet
availability model that issuers and other soliciting persons may follow
on a voluntary basis.\9\ We are considering making the universal
Internet availability amendments effective for large accelerated
filers, not including registered investment companies, on January 1,
2008,\10\ and for all other issuers, including registered investment
companies, on January 1, 2009.
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    \8\ For purposes of this release, the term ``proxy
materials''includes proxy statements on Schedule 14A [17 CFR
240.14a-101], proxy cards, information statements on Schedule 14C
[17 CFR 240.14c-101], annual reports to security holders required by
Rules 14a-3 [17 CFR 240.14a-3] and 14c-3 [17 CFR 240.14c-3] of the
Exchange Act, notices of shareholder meetings, additional soliciting
materials, and any amendments to such materials. For purposes of
this release, the term does not include materials filed under Rule
14a-12 [17 CFR 240.14a-12].
    \9\ Release No. 34-55146 (Jan. 22, 2007).
    \10\ A large accelerated filer, as defined in Exchange Act Rule
12b-2 [17 CFR 240.12b-2], is an issuer that, as of the end of its
fiscal year, has an aggregate worldwide market value of the voting
and non-voting common equity held by its non-affiliates of $700
million or more, as measured on the last business day of the
issuer's most recently completed second fiscal quarter; has been
subject to the requirements of Section 13(a) or 15(d) of the
Exchange Act for a period of at least twelve calendar months; has
filed at least one annual report pursuant to Section 13(a) or 15(d)
of the Exchange Act; and is not eligible to use Forms 10-KSB and 10-
QSB for its annual and quarterly reports.
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II. Description of Proposed Amendments

    Under the proposal, an issuer that is required to furnish proxy
materials to shareholders under the Commission's proxy rules would have
to satisfy this requirement by posting its proxy materials on a
specified, publicly-accessible Internet Web site (other than the
Commission's EDGAR Web site) and providing record holders with a notice

informing them that the materials are available and explaining how to
access those materials. Issuers and intermediaries also would be
required to follow the universal Internet availability model \11\ to
furnish proxy materials to beneficial owners. Shareholders and other
persons conducting their own proxy solicitations also would be required
to follow the universal Internet availability model. Shareholders would
retain the ability to request paper or e-mail copies for a particular
meeting or to make a permanent request for proxy materials relating to
all shareholder meetings.\12\ By requiring universal Internet
availability of proxy materials, the proposed amendments are designed
to enhance the ability of investors to make informed voting decisions
and to expand use of the Internet to ultimately lower the costs of
proxy solicitations.
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    \11\ In this release, we are referring to the proposal as the
``universal Internet availability'' model. This model is
substantially similar to the ``notice and access'' model for
electronically furnishing proxy materials referred to in Release No.
34-55146 that issuers and other soliciting persons may follow on a
voluntary basis.
    \12\ A shareholder may revoke a permanent election to receive
paper or e-mail copies at any time.
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A. Universal Internet Availability Model for Issuers

    Under the proposal, an issuer would be required to comply with the
following requirements, which are substantially similar to the
requirements that we are adopting under the voluntary model.\13\ First,
the issuer would have to send a Notice of Internet Availability of
Proxy Materials (``Notice'') to shareholders at least 40 calendar days
before the shareholder meeting date, or if no meeting is to be held, at
least 40 calendar days before the date that votes, consents, or
authorizations may be used to effect a corporate action, indicating
that the issuer's proxy materials are available on a specified Internet
Web site and explaining how to access those proxy materials.
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    \13\ See 17 CFR 240.14a-16 [17 CFR 240.14a-16].
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    The Notice would have to contain the same information that is
required under the voluntary model, including the following: \14\
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    \14\ Appropriate changes must be made if the issuer is providing
an information statement pursuant to Regulation 14C or seeking to
effect a corporate action by written consent.
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     A prominent legend in bold-face type that states:

``Important Notice Regarding the Availability of Proxy Materials for
the Shareholder Meeting to Be Held on [insert meeting date].

     This communication presents only an overview of the
more complete proxy materials that are available to you on the
Internet. We encourage you to access and review all of the important
information contained in the proxy materials before voting.
     The [proxy statement] [information statement] [annual
report to security holders] [is/are] available at [Insert Web site
address].
     If you want to receive a paper or e-mail copy of these
documents, you must request one. There is no charge to you for
requesting a copy. Please make your request for a copy as instructed
below on or before [Insert a date] to facilitate timely delivery.''

     The date, time, and location of the meeting or, if
corporate action is to be taken by written consent, the earliest date
on which the corporate action may be effected;
     A clear and impartial identification of each separate
matter intended to be acted on and the issuer's recommendations
regarding those matters, but no supporting statements;
     A list of the materials being made available at the
specified Web site;
     (1) A toll-free telephone number; (2) an e-mail address;
and (3) an Internet Web site address where the shareholder can request
a copy of the proxy materials, for all meetings and for the particular
meeting to which the Notice relates;
     Any control/identification numbers that the shareholder
needs to access his or her proxy card;
     Instructions on how to access the proxy card, provided
that such instructions do not enable a shareholder to execute a proxy
without having access to the proxy statement and annual report; and
     Information about attending the shareholder meeting and
voting in person.
    The Notice would have to be written in plain English. The Notice
may contain only the information specified by the rules and any other
information required by state law, if the issuer chooses to combine the
Notice with any shareholder meeting notice that State law may require.
However, the Notice may contain a protective warning to shareholders,
advising them that no personal information other than the
identification or control number is necessary to execute a proxy. The
issuer would have to file its Notice with the Commission pursuant to
Rule 14a-6(b) \15\ no later than the date that it first sends the
Notice to shareholders.
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    \15\ 17 CFR 240.14a-6(b).
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    An issuer would have to make all proxy materials identified in the
Notice publicly accessible, free of charge, at the Web site address
specified in the Notice on or before the date that the Notice is sent
to the shareholder. The specified Web site may not be the Commission's
EDGAR system. The issuer also would have to post any subsequent
additional soliciting materials on the Web site no later than the date
on which such materials are first sent to shareholders or made public.
The materials would have to be presented on the Web site in a format,
or formats, convenient for both reading online and printing on
paper.\16\
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    \16\ See Section II.A.3 of Release 34-55146.
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    The proxy materials would have to remain available on that Web site
through the conclusion of the shareholder meeting. An issuer also would
have to provide shareholders with a method to execute proxies as of the
time the Notice is first sent to shareholders. It may do so through a
variety of methods, including providing an electronic voting platform
or a toll-free telephone number for voting.\17\
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    \17\ As noted above, such a telephone number may appear on the
Web site, but not on the Notice.
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    An issuer would be required to provide copies at no charge to
requesting shareholders. It also would have to allow shareholders to
make a permanent election to receive paper or e-mail copies of proxy
materials distributed in connection with future proxy solicitations of
the issuer. Further, the issuer would have to provide a toll-free
telephone number, e-mail address, and Internet Web site address as a
means by which a shareholder could request a copy of the proxy
materials for the particular shareholder meeting referenced in the
Notice or make a permanent election to receive copies of the proxy
materials on a continuing basis with respect to all meetings. The
issuer also may include a pre-addressed, postage-paid reply card with
the Notice that shareholders could use to request a copy of the proxy
materials.
    An issuer would not be permitted to send a proxy card to a
shareholder until 10 calendar days or more after the date it sent the
Notice to the shareholder, unless the proxy card is accompanied or
preceded by a copy of the proxy statement and any annual report to
security holders sent via the same medium. Issuers would be able to
household the Notice and other proxy materials pursuant to Rule 14a-
3(e).\18\ An issuer would have to maintain the Internet Web site on
which it posts its proxy materials in a manner that does not infringe
on the anonymity of a person accessing that Web site.\19\ An issuer
also could not use any e-mail address provided by a

shareholder solely to request a copy of proxy materials for any purpose
other than to send a copy of those materials to that shareholder. The
issuer also may not disclose a shareholder's e-mail address to any
person other than the issuer's employee or agent to the extent
necessary to send a copy of the proxy materials to a requesting
shareholder. An issuer could not use the universal Internet
availability model in the context of a business combination
transaction.
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    \18\ 17 CFR 240.14a-3(e).
    \19\ See Section II.A.1.b.iii of Release No. 34-55146.
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Request for Comment
     What advantages would universal Internet availability of
proxy materials have for investors, issuers and other soliciting
persons? What disadvantages could the proposal have? How could any
potential disadvantages be mitigated?
     Should we require issuers to follow the universal Internet
availability model as proposed? If not, why not? Would requiring
issuers to follow the universal Internet availability model impose
significant costs on issuers? If so, what would they be? How could the
proposal be modified to mitigate these costs? Would requiring issuers
to follow the universal Internet availability model positively or
negatively affect shareholder voting participation rates?
     Should we exempt certain types of issuers from the
proposed universal Internet availability model? For example, should we
exempt small business issuers? Should we require mutual funds, closed-
end funds, business development companies and other investment
companies to follow the model? Should the model be equally applicable
to all types of shareholders and/or all types of solicitations except
those relating to business combination transactions?
     Under the voluntary model, an issuer may choose not to
rely on the universal Internet availability model if it conflicts with
state law. We are not aware of any state law conflicts. Are there any
state laws that would conflict with the universal Internet availability
model?
     Should we modify any aspects of the universal Internet
availability model? If so, how should the model be modified and why?
Should there be any changes to the timeframes for sending the Notice,
the contents of the Notice or the types of materials that can be sent
with the Notice? Should any revisions be made to the Web site posting
requirements or the requirements to send copies upon request?
     Some proxy solicitations are not subject to the
requirements of Section 14(a) of the Exchange Act, such as proxy
solicitations with respect to foreign private issuers. However, we
understand that proxy solicitations relating to foreign private issuers
generally are processed and distributed in accordance with the same
procedures set forth in our proxy rules because intermediaries and
their agents are not able to apply cost-effectively different
procedures to exempt proxy solicitations. Would a universal Internet
availability model create a burden on those issuers who are not subject
to Section 14(a)? If so, how can those burdens best be addressed?

