Company Name: E. I. du Pont de Nemours and Co.
Public Availability Date: January 14, 2008
Document Sections:
INQUIRY LETTER
INQUIRY LETTER
INQUIRY LETTER
INQUIRY LETTER
APPENDIX
STAFF REPLY LETTER
[INQUIRY LETTER]
January 11, 2008
VIA: FEDERAL EXPRESS
U.S. Securities and Exchange Commission
Division of Corporation Finance
Office of Chief Counsel
100 F Street, N.E.
Washington, D.C. 20549
Re: E. I. DU PONT DE NEMOURS AND COMPANY PROXY STATEMENT2008 ANNUAL MEETING
PROPOSAL BY INTERNATIONAL BROTHERHOOD OF DUPONT WORKERS
Ladies and Gentlemen:
I am writing on behalf of E. I. du Pont de Nemours and Company, a Delaware
corporation ("DuPont"), to respectfully withdraw our request for no action
relief with respect to the above-referenced shareholder proposal, which was
filed with your office on December 27, 2007, pursuant to Rule 14a-8(j) under the
Securities Exchange Act of 1934, as amended. A copy of that request is enclosed
for your convenience.
DuPont has agreed to include a revised proposal and supporting statement in its
2008 Annual Meeting Proxy Statement ("Proxy") to be distributed by DuPont in
connection with its 2008 annual meeting of shareholders. I have enclosed a
statement from the shareholder that he accepts such revisions.
If you have any questions or require additional information, please contact me
at (302) 774-0205.
Respectfully submitted,
/s/
Erik T. Hoover
Senior Counsel
Enclosures
cc: Jim Flickinger, President, International Brotherhood of DuPont Workers (w/
encl)
Kenneth Henley, General Counsel, International Brotherhood of DuPont Workers
(w/encl)
[INQUIRY LETTER]
December 27, 2007
VIA: HAND DELIVERY
U.S. Securities and Exchange Commission
Division of Corporation Finance
Office of Chief Counsel
100 F Street, N.E.
Washington, D.C. 20549
Re: E. I. DU PONT DE NEMOURS AND COMPANY PROXY STATEMENT2008 ANNUAL MEETING
PROPOSAL BY INTERNATIONAL BROTHERHOOD OF DUPONT WORKERS
Ladies and Gentlemen:
This statement and the accompanying materials are submitted on behalf of E. I.
du Pont de Nemours and Company ("DuPont") pursuant to the provisions of Rule
14a-8 of the Securities Exchange Act of 1934. In DuPont's view, portions of the
supporting statement to the shareholder proposal submitted by the International
Brotherhood of DuPont Workers ("IBDW") may be properly omitted from DuPont's
proxy statement for the reasons set forth in the attached letter. I request that
the staff not recommend any enforcement action if the identified portions of the
supporting statement to the proposal are so omitted. By copy of this statement
and the attached letter, the IBDW is being notified of DuPont's intention to
omit portions of the supporting statement to its shareholder proposal from
DuPont's proxy materials for the 2008 Annual Meeting.
If you have any questions or require additional information, please contact me
at (302) 774-0205 or my colleague, Mary Bowler, Corporate Secretary and
Corporate Counsel, at (302) 774-5303.
Very truly yours,
/s/
Erik T. Hoover
Senior Counsel
CWB/ETH/rtp
cc: with attachment
Jim Flickinger, President, International Brotherhood of DuPont Workers
Kenneth Henley, General Counsel, International Brotherhood of DuPont Workers
[INQUIRY LETTER]
December 27, 2007
VIA: HAND DELIVERY
U.S. Securities and Exchange Commission
Division of Corporation Finance
Office of Chief Counsel
100 F Street, N.E.
Washington, D.C. 20549
Re: E. I. DU PONT DE NEMOURS AND COMPANY PROXY STATEMENT2008 ANNUAL MEETING
PROPOSAL BY INTERNATIONAL BROTHERHOOD OF DUPONT WORKERS
I am writing on behalf of E. I. du Pont de Nemours and Company, a Delaware
corporation ("DuPont"), pursuant to Rule 14a-8(j) under the Securities Exchange
Act of 1934, as amended, to respectfully request that the Staff of the Division
of Corporate Finance (the "Staff") of the Securities Exchange Commission concur
with DuPont's view that, for the reasons stated below, portions of the
supporting statement to the shareholder proposal (the proposal and supporting
statement together, the "Proposal") submitted by the International Brotherhood
of DuPont Workers ("IBDW") may properly be omitted from its 2008 Annual Meeting
Proxy Statement ("Proxy") to be distributed by DuPont in connection with its
2008 annual meeting of shareholders.
Pursuant to Rule 14a-8(j)(2), I am enclosing six copies of this letter and the
IBDW's letter transmitting the Proposal. A copy of this letter is also being
sent to the IBDW as notice of DuPont's intent to omit portions of the Proposal
from the Proxy.
