Company Name: Minnesota Mining and Manufacturing Co.
Public Availability Date: 02-06-1991

INQUIRY LETTER 1

Minnesota Mining and Manufacturing Company
P.O. Box 33428
St. Paul, Minnesota 55133-3428
TELEPHONE(612) 733-7643

December 21, 1990

Division of Corporation Finance
Securities and Exchange Commission
450 Fifth Street, N.W.
Judiciary Plaza
Washington, D. C. 20549

Re: Minnesota Mining and Manufacturing Company--
United Brotherhood of Carpenters'
Health Care Proposal--
Rule 14a-8(d)/Rule 14a-8(c)(7)

Pursuant to the provisions of Rule 14a-8(d) promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), Minnesota Mining and Manufacturing Company, a Delaware corporation ("3M"), encloses herewith for filing with the Commission six (6) copies each of the following materials: (i) the letter received from Sigurd Lucassen, as Chairman of the United Brotherhood of Carpenters General Officers' Pension Fund (the "Proponent"), allegedly a holder of 1,500 shares of 3M common stock, dated November 26, 1990, setting forth a stockholder proposal, including the text of the proposed resolution and a supporting statement as received by 3M (the "Proposal"); and (ii) this letter which is intended to serve as a statement of the reasons why 3M believes it may properly omit the Proposal from its proxy statement for the 1991 Annual Meeting scheduled to be held in May, 1991 (the "Proxy Statement"), and also, to the extent that these reasons are based on matters of law, an opinion of counsel in support of those reasons for omission.

The Proposal requests that the Board of Directors prepare a special report to shareholders setting forth information about 3M's employee health care costs under employee benefit plans. Specifically, the Proponent requests information on the following: (1) total 3M costs in providing health care benefits; (2) trends regarding these health care benefits; (3) accessibility of health care coverage among varying employee constituencies; (4) analysis of the impact upon 3M health care costs of governmental and cross subsidization of other employers not providing adequate health care; and (5) assessment of the value of 3M's health care investment. In addition, in a feeble attempt to raise issues of a larger social dimension than those focused only on 3M's benefit plans, the Proponent requests evaluations of various national health care reform proposals, as such relate to 3M and its "competitive standing in domestic and international markets."

Rule 14a-8(c)(7). In my opinion, 3M may omit the Proposal from its proxy materials pursuant to paragraph (c)(7) of Rule 14a-8 because it deals with a matter relating to the conduct of the ordinary business operations of 3M. The Commission has stated that the Rule 14a-8(c)(7) exclusion would be available for proposals that deal with matters that are mundane in nature and relate to the every day management of corporate affairs and which do not involve substantial policy or other considerations (Release 34-12999, November 22, 1976, and Release 34-20091, August 16, 1983).

The Staff of the Commission has issued numerous no-action letters which recognize that matters dealing with employee benefits generally are matters relating to the conduct of ordinary business operations and, consequently, excludable under Rule 14a-8(c)(7). See, e.g., USX Corporation (January 26, 1990); Texaco Inc. (February 3, 1989); Gulf States Utilities Company (November 1, 1988); and Eastman Kodak Company (February 29, 1988).

Furthermore, the Staff has repeatedly determined that proposals dealing specifically with health care benefits under employee benefit plans relate to the conduct of the ordinary business operations of the registrant and are, therefore, excludable under the provisions of Rule 14a-8(c)(7). See Chemical Banking Corporation (January 24, 1990); General Motors Corporation (March 17, 1989); Ford Motor Company (March 3, 1989); Wisconsin Energy Corporation (January 10, 1989; International Business Machines Corporation (February 19, 1987); and The Journal Company (May 3, 1983).

The immediate Proposal, in its entirety, is directed at and reflects upon the provisions made by 3M for employee health care under its employee benefit plans. The issue of 3M's position on national health care reforms does not diffuse, or place on a grander scale, the central subject matter of the Proposal, employee health care benefits under 3M's employee benefit plans.