B. Implications of the Universal Internet Availability Model for
Intermediaries

    With respect to beneficial owners, the issuer or other soliciting
person would have to provide each intermediary with the information
necessary to prepare the intermediary's Notice in sufficient time for
the intermediary to prepare and send its Notice to beneficial owners at
least 40 calendar days before the shareholder meeting date.\20\ The
intermediary's Notice would contain generally the same types of
information as an issuer's Notice, but would be tailored specifically
for beneficial owners.\21\ Intermediaries would be required to prepare
and send this tailored Notice to beneficial owners. The intermediaries
also would be required to forward paper or e-mail copies to beneficial
owners upon request. Finally, intermediaries would have to post their
requests for voting instructions on an Internet Web site, permit
shareholders to make a permanent election to receive paper or e-mail
copies of the proxy materials, keep records of those elections, and
deliver copies of the proxy materials according to those elections.
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    \20\ A soliciting person other than the issuer must provide
intermediaries with such information in sufficient time for the
intermediaries to prepare and send the intermediary's Notice by the
later of: (1) 40 calendar days prior to the security holder meeting
date or, if no meeting is to be held, 40 calendar days prior to the
date the votes, consents, or authorizations may be used to effect
the corporate action; or (2) 10 calendar days after the date that
the registrant first sends its proxy statement or Notice of Internet
Availability of Proxy Materials to security holders. See Rule 14a-
16(l)(2) [17 CFR 240.14a-16(l)(2)].
    \21\ For a more complete discussion of the content of the
intermediary's Notice, see Section II.B.2 of Release No. 34-55146.
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Request for Comment
     Should we make any modifications to the universal Internet
availability model as it would apply to intermediaries if we adopt this
proposal? If so, how should the model be modified and why? Should there
be any changes to the timeframes for sending the intermediary's Notice,
the contents of the intermediary's Notice or the types of materials
that could be sent with the Notice? Should any revisions be made to the
Web site posting requirements or the requirements to send copies upon
request?

C. Universal Internet Availability Model for Soliciting Persons Other
Than the Issuer

    A soliciting person other than the issuer also would be required to
follow the universal Internet availability model. Consistent with the
existing proxy rules and the voluntary model, the proposed rules treat
such soliciting persons differently from the issuer in certain
respects.
    First, a soliciting person is not required to solicit every
shareholder. It may select the specific shareholders from whom it
wishes to solicit proxies. Under the proposed universal Internet
availability model, a soliciting person other than the issuer would be
able to choose to send Notices only to those shareholders who have not
previously requested paper copies.\22\
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    \22\ Under Rule 14a-7 [17 CFR 240.14a-7], an issuer is required
to either mail the Notice on behalf of the soliciting person, in
which case the soliciting person can request that the issuer send
Notices only to shareholders who have not requested paper copies, or
provide the soliciting person with a shareholder list, indicating
which shareholders have requested paper copies. For a more complete
discussion of the interaction of the model with Rule 14a-7, see
Section II.C.4 of Release No. 34-55146.
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    Second, soliciting persons other than the issuer would be required
to send a Notice to shareholders by the later of:
     40 calendar days prior to the shareholder meeting date or,
if no meeting is to be held, 40 calendar days prior to the date that
votes, consents, or authorizations may be used to effect the corporate
action; or
     10 calendar days after the date that the issuer first
sends its proxy materials to shareholders.
    Finally, if at the time the Notice is sent, a soliciting person
other than the issuer is not aware of all matters on the shareholder
meeting agenda, the Notice would have to provide a clear and impartial
identification of each separate matter to be acted upon at the meeting,
to the extent known by the soliciting person. The soliciting person's
Notice also would have to include a clear statement that there may be
additional agenda items that the soliciting person is unaware of, and
that the shareholder cannot direct a vote for those items on the
soliciting person's proxy card provided at that time. If a soliciting
person other than the issuer sends a proxy card that does not reference
all matters that shareholders will act upon at the meeting, the Notice
would have

to clearly state whether execution of the proxy card would invalidate a
shareholder's prior vote using the issuer's card on matters not
presented on the soliciting person's proxy card.
Request for Comment
     Should we require soliciting persons other than the issuer
to follow the universal Internet availability model? If not, why not?
Would the universal Internet availability model impose significant
costs on soliciting persons other than the issuer? If so, what would
they be and how could they be mitigated?
     Rule 14a-2(a)(6) \23\ permits a soliciting person to
solicit proxies without otherwise complying with Rules 14a-3 through
14a-15 \24\ by placing a newspaper advertisement which does no more
than inform shareholders of (1) a source from which they may obtain
copies of a proxy statement, proxy card and other soliciting materials,
(2) the name of the issuer, (3) the reason for the advertisement, and
(4) the proposals to be acted upon by shareholders. Should the
universal Internet availability model apply to such solicitations? If
so, how should it apply? In light of the amendments, should we keep
such a model available to soliciting persons?
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    \23\ 17 CFR 240.14a-2(a)(6).
    \24\ 17 CFR 240.14a-3 through 240.14a-15.
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     Should we make any revisions to Rule 14a-7 to accommodate
the universal Internet availability model?
     If we adopt the universal Internet availability model,
should we modify any aspects of the model as it relates to soliciting
persons other than the issuer? If so, how should the proposed model be
modified and why? Should there be any changes to the timeframes for
sending the Notice, the contents of the Notice or the types of
materials that can be sent with it? Should any revisions be made to the
Web site posting requirements or the requirements to send copies upon
request?