The Proposal requests DuPont's Board of Directors to "consider the following
nonbinding proposal: That it create a committee, with members drawn from the
employee work force of DuPont, the union leadership of DuPont, the management of
DuPont, and any necessary independent consultants, to report to the Board of
Directors regarding (1) the impact to communities as a result of DuPont's action
in laying off mass numbers of employees, selling its plants to other employers,
and closing its plants and (2) alternatives that can be developed to help
mitigate the impact of such actions in the future."
The proposal is attached as Exhibit A. Supporting authorities cited in this
letter are attached, in relevant part, as Exhibit B.
Portions of the Proposal are False and Misleading. Rule 14a-8(i)(3).
Under Rule 14a-8(i)(3), a proposal may be omitted from
the registrant's proxy materials if it "is contrary to any of the Commission's
proxy rules, including 240.14a-9, which prohibits materially false or
misleading statements in proxy soliciting materials." The Staff has recognized
that "reliance on Rule 14a-8(i)(3) to exclude or modify a statement may be
appropriate where the company demonstrates objectively that a factual statement
is materially false or misleading." See Staff Legal Bulletin No. 14B (Sept. 15,
2004).
Portions of the Proposal are materially false and misleading because of certain
mistakes of fact. The first paragraph of the supporting statement to the
Proposal states that total "U.S. employment has been cut by over 2/3 during [the
last 10 years], from over 90,000 to just over 30,000." In fact, as of December
31, 1996 DuPont employed approximately 55,000 individuals in the U.S., compared
to approximately 33,000 as of December 31, 2006. Moreover, the Proposal fails to
reflect two major divestitures during that same time period. In 2004, DuPont
sold its INVISTA business to Koch Industries, Inc. The INVISTA divestiture
involved approximately 16,000 U.S. employees. In 1999, DuPont completed the sale
of its interest in Conoco Inc. The Conoco divestiture involved approximately
9,300 U.S. employees. Adjusting for the INVISTA and Conoco divestitures, in
which employees were subsequently employed by the buyer, total U.S. employment
over the past decade was largely unchanged.
The proponent submitted a substantially similar proposal for the 2000 Annual
Meeting. In the supporting statement to that proposal, the proponent made the
following statement: "US employment has been cut virtually in half over the past
decade, from about 100,000 to just over 50,000." The Staff, in its response to
DuPont's request for no-action relief, required that such statement be omitted
or revised so that it did not reflect the Conoco divestiture. See E. I. du Pont de Nemours and Company (available March 6, 2000).
The second and third paragraphs of the Proposal state: "Employees who lost their
jobs as a result of these actions had often been with DuPont for many years.
Yet, despite their many years of loyal service to DuPont, they were almost never
offered or even considered for employment at other DuPont facilities. A current
example of this practice is how the employees of the Louisville DuPont facility
have been treated. The Louisville business is being closed with the equipment
being relocated to a DuPont plant in Louisiana, yet virtually none of the
employees from Louisville has been offered employment there."
The foregoing statement is materially misleading because DuPont has a practice
with every situation that involves a reduction in plant personnel or plant
closure of ensuring that employees are aware of other employment opportunities
within DuPont. Moreover, the Proposal fails to distinguish between two distinct
operations at the Louisville site, DPE and Louisville Works. DPE was originally
a joint venture with The Dow Chemical Company called DuPont Dow Elastomers,
started in 1996, which made Neoprene (at the Louisville site) among other
products. The joint venture ended in 2005 and the name was changed to DuPont
Performance Elastomers, which became a wholly-owned subsidiary of DuPont.
Louisville Works makes FREON22 among other products. Although DPE operations
will cease, its employees were offered the opportunity to apply for positions at
DuPont's Louisiana site, to where the DPE operations were relocated. New
equipment was purchased and placed into operation at the Louisiana site.
Louisville Works remains in operation, producing fluoroproducts.
The seventh paragraph states that: "DuPont has concluded that it often has no
option but to close or downsize a plant. And even when it simply sells the
plant, rather than closing it, the new employer often comes in and does the
downsizing for DuPont. This has happened at many of DuPont's former fibers
facilities, including one in Waynesboro, Virginia that went from 1,000 employees
to less than 500 employees in just one year."
The Proposal is materially misleading because it implies that when DuPont sells
a facility and a reduction in force is implemented by the buyer after the sale,
the buyer is acting on behalf of DuPont. In reducing the workforce after the
closing of a transaction, the buyer is not acting on behalf of DuPont. To
illustrate using the example set forth in the Proposal, the Waynesboro, VA
facility was sold as part of the INVISTA divestiture. Employees at that site
were offered employment with the buyer. The cited reduction in force at the
Waynesboro facility occurred after the closing of the INVISTA sale and resulted
from independent business decisions made by the buyer.
For the foregoing, reasons, the above-cited portions of the Proposal are false
and misleading and may be omitted from DuPont's 2008 Annual Meeting Proxy
Statement pursuant to Rule 14a-8(i)(3).
If you have any questions or require additional information, please contact me
at (302) 774-0205 or my colleague, Mary Bowler, Corporate Secretary and
Corporate Counsel, at (302) 774-5303.
