If the management of the issuer has made or intends to make
any solicitation subject to this Regulation, the issuer shall perform such of
the following acts as may be duly requested in writing with respect to the same
subject matter or meeting by any security holder who is, or security holders
who are, entitled to vote at least one percent of the votes entitled to be
voted on such matter and who shall defray the reasonable expenses to be
incurred by the issuer in the performance of the act or acts requested.
A. The issuer shall mail or otherwise furnish
to such security holder, as promptly as practicable after the receipt of such
request:
1. A statement of the approximate
number of record owners and, to the extent known to the issuer, the approximate
number of beneficial owners of any class of securities, any of whom have been
or are to be solicited on behalf of the management, or any group of whom the
security holder shall designate:
2.
An estimate of the cost of mailing a specified proxy statement, form of proxy
or other communication to such owner.
B.
1.
Copies of any proxy statement form of proxy or other communication furnished by
the security holder shall be mailed by the issuer to such of the security
owners specified in subparagraph (a) (1) as the security holder shall
designate.
2. Such material
furnished by the security holder shall be mailed with reasonable promptness
after receipt of the material to be mailed, envelopes or other containers
therefore, and postage or payment for postage. The issuer need not, however,
mail any such material prior to the first day on which solicitation is made on
behalf of the issuer.
3. The issuer
shall not be responsible for such proxy statement, form of proxy or other
communication.
C. In
lieu of performing the acts specified above, the issuer may, at its option,
furnish promptly to such security holder a reasonably current list of the names
and addresses of such of the record owners and, to the extent known to the
issuer, the beneficial owners as the security holder shall designate and a
scheduled of the handling and mailing costs if such schedule has been supplied
to the issuer.