Indeed, the Staff has previously determined that the mere assertion that a proposal involving employee health care benefits touches upon larger societal issues does not alter the basic nature of how the proposal impacts the registrant, i.e. its employee benefit plans which are matters dealing with ordinary business operations. In the file relating to the staff's no-action response to International Business Machines (February 19, 1987), the proponent argued that the extension of employee health care benefits to cover the costs of abortions raised significant moral and societal issues which, in turn, meant that this proposal was not a matter of "ordinary" business operations. The Staff disagreed with this argument and permitted the registrant to omit the proposal upon the basis of Rule 14a-8(c)(7), because the proposal dealt with employee benefits, a matter of ordinary business operations.

To the extent that issues of national health care reform relate in any manner to 3M and its operations, the relationship focuses on the employee benefits extended under plans adopted by 3M as an employer and health care provider. It is, therefore, my opinion that 3M may omit the Proposal from its proxy materials for the 1991 Annual Meeting pursuant to paragraph (c)(7) of Rule 14a-8.

Furthermore, for the foregoing reasons, 3M is of the view that it may properly omit the Proposal submitted by the Proponent. 3M respectfully requests that the Division of Corporation Finance concur that the Proposal may be omitted from the proxy statement.

A copy of this letter and its enclosures along with a cover letter notifying the Proponent of 3M's intention to omit the Proposal from the proxy statement has been sent by certified mail return receipt requested to the Proponent as set forth above.

We shall look forward to your response. If you should have any questions or need additional information, please feel free to contact me at 612 - 733-7643.

Yours truly,

Roger P. Smith

Enclosures

c: Sigurd Lucassen, Chairman
United Brotherhood of Carpenters
General Officers' Pension Fund

INQUIRY LETTER 2

UNITED BROTHERHOOD OF CARPENTERS
101 CONSTITUTION AVE., N.W.
WASHINGTON, D.C. 20001

Arlo D. Levi
Minnesota Mining and Manufacturing
3M Center
Building 220-14W
St. Paul, MN 55144

RE: Submission of Shareholder Proposal

Dear Mr. Levi:

On behalf of the United Brotherhood of Carpenters General Officers' Pension Fund ("Fund"), I hereby submit the enclosed shareholder proposal for inclusion in the Minnesota Mining and Manufacturing ("Corporation") proxy statement to be circulated to Corporation shareholders in conjunction with the next annual meeting of shareholders in 1991. The proposal relates to the preparation of a special report regarding various health care issues and is submitted under Rule 14(a)-8 (Proposals of Security Holders) of the U.S. Securities and Exchange Commission's proxy regulations.

The Fund is the beneficial holder of 1,500 shares of the corporation's common stock, held continuously since it was purchased on November 4, 1986. The record holder of the stock held by the Fund, will provide the appropriate verification of the Fund's beneficial ownership by separate letter.

Either the undersigned or a designated representative will present the proposal for consideration at the annual meeting of shareholders.

Should you decide to adopt the provisions of the proposal as corporate policy we will ask that the proposal be withdrawn from consideration at the annual meeting.

Sincerely,

Sigurd Lucassen
Fund Chairman

SHAREHOLDER RESOLUTION ON HEALTH CARE

WHEREAS:
Minnesota Mining & Manufacturing Inc. (The "Company") is concerned with remaining competitive in the domestic and world marketplace, acknowledging the positive relationship between the health and well being of its employees and productivity, and the resulting effect on corporate growth and financial stability; and

WHEREAS:
Sustained double-digit increases in health care costs have put severe financial pressure on a company attempting to continue to provide adequate health care for its employees and their dependents; and

WHEREAS:
The Company has a societal obligation to conduct its affairs in a way which promotes the health and well being of all; Be it therefore

RESOLVED:
That the shareholder request the Board of Directors prepare a special report for the Board and shareholder which should cover the following points related to the Company's health care benefits program:

1. the total costs associated with providing health care benefits;

2. historical trends of health care costs as a percent of operating profits;

3. the accessibility of health care coverage (basic and optional plans) by various employee groups (i.e., exempt, non-exempt, hourly or salaried, part-time, temporary, etc.) and the extent to which these groups are covered or participate;

4. an analysis of the extent to which company health care costs are increasing due to cost shifting from government and cross subsidization of employers not doing their fair share by providing health care to employees;

5. an assessment of whether the company is getting value for their health care investment;

