Securities Lawyer's Deskbook                          published by The University of Cincinnati College of Law

Rule 14c-2 -- Distribution of Information Statement

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1. 
   
   1. In connection with every annual or other meeting of the holders of the class of securities registered pursuant to section 12 of the Act or of a class of securities issued by an investment company registered under the Investment Company Act of 1940 that has made a public offering of securities, including the taking of corporate action by the written authorization or consent of security holders, the registrant shall transmit to every security holder of the class that is entitled to vote or give an authorization or consent in regard to any matter to be acted upon and from whom proxy authorization or consent is not solicited on behalf of the registrant pursuant to section 14(a) of the Act:
      
      
      1. A written information statement containing the information specified in Schedule 14C (Rule 240.14c-101);
         
         
      2. A publicly-filed information statement, in the form and manner described in § 240.14c-3(d), containing the information specified in Schedule 14C (Rule 240.14c-101); or
         
         
      3. A written information statement included in a registration statement filed under the Securities Act of 1933 on Form S-4 or F-4 (Rule 239.25 or Rule 239.34 of this chapter) or Form N-14 (Rule 239.23 of this chapter) and containing the information specified in such Form.
         
         
   2. Notwithstanding paragraph (a)(1) of this section:
      
      
      1. In the case of a class of securities in unregistered or bearer form, such statements need to be transmitted only to those security holders whose names are known to the registrant; and
         
         
      2. No such statements need to be transmitted to a security holder if a registrant would be excused from delivery of an annual report to security holders or a proxy statement under Rule 240.14a-3(e)(2) if such section were applicable.
         
         
2. The information statement shall be sent or given at least 20 calendar days prior to the meeting date or, in the case of corporate action taken pursuant to the consents or authorizations of security holders, at least 20 calendar days prior to the earliest date on which the corporate action may be taken.
   
   
3. If a transaction is a roll-up transaction as defined in Item 901(c) of Regulation S-K and is registered (or authorized to be registered) on Form S-4 or Form F-4, the information statement must be distributed to security holders no later than the lesser of 60 calendar days prior to the date on which the meeting of security holders is held or action is taken, or the maximum number of days permitted for giving notice under applicable state law.
   
   
4. A registrant may transmit an information statement to security holders pursuant to paragraph (a) of this section by satisfying the requirements set forth in Rule 240.14a-16; provided, however, that the registrant may revise the information required in the Notice of Internet Availability of Proxy Materials to reflect the fact that the registrant is not soliciting proxies for the meeting. This paragraph (d) provides a non-exclusive alternative by which a registrant may transmit an information statement pursuant to paragraph (a) of this section to a security holder. This paragraph (d) does not affect the availability of any other means by which a registrant may transmit an information statement pursuant to paragraph (a) of this section to a security holder.

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