D. Option To Send Full Set of Proxy Materials With Notice Under the
Universal Internet Availability Model

    Under the voluntary model that we are adopting, issuers or other
soliciting persons are obligated to provide a paper or e-mail copy of
the proxy materials upon request to a shareholder to whom they have
provided a Notice. Issuers and other soliciting persons are not allowed
to send the Notice with any document other than a notice of shareholder
meeting required under state law and a pre-printed, postage-paid reply
card for a shareholder to request a copy of the proxy materials.
    Under the proposed universal Internet availability model, a full
set of proxy materials, including a proxy statement, annual report (if
required), and proxy card or request for voting instructions could
accompany the Notice that is sent to shareholders and beneficial
owners.\25\ This would allow an issuer or other soliciting person that
wants to furnish paper copies of the proxy materials to some or all of
its shareholders in the first instance to do so in one delivery with
the Notice. This is different from the voluntary notice and access
model because presumably an issuer or soliciting person would not
choose to rely on the model if it intended to furnish paper copies of
the proxy materials to all of the shareholders it was soliciting. As
this proposal would require an issuer to follow the universal Internet
availability model, it is necessary to expressly provide a means for
issuers that also wish to send paper copies of the proxy materials
along with the Notice as part of the same delivery package to
shareholders to do so under the model.
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    \25\ The requirement in Exchange Act Rules 14a-3(b) and 14c-3(a)
to furnish annual reports to security holders does not apply to
registered investment companies [17 CFR 240.14a-3(b) and 240.14c-
3(a)]. A soliciting person other than the issuer also is not subject
to this requirement.
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    The proposal would not permit an issuer or other soliciting person
to initially send the Notice with other proxy materials, unless it is
accompanied by a full set of proxy materials.\26\ For example, an
issuer or other soliciting person would not be permitted to send
initially only the Notice and a proxy card to shareholders.\27\
Instead, it would have to send a full set of proxy materials with the
Notice, or send only the Notice. An issuer or other soliciting person
choosing to deliver a full set of proxy materials with the Notice would
be permitted to revise its Notice to delete any reference to a
shareholder's right to request copies of the materials because all
required proxy materials already would have been sent to shareholders.
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    \26\ A ``full set'' of proxy materials would contain (1) a proxy
statement or information statement, (2) an annual report if one is
required by Rule 14a-3(b) or Rule 14c-3(a), and (3) a proxy card or,
in the case of a beneficial owner, a request for voting
instructions, if proxies are being solicited.
    \27\ However, it may send the Notice and proxy card together 10
calendar days or more after it initially sends the Notice. See Rule
14a-16(h) [17 CFR 240.14a-16(h)].
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    If an issuer or other soliciting person sends a full set of the
proxy materials with the Notice, it need not comply with the deadlines
in Rule 14a-16 for sending the Notice. Thus, if an issuer is unable or
unwilling to meet the 40-day deadline, it still may begin its
solicitation after that deadline provided that it accompanies its
Notice with a full set of the proxy materials. Similarly, a soliciting
person other than the issuer that fails to send its Notice by the later
of 40 calendar days before the meeting date or 10 calendar days after
the issuer first sends it proxy materials could begin its solicitation
after that deadline if it accompanies its Notice with a full set of
proxy materials.
    We also propose to permit a registered investment company to send
its prospectus and/or report to shareholders together with the Notice,
with or without the proxy statement and form of proxy. While the proxy
rules do not require registered investment companies to furnish annual
reports to security holders with their proxy materials, under the
Investment Company Act of 1940, registered investment companies are
required to transmit a report to shareholders at least semi-
annually.\28\ In addition, many mutual funds send their prospectuses to
their existing shareholders annually in order to meet prospectus
delivery obligations with respect to additional share purchases.
Without our proposal for registered investment companies, they would be
required to deliver both their prospectuses and shareholder reports
separately from the Notice, which could result in increased costs to
fund shareholders.
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    \28\ 15 U.S.C. 80a-29(e).
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Request for Comment
     Should issuers and other soliciting persons be allowed to
accompany the Notice with a full set of proxy materials?
     Is there potential for confusion if issuers and other
soliciting persons choose to deliver to shareholders a full set of
proxy materials in paper, but also send a Notice to them? If an issuer
chooses to send a full set of the proxy materials with the Notice to a
shareholder under this option, should the rules permit the issuer to
incorporate the information required in the Notice into the proxy
statement or some other document, rather than prepare a separate
Notice?
     Should issuers, soliciting persons and intermediaries be
permitted to remove the right to request copies if a full set of the
proxy materials is included with the Notice, as proposed?
     Should registered investment companies be permitted to
accompany the Notice with a prospectus and/or report to shareholders?
If so, should they be permitted to do this without also including a
proxy statement and

form of proxy? Is there any other category of issuer for which a
similar accommodation would be appropriate?
     The proposed deadlines for sending the Notice are intended
to provide shareholders with sufficient time to request copies. If an
issuer or other soliciting person is unable to meet the deadlines under
the universal Internet availability model, should either be permitted
to begin its solicitation after those deadlines have passed if a full
set of proxy materials accompanied the Notice, as proposed?
     If an issuer or other soliciting person elected to send a
full set of proxy materials with the Notice, should it be permitted to
include additional soliciting materials with the Notice as well?
     Are there any complications that might arise with respect
to intermediaries by providing issuers and other soliciting persons the
option to provide a full set of proxy materials? If so, how could these
complications be addressed?

III. Compliance Dates

    Issuers and other soliciting persons may begin complying with the
voluntary model on July 1, 2007. We are soliciting comment on
compliance dates for the universal Internet availability model. If
adopted, we are considering making the universal Internet availability
model effective for large accelerated filers, not including registered
investment companies, on January 1, 2008, and for all other issuers,
including registered investment companies, on January 1, 2009. Such a
tiered compliance regime may lessen any burden imposed by requiring
smaller companies to follow the model.
    In determining an appropriate compliance date for the universal
Internet availability model, we are considering the extent to which we
will be able to study the implementation of the voluntary model before
adopting the universal Internet availability model. The industry's
experience with these models will provide information on whether the
rules are achieving their intended purposes. We welcome information
from issuers and all other parties involved in the proxy distribution
process. This information would include:
     The ability of issuers to provide shareholders with
qualitatively better disclosure using the additional features available
on the Internet, including XBRL, graphical, comparative and interactive
features;
     The extent to which issuers and other soliciting persons
avail themselves of opportunities to exploit other linked data and
resources, and make these available to shareholders in ways that are
not possible with printed material;
     The impact on shareholder understanding of complex
material;
     The effect of the model on proxy voting;
     The impact on costs of proxy solicitation;
     Shareholder voting data before and after adoption,
including data on shareholder voting participation rates;
     The number of paper copies of proxy materials requested by
shareholders;
     Any problems encountered with implementing the program,
including problems encountered by smaller issuers; and
     Shareholder satisfaction with their choices of ways to
communicate with the company.
Request for Comment
     What compliance dates would be appropriate for the
universal Internet availability model? Should we permit at least one
proxy season under the voluntary model to pass before requiring use of
the universal Internet availability model? What compliance dates would
give us and the market sufficient time to examine the performance of
the voluntary model if we decide to convert to the universal Internet
availability model after January 1, 2008?
     Should we adopt a tiered system of compliance dates for
compliance with the universal Internet availability model, as we are
considering doing? For example, should we require that some class of
issuer, such as large accelerated filers, comply with the universal
Internet availability model initially, and that other filers comply at
a later date? If so, what should those dates be and which category of
filers should go first?
     If we were to adopt a tiered system of compliance dates,
how many tiers should there be? What would be the appropriate classes
(e.g., large accelerated filers, accelerated filers, or small business
issuers) for each tier? Should we divide issuers differently?
     What compliance dates would be appropriate for mutual
funds, closed-end funds, business development companies, and other
investment companies?
     Should there be a different compliance date for soliciting
persons other than issuers? If so, why and what compliance dates would
be appropriate?

IV. General Request for Comment

    We request and encourage any interested person to submit comments
regarding:
    (1) The proposed changes that are the subject of this release,
    (2) Additional or different changes, or
    (3) Other matters that may have an effect on the proposals
contained in this release.

With regard to any comments, we note that such comments are of greatest
assistance to our rulemaking initiative if accompanied by supporting
data and analysis of the issues addressed in those comments.

V. Paperwork Reduction Act

    Certain provisions of the amendments contain ``collection of
information'' requirements within the meaning of the Paperwork
Reduction Act of 1995 (``PRA''), including preparation of Notices,
maintaining Web sites, maintaining records of shareholder preferences,
and responding to requests for copies. The titles for the collections
of information are: \29\
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    \29\ In connection with the proposing release for the voluntary
model, we described the proposed Notice of Internet Availability of
Proxy Materials as a new collection of information, rather than a
part of our existing collections of information related to
Regulations 14A and 14C. However, we subsequently submitted to OMB a
PRA analysis based on revisions to the Regulation 14A and Regulation
14C collections. Although we did not revise our burden estimates
associated with the Notice, the collection of information approved
by OMB related to revisions to existing collections of information
(Regulations 14A and 14C) and therefore we refer to those
collections of information in this PRA discussion.
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    Regulation 14A (OMB Control No. 3235-0059)
    Regulation 14C (OMB Control No. 3235-0057)
    We requested public comment on these collections of information in
the release proposing the notice and access model as a voluntary model
for disseminating proxy materials,\30\ and submitted them to the Office
of Management and Budget (``OMB'') for review in accordance with the
PRA. We received approval for the collection of information. We are
submitting a revised PRA analysis to OMB in conjunction with the
release adopting the notice and access model as a voluntary model. In
that release, we assumed conservatively that all issuers and other
persons soliciting proxies would follow the voluntary model because the
proportion of issuers and other soliciting persons that would elect to
follow the model was uncertain.
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    \30\ Release No. 34-52926 (Dec. 8, 2005) [70 FR 74597].
---------------------------------------------------------------------------

    The proposed rules would require all issuers and other soliciting
persons to follow the model. Therefore, our preliminary estimate is
that the rule amendments that we are proposing in this release will not
impose any new recordkeeping or information collection requirements
beyond those described in

the release adopting the voluntary model, or necessitate revising the
burden estimates for any existing collections of information requiring
OMB's approval. Further, our preliminary estimate is that the one
significant modification to the notice and access model we are
proposing for the universal Internet availability model, the option to
provide a full set of proxy materials with the Notice, does not require
us to modify our burden estimates for the Regulation 14A and 14C
collections of information. We solicit comment on the accuracy of our
estimate that no additional recordkeeping or information collection
requirements or changes to existing collection requirements would
result from the proposed amendments.

VI. Cost-Benefit Analysis

A. Background

    We are proposing revisions to the proxy rules under the Exchange
Act to require issuers and other soliciting persons to follow the
universal Internet availability model for furnishing proxy materials.
The proposed amendments are intended to provide all shareholders with
the ability to choose the means by which they receive proxy materials,
to expand use of the Internet to ultimately lower the costs of proxy
solicitations, and to improve shareholder communications.

