|Monday, March 20, 2000|
The staff reconsiders its position taken in Citigroup Inc. (SEC No-Action Letters Ind. & Summaries (WSB) #0228200056 (February 17, 2000)) that a shareholder proposal, which requests that this company adopt a "matching gift program" for shareholders to enable shareholders to donate their dividends to qualifying organizations and the company to match any such contributions to an extent determined by the board of directors, may not be omitted from the company's proxy material under rules 14a-8(i)(2) or (i)(7). Upon reconsideration, the staff states that a portion of the supporting statement may be omitted under rule 14a-8(i)(3) as false and misleading under rule 14a-9 if the proponent does not provide the company, within seven days after receipt of the staff's letter, with a supporting statement revised in the manner indicated.
The staff reverses its position taken in Dominion Resources, Inc. (SEC No-Action Letters Ind. & Summaries (WSB) #090985008 (August 22, 1985)), in which it granted the company relief from broker-dealer registration under 1934 Act section 15(a) in connection with the company's proposal to assist a limited number of corporate and government issuers in the structuring and issuance of both taxable and tax-exempt securities transactions. In light of technological advances and other developments in the securities markets, the staff states that it no longer believes that an entity conducting the activities described in the 1985 letter would not have to register as a broker-dealer under section 15(a).
The staff states that the interpretive advice provided in Buys-MacGregor, MacNaughton-Greenawalt & Co. (SEC No-Action Letters Ind. & Summaries (WSB) #021980016 (February 1, 1980)) is still a viable guidepost for dealers to use in determining the general parameters of what types of transactions the staff may consider to be "offsetting contemporaneous" transactions for purposes of 1934 Act rule 10b-10. The staff states that a transaction will not generally be considered a riskless principal transaction where the transaction that restored the firm's original position is effected on the next trading day.