Very truly yours,
/s/
Erik T. Hoover
Senior Counsel
CWB/ETH/rtp
cc: with attachment
Jim Flickinger, President, International Brotherhood of DuPont Workers
Kenneth Henley, General Counsel, International Brotherhood of DuPont Workers
[INQUIRY LETTER]
October 26, 2007
Mary Bowler, Corporate Secretary
E.I. Dupont De Nemours & Co.
1007 Market Street
Wilmington, DE 19898
Re: Proxy Proposal
Dear Ms. Bowler:
The International Brotherhood of Dupont Workers (IBDW) is the owner of sixty
(60) shares of Dupont Common Stock that it has owned for more than three years.
Evidence of such ownership is attached. The IBDW intends to continue ownership
of these shares through the date of the upcoming stockholders' meeting in 2008.
I serve as the President of the IBDW.
Pursuant to 17 CFR Section 240.14a-8, I hereby request that the enclosed
stockholder proposal of the IBDW, including the resolution and statement in
support thereof, be included in the upcoming Dupont proxy statement.
I also request that if there are any legal or technical problems with this
letter or the proposal, I be contacted in a timely manner so I will be able to
make any necessary changes.
Most respectfully,
/s/
Jim Flickinger, President
cc: Kenneth Henley, IBDW General Counsel
Attachment
[APPENDIX]
STOCKHOLDER PROPOSAL ON MASS LAYOFFS, PLANT CLOSURES AND OUTRIGHT PLANT SALES
The International Brotherhood of Dupont Workers, P.O. Box 10, Waynesboro, VA,
22980, owner of 60 shares of Dupont Common Stock, has given notice that it will
introduce the following resolution and statement in support thereof.
Resolved: That the stockholders of E.I. Dupont DeNemours & Company, assembled in
annual meeting and by proxy, hereby request that the Board of Directors consider
the following nonbinding proposal: That it create a committee, with members
drawn from the employee work force of Dupont, the union leadership of Dupont,
the management of Dupont, and any necessary independent consultants, to report
to the Board of Directors regarding (1) the impact to communities as a result of
Dupont's action in laying off mass numbers of employees, selling its plants to
other employers, and closing its plants and (2) alternatives that can be
developed to help mitigate the impact of such actions in the future.
Stockholders' Statement
In just the last 10 years, Dupont has closed, sold or sharply reduced the size
of a great number of plants across the United States. As a result of these
reductions, total U.S. employment has been cut by over 2/3 during this period,
from over 90,000 to just over 30,000. Almost without exception, these plants had
been in operation for upward of 50 years and were located in rural areas where
they were a primary employer for the community.
Employees who lost their jobs as a result of these actions had often been with
Dupont for many years.
Yet, despite their many years of loyal service to Dupont, they were almost never
offered or even considered for employment at other Dupont facilities. A current
example of this practice is how the employees of the Louisville Dupont facility
have been treated. The Louisville business is being closed with the equipment
being relocated to a Dupont plant in Louisiana, yet virtually none of the
employees from Louisville has been offered employment there.
As for any pension the laid off employees were entitled to, that amount was
dramatically reduced by 5% for each year they were under 58 years of age with
less than 27 years of service.
This combination of job loss and pension reduction can be devastating for the
community in which the plant was located. Just as an example, at a Dupont plant
in Martinsville, Virginia the work force was reduced from over 600 employees to
a skeleton staff of about 60 employees. The overall loss to this rural community
has been estimated at over $20 million each and every year.
There are other, equally substantial costs to the community. Where Dupont has
closed its plants, there often are environmental issues that have made it
difficult for the site to be put to any real productive use. The buildings
simply remain (with the Dupont logo removed, of course), undergoing gradual
deterioration. Think about itwould you like to live or run a business near a
vacated Dupont factory? Would anyone?
Dupont has concluded that it often has no option but to close or downsize a
plant. And even when it simply sells the plant, rather than closing it, the new
employer often comes in and does the downsizing for Dupont. This has happened at
many of Dupont's former fibers facilities, including one in Waynesboro, Virginia
that went from 1,000 employees to less than 500 employees in just one year.
For this reason, it is important that attention be paid to the impact of these
actions on the communities in which the plants are located and how best to
mitigate their impact. This is particularly true given the close relationship
between Dupont and the communities where it has been operating for so many
years.
If you AGREE, please mark your proxy FOR this resolution.
[STAFF REPLY LETTER]
January 14, 2008
Erik T. Hoover
Senior Counsel
E. I. du Pont de Nemours and Company
DuPont Legal, D8048-2
1007 Market Street
Wilmington, DE 19898
Re: E. I. du Pont de Nemours and Company
Dear Mr. Hoover:
This is in regard to your letter dated January 11, 2008 concerning the
shareholder proposal submitted by the International Brotherhood of Dupont
Workers for inclusion in DuPont's proxy materials for its upcoming annual
meeting of security holders. Your letter indicates that DuPont will include the
proponent's revised proposal in its proxy materials, and that DuPont therefore
withdraws its December 27, 2007 request for a no-action letter from the
Division. Because the matter is now moot, we will have no further comment.
Sincerely,
/s/
William A. Hines
Special Counsel
cc: Jim Flickinger
President
International Brotherhood of Dupont Workers
P.O. Box 10
Waynesboro, VA 22980
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