B. Summary of Proposals

    The proposals would provide a universal Internet availability model
that would require issuers and other soliciting persons to furnish
proxy materials by posting them on a specified, publicly-accessible
Internet Web site (other than the Commission's EDGAR Web site) and
providing shareholders with a notice informing them that the materials
are available and explaining how to access them. Under this model,
shareholders may request copies of the proxy materials from the issuer.
Shareholders receiving a Notice from a soliciting person other than the
issuer may also request copies from that person. However, neither an
issuer nor a soliciting person other than the issuer would have to
provide copies on request if it chooses to send a full set of proxy
materials, including the proxy statement, annual report (if required)
and proxy card, with the Notice. The proposals also would require
intermediaries to follow similar procedures to provide beneficial
owners with access to the proxy materials.

C. Benefits

    Currently, issuers decide whether to provide shareholders with the
choice to receive proxy materials by electronic means. The proposed
amendments are intended to provide all shareholders with the ability to
choose the means by which they receive proxy materials, to expand use
of the Internet to lower the costs of proxy solicitations, and to
improve shareholder communications. The proposed amendments, if
adopted, would provide all shareholders with the ability to choose
whether to receive proxy materials in paper, by e-mail or via the
Internet. As technology continues to progress, accessing the proxy
materials on the Internet should increase the utility of our disclosure
requirements to shareholders. Information in electronic documents is
often more easily searchable than paper documents. Users are better
able to go directly to any section of the document that they believe to
be the most important. They also permit users to more easily manipulate
data and enter data into analytical tools such as spreadsheet programs.
Such tools enable users to compare relevant data about several
companies more easily.
    In addition, encouraging shareholders to use the Internet in the
context of proxy solicitations may encourage improved shareholder
communications in other ways. Electronic innovations such as Internet
chat rooms and bulletin boards may enhance shareholders' ability to
communicate not only with management, but with each other. Such direct
access may improve shareholder relations to the extent shareholders
feel that they have enhanced access to management. Centralizing an
issuer's disclosure on a Web site may facilitate shareholder access to
other important information, such as research reports and news
concerning the issuer. We believe that migrating proxy disclosure to
the Internet and uniform use of the Internet for that purpose could
ultimately lower the cost of soliciting proxies for all issuers.
    In terms of paper processing alone, the benefits of the rule
amendments are limited by the volume of paper processing that would
occur otherwise. As we note in the companion adopting release,
Automatic Data Processing, Inc. (ADP) handles the vast majority of
proxy mailings to beneficial owners.\31\ ADP publishes statistics that
provide useful background for evaluating the likely consequences of the
rule amendments. ADP estimates that, during the 2006 proxy season,\32\
over 69.7 million proxy material mailings were eliminated through a
variety of means, including householding and existing electronic
delivery methods. During that season, ADP mailed 85.3 million paper
proxy items to beneficial owners. ADP estimates that the average cost
of printing and mailing a paper copy of a set of proxy materials during
the 2006 proxy season was $5.64. We estimate that issuers and other
soliciting persons spent, in the aggregate, $481.2 million in postage
and printing fees alone to distribute paper proxy materials to
beneficial owners.\33\ Approximately 50% of all proxy pieces mailed by
ADP in 2005 were mailed during the proxy season.\34\ Therefore, we
estimate that issuers and other persons soliciting proxies from
beneficial owners spent approximately $962.4 million in 2006 in
printing and mailing costs.\35\
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    \31\ We expect savings per mailing to record holders to roughly
correspond to savings per mailing to beneficial owners.
    \32\ According to ADP data, the 2006 proxy season extended from
February 15, 2006 to May 1, 2006.
    \33\ 85.3 million mailings x $5.64/mailing = $481.2 million.
    \34\ According to ADP, in 2005, 90,013,175 of 179,833,774, or
50%, of proxy pieces were mailed during the 2005 proxy season.
    \35\ $481.2 million/50% = $962.4 million. *COM019*
---------------------------------------------------------------------------

    In the companion adopting release, we based our estimates on an
assumption that issuers representing between 10% and 50% of proxy
mailings would follow the notice and access model. Under our proposed
universal Internet availability model, we estimate that the paper-
related savings would be similar for firms that choose to mail full
sets of proxy materials only to those investors who request them.
Issuers that choose to mail full sets of proxy materials with the
Notice would not realize any paper-related savings. Based on the
assumption that 19% of shareholders would choose to have paper copies
sent to them when an issuer relies on the notice and access model, we
estimate that the proposal could produce annual paper-related savings
ranging from $48.3 million (if issuers who are responsible for 10% of
all proxy mailings choose to mail proxy materials only to those who
request them) to $241.4 million (if issuers who are responsible for 50%
of all proxy mailings choose to mail proxy materials only to those who
request them).\36\ This

estimate excludes the effect of the provision of the amendments that
would allow shareholders to make a permanent request for paper copies.
That provision would enable issuers and other soliciting persons to
take advantage of bulk printing and mailing rates for those requesting
shareholders, and therefore should reduce the on-demand costs reflected
in these calculations.
---------------------------------------------------------------------------

    \36\ This range of potential cost savings depends on data on
proxy material production, home printing costs, and first-class
postage rates provided by Lexecon and ADP, and supplemented with
modest 2006 USPS postage rate discounts. The fixed costs of notice
and proxy material production are estimated to be $2.36 per
shareholder. The variable costs of fulfilling a paper requests,
including handling, paper, printing and postage, are estimated to be
$6.11 per copy requested. Assumptions about percentages of
shareholders requesting paper copies are derived from Forrester
survey data furnished by ADP and adjusted for the reported
likelihood that an investor will take extra steps to get proxy
materials. Our estimate of the total number of shareholders is based
on data provided by ADP and SIA. According to SIA's comment letter,
78.49% of shareholders held their shares in street name. We estimate
that the total number of proxy pieces mailed equals the number of
pieces mailed to beneficial shareholders by ADP in 2005 divided by
78.49%, which equals 179,833,774 / 78.49%, or 229,116,797.
---------------------------------------------------------------------------

    We estimate that approximately 19% of shareholders would request
paper copies. Commenters on the initial Internet availability proposal
provided alternate estimates. For example, Computershare, a large
transfer agent, estimated that less than 10% of shareholders would
request paper copies.\37\ According to a survey conducted by Forrester
Research for ADP, 12% of shareholders report that they would always
take extra steps to get their proxy materials, and as many as 68% of
shareholders report that they would take extra steps to get their proxy
materials in paper at least some of the time. The same survey also
finds that 82% of shareholders report that they look at their proxy
materials at least some of the time. These survey results suggest that
shareholders may review proxy materials even if they do not vote.
During the 2005 proxy season, only 44% of accounts were voted by
beneficial owners. Put differently, 56%, or 84.8 million accounts, did
not return requests for voting instructions. Our estimate that 19% of
shareholders would request paper copies reflects the diverse estimates
suggested by the available data.
---------------------------------------------------------------------------

    \37\ See letter from Computershare.
---------------------------------------------------------------------------

    Although we expect the savings to be significant, the actual paper-
related benefits would be influenced by several factors that we
estimate would become less important over time. First, to the extent
that some shareholders request paper copies of the proxy materials, the
benefits of the amendments in terms of savings in printing and mailing
costs would be reduced. Issuers are concerned that the cost per paper
copy would be significantly greater if they have to mail copies of
paper proxy materials to shareholders on an on-demand basis, rather
than mailing the paper copies in bulk. Thus, if a significant number of
shareholders request paper, the savings would be substantially reduced.
Second, issuers may face a high degree of uncertainty about the number
of requests that they may get for paper proxy materials and may
maintain unnecessarily large inventories of paper copies as a
precaution. As issuers gain experience with the number of sets of paper
materials that they need to supply to requesting shareholders, and as
shareholders become more comfortable with receiving disclosures via the
Internet, the number of paper copies is likely to decline, as would
issuers' tendency to print many more copies than ultimately are
requested. This would lead to growth in paper-related savings from the
rule amendments over time.
    Additional benefits would accrue from reductions in the costs of
proxy solicitations by persons other than the issuer. Under the
proposal, persons other than the issuer also can rely on the notice and
access model, but would be able to limit the scope of their proxy
solicitations to shareholders who have not requested paper copies of
the proxy materials. We expect that the flexibility afforded to persons
other than the issuer under the proposal ultimately would reduce the
cost of engaging in proxy contests, thereby increasing the
effectiveness and efficiency of proxy contests as a source of
discipline in the corporate governance process.
    The effect of the amendments of lessening the costs associated with
a proxy contest would be limited by the persistence of other costs. One
commenter on the proposed voluntary model noted that a large percentage
of the costs of effecting a proxy contest go to legal, document
preparation, and solicitation fees, while a much smaller percentage of
the costs is associated with printing and distribution of
materials.\38\ However, other commenters suggested that the paper-
related cost savings that can be realized from the rule amendments are
substantial enough to change the way many contests are conducted.\39\
---------------------------------------------------------------------------

