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Preliminary Proxy Statement
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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Definitive Proxy Statement
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x
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Definitive Additional Materials
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Soliciting Material Pursuant to §240.14a-12
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No fee required.
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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
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(1)
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Title of each class of securities to which transaction applies: N/A
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Aggregate number of securities to which transaction applies: N/A
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(3)
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Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): N/A
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(4)
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Proposed maximum aggregate value of transaction: N/A
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(5)
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Total fee paid: N/A
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Fee paid previously with preliminary materials. N/A
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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
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(1)
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Amount Previously Paid: N/A
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(2)
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Form, Schedule or Registration Statement No.: N/A
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Filing Party: N/A
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Date Filed: N/A
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May 5, 2011
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RE:
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KCI’s Exclusion of the Chevedden Shareholder Proposal from 2011 Proxy Statement
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Mailing:
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Corporate:
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Manufacturing:
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Box 659508
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8023 Vantage Drive
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4958 Stout Drive
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San Antonio, Texas 78265-9508
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San Antonio, Texas 78230-4726
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San Antonio, Texas 78219-4334
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1-800-275-4524 / FAX (210) 255-6995
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(210) 524-9000
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(210) 225-5500
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•
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a letter from RTS purporting to establish Chevedden’s eligibility to make a Rule 14a-8 proposal is not sufficient proof of ownership under Rule 14a-8;
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•
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the decision in Apache is applicable and persuasive;
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and that “KBR may exclude Chevedden’s proposal from its proxy statement.”
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•
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Chevedden submitted a shareholder proposal accompanied by a letter from RTS purporting to verify Chevedden’s share ownership;
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•
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the company in receipt of the shareholder proposal sent Chevedden a deficiency notice pursuant to Rule 14a-(8)(f) informing Chevedden that neither RTS nor Chevedden was a record holder and that Rule 14a-8
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required proof of ownership from a record holder (the deficiency letters also noted, respectively, that RTS did not appear to be a “custodial institution” (in the case of the KBR deficiency letter) and that RTS is not an introducing broker (in the case of KCI’s deficiency letter));
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||
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Chevedden replied to the deficiency letters arguing, based on the SEC’s no-action response in The Hain Celestial Group, Inc. (Oct. 1, 2008), that a letter from RTS was sufficient proof of ownership pursuant to Rule 14a-8; and
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•
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Chevedden did not submit any other proof of ownership to either company, which he had ample time to do under prescribed SEC rules.
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Very truly yours,
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/s/ John Bibb
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John Bibb
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Senior Vice President, General Counsel
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cc:
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Dan Burch, Mackenzie Partners
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Marc Goldstein, ISS Governance Services
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