6. an evaluation of the impact of a representative cross section of the various health care reform proposals being considered by national policy makers on the company and their competitive standing in domestic and international markets (Examples of such proposals include the American Medical Association, the Canadian plan, the Enthoven Plan, the National Leadership Commission, the Committee for National Health Insurance, the Physicians for a National Health Program, the American College of Physicians, the HIAA, the Pepper Commission, the AFL-CIO National Health Care Reform principles. These various proposals can be grouped in three generic categories; the single payor model (as in the Canadian plan), the limited payor (as in the Pepper Commission Report) and the employer mandated (as in the Kennedy-Waxman legislation).); and

7. this report should be prepared in a reasonable time, at a reasonable cost and should be made available to any shareholder on written request.

SUPPORTING STATEMENT

Our nation is now at a crossroads on health care. because of cutbacks in public programs, jobs that offer no benefits and efforts by employers to shift health care costs to workers, 50 million American have health care coverage that is inadequate to meet their needs and another 37 million have no protection at all.

The United States spends $2 billion a day, or eleven percent of its gross national product, on health care. As insurance premiums increase 18 to 30 percent a year, basic health care has moved well beyond the reach of a growing number of working families. This increase also places heavy pressure on employer labor costs. there is no end in sight to this trend.

As a result and because of the significant social and public policy issues attendant to operations involving health care, we urge shareholders to SUPPORT the resolution.

INQUIRY LETTER 3

UNITED BROTHERHOOD OF CARPENTERS AND JOINERS OF AMERICA
101 CONSTITUTION AVE., N.W.
WASHINGTON, D.C. 20001

January 29, 1991

HAND DELIVERED

Securities and Exchange Commission
Division of Corporation Finance
450 Fifth Street N.W.
Washington, D. C. 20549

RE: Shareholder Proposal Submitted by United
Brotherhood of Carpenters General Offi-
cers' Pension Fund to Minnesota Mining
and Manufacturing Company

Dear Sir or Madam:

The United Brotherhood of Carpenters General Officers' Pension Fund (the "Fund") has submitted a shareholder proposal (the "Proposal") to Minnesota Mining and Manufacturing Company (the "Company" or "3M"), pursuant to its rights under Rule 14a-8 (Proposals of Security Holders) of the Commission's proxy regulations. By letter dated December 21, 1990, the Company has requested that the Commission staff not recommend any enforcement action if the Company excludes the Proposal from its 1991 Proxy Statement. The Company's argument for omitting the Proposal is without merit.

The Proposal Is Not Excludable Under Rule 14a-8(c)(7)

The Company's purported basis for excluding the Fund's Proposal is Rule 14a-8(c)(7), which allows the omission of shareholder proposals that "deal with a matter relating to the conduct of the ordinary business operations of the registrant." The Company's argument seems to be that any proposal - no matter what its nature - with any connection to an employee benefit plan is excludable. The Company's logic suggests that if a proposal merely mentions an employee benefit the proposal is automatically excludable. Although many proposals involving modifications or reinstatement of employee benefits to an individual or category of employees have been determined to be excludable under Rule 14a-8(c)(7), the mere mention of an employee benefit in a proposal does not render the proposal excludable. The test, rather, is whether the proposal involves substantial corporate policy considerations that go beyond the conduct of the Company's ordinary business operations. That test is met here.

The Fund's Proposal does not deal with a routine or mundane matter concerning the establishment, negotiation, modification or administration of an employee benefit plan. Rather, the Proposal requires the Company's Board of Directors to prepare a special report evaluating the impact of different types of health care reform proposals currently under review by national policy makers. This study would be an extraordinary response necessitated by a national crisis potentially affecting this Company's competitiveness. Neither the act of requiring the evaluation nor the subject matter to be evaluated can be characterized as an ordinary or mundane business matter. The study sought would benefit both the Company's directors and shareholders by enabling them to evaluate the main types of reform proposals and to take whatever steps are permissible under the corporate charter and state law to protect its employees and shareholders. The proposed study would provide the basis for informed corporate decisionmaking with respect to an issue of urgent national concern and corporate policy.