    \38\ See letter from ADP.
    \39\ See letters from CALSTRS, Computershare, ISS, and
Swingvote.
---------------------------------------------------------------------------

    Finally, some benefits from the proposal may arise from a reduction
in what may be regarded as the environmental costs of the proxy
solicitation process.\40\ Specifically, proxy solicitation involves the
use of a significant amount of paper and printing ink. Paper production
and distribution can adversely affect the environment, due to the use
of trees, fossil fuels, chemicals such as bleaching agents, printing
ink (which contains toxic metals), and cleanup washes. To the extent
that paper producers internalize these costs and the costs are
reflected in the price of paper and other materials consumed during the
proxy solicitation process, our dollar estimates of the paper-related
benefits reflect the elimination of these adverse environmental
consequences under the proposed amendments.
---------------------------------------------------------------------------

    \40\ See letter from American Forests.
---------------------------------------------------------------------------

D. Costs

    An issuer's compliance with the proposed model, if adopted, would
introduce several new costs into the process of proxy distribution for
issuers that otherwise would choose not to follow the notice and access
model voluntarily and their shareholders, including the following: (1)
The cost of posting proxy materials on an Internet Web site and
providing a means to vote on that Web site; (2) the cost of preparing,
producing, and sending the Notice to shareholders; (3) the cost of
processing shareholders' requests for copies of the proxy materials and
maintaining their permanent election preferences; and (4) the cost to
shareholders of printing proxy materials at home that would otherwise
be printed by issuers.
    Under the proposed rules, issuers and other soliciting persons
would be required to post their materials on an Internet Web site and
provide a means to vote on that Web site. We believe the cost of
obtaining a Web site and posting materials on it would be minimal to
issuers and other soliciting persons. The rules do not require
elaborate Web site design. Posting a document on such a Web site and
providing a means to vote, such as posting a telephone number on that
Web site for voting, is a fairly simple and inexpensive process. We
believe the costs of these requirements would be minimal.
    A soliciting person, including an issuer, would be required to
provide a means to vote on the Internet Web site. Although, as noted
above, posting a telephone number on a Web site would impose minimal
cost, the soliciting person would have to have a means for collecting
those votes. Thus, at a minimum, the soliciting person would have to
provide an automated system for collecting votes, either over the
Internet or by telephone, or have people staffing telephones to receive
the votes. We are soliciting comment on the cost of establishing such
mechanisms for

accepting votes. An issuer would also have to maintain records of
shareholders who have requested paper or e-mail copies for all future
solicitations. In the companion release adopting the voluntary notice
and access model, we estimated that this cost to issuers and
intermediaries would be approximately $9,977,500.\41\
---------------------------------------------------------------------------

    \41\ In that release, we estimated that issuers and
intermediaries would spend a total of 79,820 hours of issuer and
intermediary personnel time maintaining these records. We estimated
the average hourly cost of issuer and intermediary personnel time to
be $125, resulting in a total cost of $9,977,500 for issuer and
intermediary personnel time. See Release No. 34-55146.
---------------------------------------------------------------------------

    Under the proposed rules, intermediaries would be required to
follow similar requirements as would issuers, including preparing
Notices, providing a means to vote and maintaining records of
shareholders who have requested paper or e-mail copies for future
solicitations. We are soliciting comment on those costs as well.
    As we stated in the companion adopting release, the paper-related
savings to issuers and other soliciting persons discussed under the
benefits section above are adjusted for the cost of printing and
sending Notices. If Notices are sent by mail, then the mailing costs
may vary widely among parties. Postage rates likely would vary from
$0.14 to $0.39 per Notice mailed, depending on numerous factors. In our
estimates of the paper-related benefits above, we assume that each
Notice costs a total of $0.13 to print and $0.29 to mail. Based on data
from ADP and SIA, we estimate that issuers and other soliciting persons
send a total of 229,116,797 accounts processed per year.\42\ In the
companion release, we assume that only those firms that choose to adopt
the notice and access model would incur these printing and mailing
costs. Under the proposed universal Internet availability model, all
issuers would be required to furnish each of its shareholders with a
copy of the Notice. Firms that choose to mail full sets of proxy
materials only to those investors who request them would incur the
printing cost and cost of mailing the Notice separately from the proxy
materials. Firms that choose to mail full sets of proxy materials with
the Notice would incur the printing costs, but not the additional
mailing cost. These printing costs represent the incremental cost of
moving to universal Internet availability from the model in the
companion adopting release. If issuers who are responsible for 10% of
all current proxy mailings choose to mail full sets of proxy materials
only to those investors who request them, the remaining 90% of issuers
would incur the total cost of $26.8 million to print the Notice. If
issuers who are responsible for 50% of all current proxy mailings
choose to mail full sets of proxy materials only to those investors who
request them, the remaining 50% of issuers would incur the total cost
of $14.9 million to print the Notice.\43\
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    \42\ See http://www.ics.adp.com/release11/public_site/about/stats.html

stating that ADP handled 179,833,774 in fiscal year 2005 and letter
from SIA stating that beneficial accounts represent 78.49% of total
accounts.
    \43\ 90% x 229,116,797 x $0.13 = $26.8 million; 50% x
229,116,797 x $0.13 = $14.8 million; We assume that the additional
cost of mailing the Notice together with the full set of proxy
materials is negligible.
---------------------------------------------------------------------------

    The universal Internet availability model also requires minimal
added disclosures in the form of a Notice to shareholders, informing
them that the proxy materials are available at a specified Internet Web
site. In the companion adopting release, we assumed, for purposes of
the PRA, that all issuers and other soliciting persons would elect to
follow the procedures, resulting in a total estimated cost to prepare
the Notice of approximately $2,020,475.\44\ Based on the percentage of
issuers that we estimated would adopt the notice and access model,
these costs could range between $1,010,238 (if 50% of issuers adopted
the notice and access model) and $1,818,432 (if 10% of issuers adopted
the notice and access model). The proposal also would require issuers
and intermediaries to maintain records of shareholders who have
requested paper and e-mail copies for future proxy solicitations. We
estimate that this total cost to all issuers and intermediaries would
be approximately $9,977,500,\45\ with an incremental cost due to the
proposals of $4,988,750 (if 50% of issuers adopted the notice and
access model voluntarily), and $8,977,500 (if 10% of issuers adopted
the notice and access model voluntarily).
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    \44\ In the companion adopting release, we estimated, for PRA
purposes, that issuers would spend a total of $897,975 on outside
professionals to prepare this disclosure. We also estimated that
issuers would spend a total of 8,980 hours of issuer personnel time
preparing this disclosure. We estimated the average hourly cost of
issuer personnel time to be $125, resulting in a total cost of
$1,122,500 for issuer personnel time. This results in a total cost
of $2,020,475 for all issuers. The costs for posting the materials
on a Web site are included in this calculation.
    \45\ In the companion adopting release, we estimated, for PRA
purposes, that issuers and intermediaries would spend a total of
79,820 hours of issuer and intermediary personnel time maintaining
these records. We estimated the average hourly cost of issuer and
intermediary personnel time to be $125, resulting in a total cost of
$9,977,500 for issuer and intermediary personnel time.
---------------------------------------------------------------------------

    Issuers and their intermediaries would incur additional processing
costs if the proposal is adopted. The proposal would require an
intermediary such as a bank, broker-dealer, or other association to
follow the proposed model if an issuer so requests. An intermediary
that follows the proposed model would be required to prepare its own
Notice to beneficial owners, along with instructions on when and how to
request paper copies and the website where the beneficial owner can
access his or her request for voting instructions. Since issuers
reimburse intermediaries for their reasonable expenses of forwarding
proxy materials and intermediaries and their agents already have
systems to prepare and deliver requests for voting instructions, we do
not expect the involvement of intermediaries in sending their Notices
to significantly affect the costs associated with the proposal.
    Under the proposed model, a beneficial owner would be required to
request a copy of proxy materials from its intermediary. The costs of
collecting and processing requests from beneficial owners may be
significant, particularly if the intermediary receives the requests of
beneficial owners associated with many different issuers that specify
different methods of furnishing the proxy. We expect that these
processing costs would be highest in the first year after adoption but
would subsequently decline as intermediaries develop the necessary
systems and procedures and as beneficial owners increasingly become
comfortable with accessing proxy materials online. In addition, the
proposal would permit a beneficial owner to specify its preference on
an account-wide basis, which should reduce the cost of processing
requests for copies. These costs are ultimately paid by the issuer.
    Shareholders obtaining proxy materials online would incur any
necessary costs associated with gaining access to the Internet. In
addition, some shareholders may choose to print out the posted
materials, which would entail paper and printing costs. We estimate
that approximately 10% of all shareholders would print out the posted
materials at home at an estimated cost of $7.05 per proxy package.
Based on these assumptions, the proposal is estimated to produce
incremental annual home printing costs ranging from $16 million (if
issuers who are responsible for 10% of all current proxy mailings
choose to mail full sets of proxy materials only to those investors who
request them) to $80 million (if

issuers who are responsible for 50% of all current proxy mailings
choose mail full sets of proxy materials only to those investors who
request them).\46\ Investors would have the option to incur no
additional cost by either accessing the proxy materials online or
requesting paper copies of the materials from the issuer.
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    \46\ This range of potential home printing costs depends on data
provided by Lexecon and ADP. See letter from ADP. The Lexecon data
was included in the ADP comment letter. To calculate home printing
cost, we assume that 50% of annual report pages are printed in color
and 100% of proxy statement pages are printed in black and white.
The estimated percentage of shareholders printing at home is derived
from Forrester survey data furnished by ADP and adjusted for the
reported likelihood that an investor will take extra steps to get
proxy materials. Total number of shareholders estimated as above
based on data provided by ADP and SIA. See letters from ADP and SIA.
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E. Request for Comments

