Company Name: Western Union Corp.
Public Availability Date: 08-14-1987
INQUIRY LETTER 1
WESTERN UNION CORPORATION
ONE LAKE STREET
UPPER SADDLE RIVER, N.J. 07458
TELEPHONE(201) 825-5568
July 08, 1987
1934 Act Section 14
Rule 14a-8
August 7, 1987
Securities and Exchange Commission
Division of Corporation Finance
450 Fifth Street, N.W.
Washington, D.C. 20549
Attention: Cecilia D. Blye
Exclusion of Stockholder Proposal
for 1987 Annual Meeting
Dear Sirs:
Pursuant to Rule 14a-8(d) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), Western Union Corporation, a Delaware corporation (the "Corporation"), hereby requests confirmation that the Staff of the Division of Corporation Finance (the "Staff") of the Securities and Exchange Commission will not recommend any enforcement action if, in reliance on Rule 14a-8(c)(10), the Corporation excludes that portion of a stockholder proposal (the "Proposal") and supporting statement that the Staff did not previously find excludable from the proxy statement to be furnished to stockholders of the Corporation in connection with the solicitation of proxies by the Board of Directors of the Corporation for the 1987 Annual Meeting (the "Proxy Statement"). Pursuant to Rule 14a-8(d), we are furnishing you with six copies of such portion of the Proposal and statement in support thereof and the following statement of reasons why the Corporation deems the omission of such portion of the Proposal and the supporting statement to be proper.
The Proposal and supporting statement were submitted to the Corporation in correspondence from Robert F. Fischer, dated April 27, 1987, and in correspondence from Abcotek Technology Companies Inc. ("Abcotek"), dated April 22, 1987. Mr. Fischer and Abcotek are referred to herein collectively as the "Proponent". By letter dated June 8, 1987, the Corporation requested that the Staff concur with its conclusion that the Proposal and the supporting statement were properly excludable from the Proxy Statement by operation of certain provisions of Rule 14a-8(c). The Staff, by letter dated July 22, 1987, stated that if the Proponent promptly revised the form of the Proposal, it could not concur with the Corporation's conclusion that the first numbered paragraph thereof and the second paragraph of the supporting statement were properly excludable from the Proxy Statement.
That portion of the Proposal and the supporting statement referred to above read as follows:
PROPOSAL
1. A separate accounting be given for last year's and this year's expenditures for any indemnification against its own stockholders.
SUPPORTING STATEMENT
Only if management, the Board of Directors, and other parties are held liable for their misdeeds can they be made accountable for infractions against stockholders. A corporate officer, Board member, or related party who does not take responsibility for his own actions should not benefit from the dispensement of stockholder funds, particularly when stockholder funds are being used to indemnify these individuals or groups against the stockholders themselves.
The Corporation, however, is prepared to disclose in the Proxy Statement the approximate amount of all indemnification payments made by the Corporation and its principal subsidiary, The Western Union Telegraph Company (the "Telegraph Company"), during 1986 and the first half of 1987 on behalf of all present and former officers and directors of the Corporation and the Telegraph Company."X6A1 The Corporation has so informed both Mr. Fischer and Abcotek. By virtue of the Corporation's intent to make such disclosure, the Corporation believes that the portion of the Proposal and the supporting statement set forth above may be omitted from the Proxy Statement as having been rendered moot, pursuant to paragraph (c)(10) of Rule 14a-8 under the Exchange Act.
Pursuant to Rule 14a-8(d), a copy of this letter is being sent to Mr. Fischer and Abcotek. I would appreciate receiving notification by telephone (201-825-5568) of the response of the Staff to this letter. If for any reason the Staff does not agree with the views set forth above with respect to the Proposal, I would appreciate the opportunity to discuss the matter wit the Staff before its written response becomes final.
Please acknowledge receipt of this letter and of the enclosures transmitted herewith by endorsing and returning to the undersigned the enclosed copy of this letter in the stamped, self-addressed envelope provided.