The Fund's Proposal is comparable to the shareholder proposal in Pacific Telesis Group (available February 2, 1989) requesting the establishment of a plant closure committee. In that case, the Office of Chief Counsel reversed its previous position that proposals dealing with plant closures were generally excludable under 14a-8(c)(7), explaining:

In light of recent developments, including heightened state and federal interest in the social and economic implications of plant closing and relocation decisions, the staff has reconsidered its position with respect to the applicability of Rule 14a-8(c)(7) to proposals dealing generally with the broad social and economic impact of plant closings or relocations. It is the Division's view that such proposals, including the one that is the subject of the Company's letter, involve substantial corporate policy considerations that go beyond the conduct of the Company's ordinary business operations. Accordingly, we do not believe that the Company may rely on Rule 14a-8(c)(7) as a basis for omitting the proposal from its proxy material.

That is not to say that any proposal dealing with plant closures must be included. Shareholder proposals with a narrower focus than the Pacific Telesis proposal (for example, those concerning the amount of notice or severance pay to be given employees of a particular plant slated for closure) would presumably still be excludable. However, where the focus is on broader policy, as is true of the Fund's Proposal here, it should not be excludable under Rule 14a-8(c)(7). Just as the company in Pacific Telesis could not rely on Rule 14a-8(c)(7) to exclude a shareholder proposal concerning the broad social and economic impact of plant closures, the Company here cannot rely on Rule 14a-8(c)(7) to support exclusion of our Proposal concerning the broad social and economic impact of the current national health care crisis.

Moreover, in Pacific Telesis, the Commission explained that "heightened state and federal interest in the social and economic implications of plant closing and relocations" had influenced its decision to require inclusion of shareholder proposals dealing broadly with plant closures. Those considerations have even more weight here. Clearly, there are few areas of domestic concern currently given more attention by federal and state policymakers than the need for health care reform. Our Proposal - which would require the Company to come to grips with this situation - could not be more relevant or timely.

The Proposal Is Not Excludable Under Exchange Release No. 20091

The Fund's Proposal is not excludable under Exchange Act Release No. 20091, August 16, 1983 on the basis that it calls for a study. The Commission's policy, as we understand it is not that all proposals calling for studies or reports are excludable; rather, the Commission determines whether the subject matter of the report involves a matter of ordinary business. As explained above, the substance of the proposed study here is hardly ordinary business. Instead, the study would concern matters outside the Company's ordinary filed of vision -- an evaluation of national health care policy and the impact of various reform alternatives on this Company.

Conclusion

The ever-spiraling costs of health care arguably threaten this Company's competitiveness. Some of the national reform proposals have the potential to dramatically affect how this Company does business and its ability to compete. A study of this urgent situation is not "business as usual." The need to understand the health care situation and the reform proposals in order to formulate a corporate response clearly involves substantial policy considerations that render Rule 14a-8(c)(7) inapplicable.

Wherefore, on behalf of the United Brotherhood of Carpenters General Officers' Pension Fund, I respectfully request that the Division not concur with the Company's request to permit exclusion of the Proposal from its 1991 Proxy Statement. Six copies of this letter and the Proposal are being filed with the Commission and a copy has been forwarded to the Company. Should the Division have any questions, please call me at 202/546-6206.

Very truly yours,

Shannan M. Kane
Staff Attorney

SMK/mkd

CC: Roger P. Smith, Asst. General Counsel
Minnesota Mining & Mfg. Co.

STAFF REPLY LETTER

FEB 6 1991

RESPONSE OF THE OFFICE OF CHIEF COUNSEL
DIVISION OF CORPORATION FINANCE

Re: Minnesota Mining and Manufacturing Company (the "Company")
Incoming letter dated December 21, 1990

The proposal involves providing a report concerning determinations made by the Company with respect to health-care benefits.

There appears to be some basis for your view that the proposal may be excluded pursuant to rule 14a-8(c)(7). That provision allows the omission of a proposal that "deals with a matter relating to the conduct of the ordinary business operations of the registrant." In reaching a position, the staff notes your position that decisions relating to the selection and evaluation of employee health and welfare plans are matters involving the Company's ordinary business operations. Accordingly, the division will not recommend enforcement action to the Commission if the proposal is omitted from the Company's proxy materials.

Sincerely,

John C. Brousseau
Special Counsel