    We seek comments and empirical data on all aspects of this Cost-
Benefit Analysis. Specifically, we ask the following:
     What savings would issuers and other soliciting persons
realize if they are required to follow the proposed model? Of those
savings, which would be one-time savings and which would be annual
savings?
     What added costs would issuers and other soliciting
persons incur if they are required to follow the proposed universal
Internet availability model? Of those costs, which would be one-time
costs and which would be annual costs?
     Are there any other one-time or annual costs or benefits
that we should consider?
     Our estimates of the paper-related savings associated with
universal internet availability are based on those in our companion
adopting release. Are our assumptions about the relevant printing costs
and mailing costs, reasonable? In particular, would smaller issuers
expect to realize similar savings?
     What proportion of shareholders would be expected to
request paper copies? What proportion of beneficial owners would likely
request paper copies from intermediaries rather than from issuers? Are
there any issuers for which a high rate of paper requests might be
anticipated? If so, are there any means, such as surveying shareholder
interest in paper copies, that may mitigate such costs?
     Which issuers would choose to mail full sets of proxy
materials? Would some issuers mail full sets of proxy materials to some
shareholders and notices to others? If so, what proportions of
shareholders would be sent each?
     What is the typical cost for obtaining an Internet Web
site and posting materials on that Web site? What is the typical cost
for establishing an automated system for collecting votes or
shareholder voting instructions through the Internet or by telephone?
What would be the cost of staffing telephone lines to receive votes or
voting instructions?
     Are there other viable means for providing a means to vote
on an Internet Web site? If so, what are they, and what would be the
cost of providing such voting means?
     What would be the cost of maintaining records of
shareholders who have elected to receive paper or e-mail copies of
proxy materials for future solicitations? Many issuers and
intermediaries, or their agents, already have systems to maintain
records of shareholders who have affirmatively consented to electronic
delivery, and many intermediaries, or their agents, have systems to
maintain records of beneficial owners who have objected to disclosure
of their identity to issuers. Considering the fact that such entities
already have systems designed to record shareholder preferences, what
would the added cost be of maintaining records of shareholders who have
elected to receive paper or e-mail copies of proxy materials in the
future?
     What costs and benefits would intermediaries incur? Would
all of these costs and benefits be passed on to issuers? Are there any
one-time or annual costs for intermediaries that we should consider?
     What other benefits and costs would be associated with
rules requiring compliance with the universal Internet availability
model?

VII. Consideration of Burden on Competition and Promotion of
Efficiency, Competition and Capital Formation

    Section 23(a)(2) of the Exchange Act \47\ requires us, when
adopting rules under the Exchange Act, to consider the impact that any
new rule would have on competition. In addition, Section 23(a)(2)
prohibits us from adopting any rule that would impose a burden on
competition not necessary or appropriate in furtherance of the purposes
of the Exchange Act. Section 3(f) of the Exchange Act \48\ and Section
2(c) of the Investment Company Act of 1940 \49\ require us, when
engaging in rulemaking that requires us to consider or determine
whether an action is necessary or appropriate in the public interest,
to consider, in addition to the protection of investors, whether the
action will promote efficiency, competition, and capital formation.
---------------------------------------------------------------------------

    \47\ 15 U.S.C. 78w(a)(2).
    \48\ 15 U.S.C. 78c(f).
    \49\ 15 U.S.C. 80a-2(c).
---------------------------------------------------------------------------

    In a companion release, we are adopting a substantially similar
Internet availability model as a voluntary model. The proposed
amendments would require all issuers and other soliciting persons to
follow the universal Internet availability model for all proxy
solicitations, other than those associated with business combination
transactions. The proposed amendments are intended to provide all
shareholders with the ability to choose the means by which they receive
proxy materials, to expand use of the Internet to lower the costs of
proxy solicitations, and to improve shareholder communications.
Currently, issuers decide whether to provide shareholders with the
choice to receive proxy materials by electronic means. The proposal, if
adopted, would provide all shareholders with the ability to choose
whether to receive proxy materials in paper, by e-mail or via the
Internet. We believe that expanded use of electronic communications to
replace current modes of disclosures on paper and physical mailings
would increase the efficiency of the shareholder communications
process. Use of the Internet permits technology developers to enhance a
shareholder's experience with respect to such communications. It
permits interactive communications at real-time speeds. Improved
shareholder communications may improve relationships between
shareholders and management. Retail investors may have easier access to
management. In turn, this may lead to increased confidence and trust in
well-managed, responsive issuers.
    The proposal, if adopted, may have the effect of initially raising
costs on issuers and other soliciting persons by requiring persons who
otherwise would not have followed the model to follow it. The proposal
may create other inefficiencies such as reducing shareholder voting
participation and increased reliance on broker discretionary voting. We
are considering these potential effects, but do not anticipate that
they will be significant. Therefore, we are proposing the amendments,
but also are requesting comment on these matters. We are also
considering the effect of the proposal on competition and capital
formation, including the effect that the proposals may have on
industries servicing the proxy soliciting process. We do not anticipate
any significant effects on capital formation. We also anticipate that
some companies whose business

model is based on the dissemination of paper-based proxy materials may
experience adverse competition effects from the proposal. The proposal
may also promote competition among Internet-based information services.
We request comment on those effects.
    We request comment regarding the degree to which our proposed
amendments would have competitively harmful effects on public
companies, and how we could best minimize those effects. We also
request comment on any disproportionate cross-sectional burdens among
the firms affected by our proposals that could have anti-competitive
effects. We also request comment on the effects that the proposed
amendments would have on efficiency and capital formation.

VIII. Initial Regulatory Flexibility Analysis

    This Initial Regulatory Flexibility Analysis has been prepared in
accordance with 5 U.S.C. 603. It relates to proposed revisions to the
rules and forms under the Exchange Act that would require issuers and
other persons soliciting proxies to follow the universal Internet
availability model for all proxy solicitations except for those
associated with a business combination transaction.

A. Reasons for the Proposed Action

    The proposed amendments are intended to provide all shareholders
with the ability to choose the means by which they receive proxy
materials, to expand use of the Internet to ultimately lower the costs
of proxy solicitations, and to improve shareholder communications. We
are concurrently issuing an adopting release that creates a voluntary
model. We anticipate that increased usage of the model will enhance the
ability of investors to make informed decisions and ultimately to lower
the costs of proxy solicitations.

B. Objectives

    Currently, issuers decide whether to provide shareholders with the
choice to receive proxy materials by electronic means. The proposal, if
adopted, would provide all shareholders with the ability to choose
whether to receive proxy materials in paper, by e-mail or via the
Internet. Developing technologies on the Internet should expand the
ways in which required disclosures can be used by shareholders.
Electronic documents are more easily searchable than paper documents.
Users are better able to go directly to any section of the document
that they believe to be the most important. They also permit users to
more easily manipulate data. It enables users to more easily download
data into spreadsheet or other analytical programs so that they can
perform their own analyses more efficiently. A centralized Web site
containing proxy-related disclosures may facilitate shareholder access
to other relevant information such as research reports and news about
the issuer.
    In addition, encouraging shareholders to use the Internet in the
context of proxy solicitations may have the side-effect of improving
shareholder communications in other ways. Internet tools, such as chat
rooms and bulletin boards, may enhance shareholders' ability to
communicate not only with management, but with each other. Such direct
access may improve shareholder relations to the extent shareholders
have improved access to management.

C. Legal Basis

    We are proposing amendments to the forms and rules under the
authority set forth in Sections 3(b), 10, 13, 14, 15, 23(a), and 36 of
the Exchange Act, as amended, and Sections 20(a), 30, and 38 of the
Investment Company Act, as amended.

