Company Name: Family Dollar Stores, Inc.
Public Availability Date: November 20, 2007
Document Sections:
INQUIRY LETTER
APPENDIX
INQUIRY LETTER
[INQUIRY LETTER]
November 9, 2007
BY EMAIL AND EXPRESS MAIL
John W. White
Director
Division of Corporation Finance
Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
Re: Family Dollar Stores, Inc.; Shareholder Proposal submitted by New York City
Employees' Retirement System
Dear Mr. White:
The New York City Employees' Retirement System (the "Fund") requests
reconsideration by the Division of Corporation Finance (the "Division") of the
no-action letter (the "No-Action Letter") that the Staff of the Division issued
on November 6, 2007 to Family Dollar Stores, Inc. ("the Company")*. The Fund's
shareholder proposal (the "Proposal") had requested that, in light of the recent
waves of product recalls, the Company issue "a report evaluating Company
policies and procedures for systematically minimizing customers' exposure to
toxic substances and hazardous components in its marketed products." The
Proposal, on its face, relates to substantial, significant policy issues, as
confirmed by recent, well-publicized statements and actions by both the
President and Congress addressing this precise issue, described in the Fund's
October 19, 2007 letter to the Staff. Nonetheless, Staff issued the No-Action
Letter, which stated that the Company could omit the Proposal under Rule
14a-8(i)(7) because the Proposal relates to "ordinary business operations (i.e.
sale of particular products)."
As noted, with supporting examples, in Staff Legal Bulletin 14C (June 28, 2005):
To the extent that a proposal and supporting statement focus on the company
minimizing or eliminating operations that may adversely affect the environment
or the public's health, we do not concur with the company's view that there is a
basis for it to exclude the proposal under rule 14a-8(i)(7).
The Fund's Proposal seeks precisely such a report on minimizing documented
current risks to the public's health, such as those from dangerous, now-recalled
products that the Company itself has sold. As such, Staff erred in permitting
the exclusion of the Proposal under Rule 14a-8(i)(7), as ostensibly relating
merely to the "ordinary business" of "the sale of particular products."
We note further that the intense and continuing public policy interest in this
matter is underscored by the release this week of the Import Safety Plan
prepared at the direction of President Bush (available at www.importsafety.gov/report/actionplan.pdf).
The President's Plan aims at substantially the same policy objectives as the
Fund's Proposal by specifically calling on importers and retailers to increase
transparency in their operations and to commit more resources to testing
products and stemming the flow of tainted consumer products into American
households. The President's Plan confirms that the public health issue at the
heart of the Fund's Proposal goes far beyond "ordinary business."
Accordingly, we respectfully request that upon reconsideration, the Division
direct that the No-Action Letter be withdrawn, and the Company's request for
"no-action" relief denied.
Thank you for your consideration.
Sincerely,
/s/
Charles Burger
Cc: Janet G. Kelley,
Senior Vice President and General Counsel
Family Dollar Stores, Inc.
10401 Monroe Road
Matthews, NC 28105
-----FOOTNOTES-----
* The No-Action letter and the Company's and Fund's respective letters to Staff
are Exhibit A to this Request.
[APPENDIX]
APPENDIX A
Shareholder Proposal
FAMILY DOLLAR STORESPRODUCT SAFETY
(Submitted by Comptroller William C. Thompson, Jr., on behalf the [sic] board of
trustees of the New York City Employees' Retirement System.)
WHEREAS, recent reports of toxic and hazardous products imported into the US
from overseas, including toothpaste, toys, tires, pet food, and other products,
have led to increased concern among consumers, regulators, and law-makers about
the safety of many products sold by US retailers, and,
WHEREAS, Family Dollar Stores annually markets millions of dollars worth of
imported products at its over 6,300 stores in the US,
THEREFORE, BE IT RESOLVED, that shareholders request that by July 1, 2008, at
reasonable cost and omitting proprietary information, the Board publish a report
evaluating Company policies and procedures for systematically minimizing
customers' exposure to toxic substances and hazardous components in its marketed
products. This report should summarize the criteria used to evaluate such
products for safety, and include options for systematically identifying toxic
ingredients and hazardous components in stocked products and encouraging
suppliers to reduce or eliminate such materials.
SUPPORTING STATEMENT
We believe that by publishing the requested evaluation of company policies and
practices relating to product safety, the Company can help promote public trust,
minimize legal liability, protect brand reputation, and safeguard and grow its
market share. We urge you to vote your shares FOR this resolution.
[INQUIRY LETTER]
November 20, 2007
Charles Burger
Assistant General Counsel
The City of New York
Office of the Comptroller
1 Centre Street
New York, NY 10007-2341
Re: Family Dollar Stores, Inc. Incoming letter dated November 9, 2007
Dear Mr. Burger:
This is in response to your letter dated November 9, 2007 concerning the
shareholder proposal submitted to Family Dollar by the New York City Employees'
Retirement System. On November 6, 2007, we issued our response expressing our
informal view that Family Dollar could exclude the proposal for its upcoming
annual meeting. You have asked us to reconsider our position.
After reviewing the information contained in your letter, we find no basis to
reconsider our position.
Sincerely,
/s/
Jonathan A. Ingram
Deputy Chief Counsel
cc: Janet G. Kelley
Senior Vice President and General Counsel
Family Dollar Stores, Inc.
Corporate Legal Department
10401 Monroe Road
Matthews, NC 28105
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