Very truly yours,
Glen Schaeffer
Enclosures
INQUIRY LETTER 2
Western Union Corporation
One Lake Street
Upper Saddle River, NJ 07458
TELEPHONE(201) 825-5568
Western Union Corporation
One Luke Street
Upper Suddle River NI 07458
201 825 3368
August 7, 1987
CERTIFIED MAIL
RETURN RECEIPT REQUESTED
Abcotek Technology Companies Inc.
151-23 34th Avenue
Flushing, New York 11354
Attention: Mr. Marcello Valenzano
President
Dear Sirs:
Pursuant to Rule 14a-8(d) promulgated under the Securities Exchange Act of 1934, as amended, enclosed is a copy of the letter of Western Union Corporation (the "Corporation") to the Securities and Exchange Commission which asserts the reasons for omitting from the 1987 proxy statement and form of proxy of the Corporation that portion of the stockholder proposal not previously found to be excludable and which was submitted to the Corporation by Mr. Robert Fischer by letter dated April 27, 1987 and with respect to which Abcotek Technology Companies Inc. joined as a co-proponent by its letter dated April 22, 1987.
If you have any questions regarding this matter, please feel free to contact the undersigned.
Very truly yours,
Glen Schaeffer
Enclosure
cc: Securities and Exchange Commission
INQUIRY LETTER 3
Western Union Corporation
One Lake Street
Upper Saddle River, NJ 07458
TELEPHONE(201) 825-5568
Western Union Corporation
One Luke Street
Upper Suddle River NI 07450
201 825 3568
August 7, 1987
CERTIFIED MAIL
RETURN RECEIPT REQUESTED
Mr. Robert F. Fischer
410 Bent Tree Lane
Indianapolis, Indiana 46260
Dear Mr. Fischer:
Pursuant to Rule 14a-8(d) promulgated under the Securities Exchange Act of 1934, as amended, enclosed is a copy of the letter of Western Union Corporation (the "Corporation") to the Securities and Exchange Commission which asserts the reasons for omitting from the 1987 proxy statement and form of proxy of the Corporation that portion of the stockholder proposal not previously found to be excludable and which was submitted to the Corporation by you by letter dated April 27, 1987 and with respect to which Abcotek Technology Companies Inc. joined as a co-proponent by its letter dated April 22, 1987.
If you have any questions regarding this matter, please fee. free to contact the undersigned.
Very truly yours,
Glen Schaeffer
Enclosure
cc: Securities and Exchange Commission
INQUIRY LETTER 4
Western Union Corporation
One Lake Street
Upper Saddle River, NJ 07458
TELEPHONE(201) 825-5568
August 12, 1987
Western Union Corporation
One Luke Street
Upper Suddle River NI 07458
201 825-5000
August 12, 1987
Securities and Exchange Commission
Division of Corporation Finance
450 Fifth Street, N.W.
Washington, D.C. 20549
Attention: Ms. Cecilia D. Blye
Dear Sirs:
Reference is made to my letter to you of August 7, 1987. This will confirm that neither Western Union Corporation (the "Corporation") nor The Western Union Telegraph Company (the "Telegraph Company") has made any indemnification payments during 1986 and the first half of 1987 on behalf of persons (other than present and former officers and directors of the Corporation and the Telegraph Company) in respect of litigation brought by stockholders of the Corporation or the Telegraph Company in their capacities as such.
Very truly yours,
Glen Schaeffer
GS:eg
STAFF REPLY LETTER
August 14, 1987
RESPONSE OF THE OFFICE OF CHIEF COUNSEL
DIVISION OF CORPORATION FINANCE
Re: Western Union Corporation (the "Company")
Incoming letters dated August 7 and 12, 1987
The proposal relates to the Company giving a separate accounting for last year's and this year's expenditures for any indemnification against Company stockholders.
There appears to be some basis for your view that the proposal may be omitted from the Company's proxy material under Rule 14a-8(c)(10). Under the circumstances, this Division will not recommend any enforcement action to the Commission if the Company omits the subject proposal from its proxy material.
Sincerely,
Cecilia D. Blye
Special Counsel
"X6A1In the event that the financial statements of the Corporation and the Telegraph Company included in the Proxy Statement go beyond the first six months of 1987 (e.g., through the first three quarters of 1987), the Corporation will disclose such indemnification payments for such period.