D. Small Entities Subject to the Proposed Rules

    The proposals would affect issuers that are small entities.
Exchange Act Rule 0-10(a) \50\ defines an issuer to be a ``small
business'' or ``small organization'' for purposes of the Regulatory
Flexibility Act if it had total assets of $5 million or less on the
last day of its most recent fiscal year. We estimate that there are
approximately 2,500 public companies, other than investment companies,
that may be considered small entities.
---------------------------------------------------------------------------

    \50\ 17 CFR 240.0-10(a).
---------------------------------------------------------------------------

    For purposes of the Regulatory Flexibility Act, an investment
company is a small entity if it, together with other investment
companies in the same group of related investment companies, has net
assets of $50 million or less as of the end of its most recent fiscal
year.\51\ Approximately 157 registered investment companies meet this
definition. Moreover, approximately 53 business development companies
may be considered small entities.
---------------------------------------------------------------------------

    \51\ 17 CFR 270.0-10.
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    Paragraph (c)(1) of Rule 0-10 under the Exchange Act \52\ states
that the term ``small business'' or ``small organization,'' when
referring to a broker-dealer, means a broker or dealer that had total
capital (net worth plus subordinated liabilities) of less than $500,000
on the date in the prior fiscal year as of which its audited financial
statements were prepared pursuant to Sec.  240.17a-5(d); and is not
affiliated with any person (other than a natural person) that is not a
small business or small organization. As of 2005, the Commission
estimates that there were approximately 910 broker-dealers that
qualified as small entities as defined above.\53\ Small Business
Administration regulations define ``small entities'' to include banks
and savings associations with total assets of $165 million or less.\54\
The Commission estimates that the rules would apply to approximately
9,475 banks, approximately 5,816 of which could be considered small
banks with assets of $165 million or less.
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    \52\ 17 CFR 240.0-10(c)(1).
    \53\ These numbers are based on a review by the Commission's
Office of Economic Analysis of 2005 FOCUS Report filings reflecting
registered broker-dealers. This number does not include broker-
dealers that are delinquent on FOCUS Report filings.
    \54\ 13 CFR 121.201.
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    We request comment on the number of small entities that would be
impacted by our proposals, including any available empirical data.

E. Reporting, Recordkeeping and Other Compliance Requirements

    The proposals would require all issuers, including small entities,
to follow the universal Internet availability model. Under the proposed
amendments, all issuer and intermediaries would be required to prepare
and disseminate a Notice of Internet Availability of Proxy Materials.
The required disclosure in the Notice is information that would be
readily available to the issuer. Issuers also would be required to post
the proxy materials on a publicly accessible Web site, and issuers and
intermediaries would be required to provide a means to execute a proxy
or provide voting instructions, as applicable, on an Internet Web site.
Issuers and intermediaries would be required to provide copies of the
proxy materials to requesting shareholders. Issuers and intermediaries
also would be required to maintain records to keep track of those
shareholders who have made a permanent request for paper or e-mail
copies. Issuers also may have to change their Web site and e-mail
procedures to comply with the rules designed to safeguard addressing
anonymity of persons accessing the Web site and misuse of shareholder
e-mail addresses.

F. Duplicative, Overlapping or Conflicting Federal Rules

    We believe that there are no rules that conflict with or duplicate
the proposed rules.

G. Significant Alternatives

    The Regulatory Flexibility Act directs us to consider significant
alternatives that would accomplish the stated objective, while
minimizing any significant adverse impact on small entities. In
connection with the proposed amendments, we considered the following
alternatives:
     The establishment of differing compliance or reporting
requirements or timetables that take into account the resources
available to small entities;
     The clarification, consolidation or simplification of
disclosure for small entities;
     The use of performance standards rather than design
standards; and
     An exemption for small entities from coverage under the
proposals.
    The Commission has considered a variety of reforms to achieve its
regulatory objectives.
    The proposed amendments, if adopted, would require all issuers and
intermediaries, including small entities, to follow the universal
Internet availability model. We believe that in the long run, use of
the Internet for shareholder communications not only may decrease costs
for all issuers, but also may improve the quality of shareholder
communications by enhancing a shareholder's ability to search and
manipulate proxy disclosures. However, in the short term, we are
considering a tiered system of compliance dates to minimize the burdens
on smaller issuers, including small entities. If we adopt tiered
compliance dates, we do not anticipate that issuers other than large
accelerated filers would be required to comply with the requirements
until January 1, 2009. This would provide smaller issuers more time to
adjust to the amendments and learn from the experiences of larger
filers.
    Intermediaries that are small entities would also be subject to the
amendments, if they are adopted. We are considering whether such
entities should be exempt from the amendments. Such an exemption may
create disparity in the way shareholders receive proxy materials.
Shareholders owning securities through such intermediaries would not
have the ability to choose the means by which they receive proxy
disclosures.
    We considered the use of performance standards rather than design
standards in the proposed rules. The proposal contains both performance
standards and design standards. We are proposing design standards to
the extent that we believe compliance with particular requirements are
necessary. However, to the extent possible, we are proposing rules that
impose performance standards to provide issuers, other soliciting
persons and intermediaries with the flexibility to devise the means
through which they can comply with such standards.
    We are requesting comment on whether separate requirements for
small entities would be appropriate. The purpose of the amendments is
to provide all shareholders with the ability to choose the means by
which they receive proxy materials, to expand use of the Internet to
ultimately lower the costs of proxy solicitations, and to improve
shareholder communications. Exempting small entities would not be
consistent with this goal. However, as noted above, we are considering
providing more time for small entities to comply with the proposed
requirements. The establishment of any differing compliance or
reporting requirements or timetables or any exemptions for small
business issuers may not be in keeping with the objectives of the
proposed rules.

H. Solicitation of Comment

    We encourage comments with respect to any aspect of this Initial
Regulatory Flexibility Analysis. In particular, we request comments
regarding:
     The number of small entities that may be affected by the
proposals;
     The existence or nature of the potential impact of the
proposals on small entities discussed in the analysis; and
     How to quantify the impact of the proposed rules.

Commenters are asked to describe the nature of any impact and provide
empirical data supporting the extent of the impact. Such comments will
be considered in the preparation of the Final Regulatory Flexibility
Analysis, if the proposals are adopted, and will be placed in the same
public file as comments on the proposed amendments themselves.

IX. Small Business Regulatory Enforcement Fairness Act

    For purposes of the Small Business Regulatory Enforcement Fairness
Act of 1996,\55\ a rule is ``major'' if it has resulted, or is likely
to result in:
---------------------------------------------------------------------------

    \55\ Pub. L. No. 104-121, Title II, 110 Stat. 857 (1996).
---------------------------------------------------------------------------

     An annual effect on the economy of $100 million or more;
     A major increase in costs or prices for consumers or
individual industries; or
     Significant adverse effects on competition, investment or
innovation.
    We request comment on whether our proposals would be a ``major
rule'' for purposes of SBREFA. We solicit comment and empirical data
on:
     The potential effect on the U.S. economy on an annual
basis;
     Any potential increase in costs or prices for consumers or
individual industries; and
     Any potential effect on competition, investment or
innovation.

X. Statutory Basis and Text of Proposed Amendments

    We are proposing the amendments pursuant to Sections 3(b), 10, 13,
14, 15, 23(a), and 36 of the Securities Exchange Act of 1934, as
amended, and Sections 20(a), 30, and 38 of the Investment Company Act
of 1940, as amended.

List of Subjects in 17 CFR Part 240

    Reporting and recordkeeping requirements, Securities.

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

    1. 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, 77z-3,
77eee, 77ggg, 77nnn, 77sss, 77ttt, 78c, 78d, 78e, 78f, 78g, 78i,
78j, 78j-1, 78k, 78k-1, 78l, 78m, 78n, 78o, 78p, 78q, 78s, 78u-5,
78w, 78x, 78ll, 78mm, 80a-20, 80a-23, 80a-29, 80a-37, 80b-3, 80b-4,
80b-11, and 7201 et seq.; and 18 U.S.C. 1350, unless otherwise
noted.
* * * * *

Sec.  240.14a-7  [Amended]

    2. Amend Sec.  240.14a-7 by removing Note 3 to Sec.  240.14a-7.
    3. Amend Sec.  240.14a-16 by:
    a. Revising paragraphs (a), (e)(2)(i)(B), (e)(2)(ii), (f)(2)(i),
(f)(2)(ii), (h), the introductory text of paragraph (l) and paragraph
(l)(2);
    b. Adding paragraphs (e)(2)(iii), (f)(2)(iii), (f)(2)(iv), and
(j)(5); and
    c. Removing paragraph (n).
    The revisions and additions to read as follows:

240.14a-16  Internet availability of proxy materials.

    (a)(1) A registrant shall furnish a proxy statement pursuant to
Sec.  240.14a-3(a) and an annual report to security holders if required
by Sec.  240.14a-3(b) to a security holder by sending the security
holder a Notice of Internet Availability of Proxy Materials, as
described in this section, 40 calendar days or more prior to the
security holder meeting date, or

if no meeting is to be held, 40 calendar days or more prior to the date
that votes, consents or authorizations may be used to effect the
corporate action, and complying with all other requirements of this
section; provided, that if the registrant concurrently sends the Notice
of Internet Availability of Proxy Materials with a copy of the proxy
statement, annual report to security holders, if required pursuant to
Sec.  240.14a-3(b), and form of proxy pursuant to paragraph (f)(3) of
this section, the registrant need not comply with the timing
requirements of this paragraph (a)(1).
    (2) If the registrant knows that securities of any class entitled
to vote at a meeting (or by written consents or authorizations if no
meeting is held) with respect to which the registrant intends to
solicit proxies, consents or authorizations are held of record by a
broker, dealer, voting trustee, bank, association, or other entity that
exercises fiduciary powers in nominee name or otherwise, the registrant
must provide the record holder or respondent bank with all information
listed in paragraph (d) of this section in sufficient time for the
record holder or respondent bank to prepare and send a Notice to
beneficial owners at least 40 calendar days before the meeting date;
provided, that if the registrant provides the record holder or
respondent bank with copies of the proxy statement and annual report to
security holders, if required pursuant to Sec.  240.14a-3(b) pursuant
to paragraph (f)(3) of this section, to be concurrently sent with the
record holder's or respondent bank's Notice of Internet Availability of
Proxy Materials, the registrant need not comply with the timing
requirements of this paragraph (a)(2).
* * * * *
    (e) * * *
    (2) * * *
    (i) * * *
    (B) The registrant is not soliciting proxy or consent authority,
but is furnishing an information statement pursuant to Sec.  240.14c-2;
    (ii) The registrant may include a statement on the Notice to
educate security holders that no personal information other than the
identification or control number is necessary to execute a proxy; and
    (iii) If the registrant concurrently sends the Notice of Internet
Availability of Proxy Materials with a copy of the proxy statement,
annual report to security holders, if required under Sec.  240.14a-
3(b), and form of proxy pursuant to paragraph (f)(2)(iii) of this
section, the Notice of Internet Availability of Proxy Materials need
not contain:
    (A) A legend relating to security holder requests for copies of the
documents; and
    (B) Instructions on how to request a copy of the documents.
    (f) * * *
    (2) * * *
    (i) A pre-addressed, postage-paid reply card for requesting a copy
of the proxy materials;
    (ii) A copy of any notice of security holder meeting required under
state law if that notice is not combined with the Notice of Internet
Availability of Proxy Materials;
    (iii) Any other type of security holder communications provided
that such transmission includes all of the following documents:
    (A) A copy of the proxy statement;
    (B) A copy of the annual report to security holders if required by
Sec.  240.14a-3(b); and
    (C) A form of proxy; and
    (iv) In the case of an investment company registered under the
Investment Company Act of 1940, the company's prospectus or a report
that is required to be transmitted to stockholders by section 30(e) of
the Investment Company Act (15 U.S.C. 80a-29(e)) and the rules
thereunder.
* * * * *
    (h) The registrant may send a form of proxy to security holders 10
calendar days or more after the date it first sent the Notice of
Internet Availability of Proxy Materials to security holders if:
    (1) The form of proxy is accompanied or preceded by a copy, via the
same medium, of the proxy statement and any annual report to security
holders that is required by Sec.  240.14a-3(b) pursuant to paragraph
(f)(2)(iii) of this section, or
    (2) The form of proxy is accompanied by a copy of the Notice of
Internet Availability of Proxy Materials.
* * * * *
    (j) * * *
    (5) A registrant need not comply with paragraphs (j)(1) and (j)(2)
of this section if it sends a copy of the proxy statement, annual
report to security holders if required by Sec.  240.14a-3(b) and form
of proxy pursuant to paragraph (f)(3)(ii) of this section.
* * * * *
    (l) A person other than the registrant soliciting proxies shall
follow the requirements imposed on registrants by this section,
provided that:
* * * * *
    (2) A soliciting person other than the registrant must send its
Notice of Internet Availability of Proxy Materials by the later of:
    (i) 40 calendar days prior to the security holder meeting date or,
if no meeting is to be held, 40 calendar days prior to the date that
votes, consents, or authorizations may be used to effect the corporate
action; or
    (ii) 10 calendar days after the date that the registrant first
sends its proxy statement or Notice of Internet Availability of Proxy
Materials to security holders; provided, that if the soliciting person
other than the registrant concurrently sends the Notice of Internet
Availability of Proxy Materials with a copy of the proxy statement and
form of proxy pursuant to paragraph (f)(3) of this section, the
soliciting person other than the registrant need not comply with the
timing requirements of this paragraph (l)(2)
* * * * *
    4. Amend Sec.  240.14b-1 by:
    a. Revising the introductory text of paragraph (d); and
    b. Adding paragraph (d)(1)(iii).
    The revision and addition read as follows.

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

* * * * *
    (d) Upon receipt from the soliciting person of all of the
information listed in Sec.  240.14a-16(d), the broker or dealer shall:
    (1) * * *
    (iii) The broker or dealer need not comply with the deadlines set
forth in paragraphs (d)(1)(i) and (d)(1)(ii) of this section, if the
registrant or other soliciting person provides the broker or dealer
with copies of the proxy statement and annual report to security
holders, if required pursuant to Sec.  240.14a-3(b), pursuant to Sec.
240.14a-16(f)(3)(ii), to be concurrently sent with the broker's or
dealer's Notice of Internet Availability of Proxy Materials.
* * * * *
    4. Amend Sec.  240.14b-2 by:
    a. Revising the introductory text of paragraph (d); and
    b. Adding paragraph (d)(1)(iii).
    The revision and addition read as follows.

Sec.  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.

* * * * *
    (d) Upon receipt from the soliciting person of all of the
information listed in Sec.  240.14a-16(d), the bank shall:
    (1) * * *

    (iii) The bank need not comply with the deadlines set forth in
paragraphs (d)(1)(i) and (d)(1)(ii), if the registrant or other
soliciting person provides the bank with copies of the proxy statement
and annual report to security holders, if required pursuant to Sec.
240.14a-3(b), pursuant to Sec.  240.14a-16(f)(3)(ii), to be
concurrently sent with the bank's Notice of Internet Availability of
Proxy Materials.
* * * * *
    6. Amend Sec.  240.14c-2 by revising paragraph (d) to read as
follows:

Sec.  240.14c-2  Distribution of information statement.

* * * * *
    (d) A registrant may transmit an information statement to security
holders pursuant to paragraph (a) of this section by satisfying the
requirements set forth in Sec.  240.14a-16; provided, however, that the
registrant shall revise the information required in the Notice of
Internet Availability of Proxy Materials, including changing the title
of that notice, to reflect the fact that the registrant is not
soliciting proxies for the meeting.

    7. Amend Sec.  240.14c-3 by revising paragraph (d) to read as
follows:

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

* * * * *
    (d) A registrant may furnish an annual report to security holders
pursuant to paragraph (a) of this section by satisfying the
requirements set forth in Sec.  240.14a-16.

    Dated: January 22, 2007.

    By the Commission.
Nancy M. Morris,
 Secretary.
 [FR Doc. E7-1184 Filed 1-26-07; 8:45 am]

BILLING CODE 8011-01-P


[Federal Register: October 13, 2006 (Volume 71, Number 198)]
[Notices]
[Page 60502]
[DOCID:fr13oc06-62]

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DEPARTMENT OF ENERGY

Federal Energy Regulatory Commission

[Docket No. ER05-406-002]

Williams Power Company, Inc.; Notice of Filing

October 5, 2006.
    Take notice that on October 3, 2006, Williams Power Company, Inc.
filed a response to the Commission's September 26, 2006 deficiency
letter.
    Any person desiring to intervene or to protest this filing must
file in accordance with Rules 211 and 214 of the Commission's Rules of
Practice and Procedure (18 CFR 385.211, 385.214). Protests will be
considered by the Commission in determining the appropriate action to
be taken, but will not serve to make protestants parties to the
proceeding. Any person wishing to become a party must file a notice of
intervention or motion to intervene, as appropriate. Such notices,
motions, or protests must be filed on or before the comment date.
Anyone filing a motion to intervene or protest must serve a copy of
that document on the Applicant and all the parties in this proceeding.
    The Commission encourages electronic submission of protests and
interventions in lieu of paper using the ``eFiling'' link at http://www.ferc.gov.
 Persons unable to file electronically should submit an

original and 14 copies of the protest or intervention to the Federal
Energy Regulatory Commission, 888 First Street, NE., Washington, DC
20426.
    This filing is accessible on-line at http://www.ferc.gov, using the

``eLibrary'' link and is available for review in the Commission's
Public Reference Room in Washington, DC. There is an ``eSubscription''
link on the Web site that enables subscribers to receive e-mail
notification when a document is added to a subscribed docket(s). For
assistance with any FERC Online service, please e-mail
<EMAIL_ADDRESS>or call<PHONE_NUMBER> (toll free). For

TTY, call<PHONE_NUMBER>.
    Comment Date: 5 p.m. Eastern Time on October 17, 2006.

Magalie R. Salas,
Secretary.
[FR Doc. E6-16972 Filed 10-12-06; 8:45 am]

BILLING CODE 6717-01-P