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Mail Stop 0303
March 30, 2005
By facsimile (206) 623-7022 and U.S. Mail
William Gleeson
Preston Gates Ellis LLP
925 Fourth Avenue Suite 2900
Seattle, Washington 98104-1158
RE: Alaska Air Group, Inc.
Preliminary Proxy Statement on Schedule 14A
File No. 001-08957
Filed March 23, 2005
Dear Mr.Gleeson:
We have reviewed your filing and have the following
comments. Where indicated, we think you should revise your document
in response to these comments. If you disagree, we will consider your
explanation as to why one or more of our comments are inapplicable
or a revision is unnecessary. Please be as detailed as necessary in
your explanation. In some of our comments, we may ask you to
provide us with supplemental information so we may better understand
your disclosure. After reviewing this information, we may or may not
raise additional comments.
Please understand that the purpose of our review process is
to assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects. We welcome
any questions you may have about our comments or on any other
aspect of our review. Feel free to call us at the telephone number
listed at the end of this letter.
General
1. We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be certain that they have provided all of the information investors
require. Since the company and its management are in possession
of all facts relating to a company`s disclosure, they are responsible
for the accuracy and adequacy of the disclosures they have made.
In connection with responding to our comments, please
provide, in writing, a statement from the company acknowledging that:
* the company is responsible for the adequacy and accuracy of the
disclosure in the filings;
* staff comments or changes to disclosure in response to staff
comments in the filings reviewed by the staff do not foreclose the
Commission from taking any action with respect to the filing; and
* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.
In addition, please be advised that the Division of Enforcement
has access to all information you provide to the staff of the Division
of Corporation Finance in our review of your filing or in response to
our comments on your filing.
Letter to Stockholders
2. Revise your disclosure to state that the execution of your
proxy card will revoke any previously executed proxies. Clarify
that shareholders may revoke previously executed proxies by voting
in person at the meeting.
Annual Meeting Information
3. We note that the record date for the annual meeting is March
18, 2005. Please tell us when you sent the notice required by Rule
14a-13, and confirm your understanding that the cards must be sent
at least 20 business days prior to the record date.
Questions and Answers, page 3
Why am I receiving this annual meeting information and proxy? Page
3
4. We note your disclosure concerning shareholders who own
their shares through a brokerage, trust, or similar account. Disclose
what steps these shareholders will need to take in order to vote.
You may vote on the Internet, page 3
5. Revise this disclosure to clarify for shareholders that if
they vote on the Internet, but wish to change their vote with a later,
written proxy card, or by voting in person at the meeting, they
are entitled to do so.
You may vote by phone, page 3
6. Please advise us as to how you plan on verifying that any
person from whom you have received a telephone or internet proxy
has previously been furnished with a proxy statement. See Rule
14a-3(a).
What if I change my mind after I submit my proxy? Page 3
7. It is not clear to us how a telephonic vote may super cede a
previously executed written proxy. Please revise or advise.
What about Broker Non-Votes?
8. Advise us of the reasons that the company is not able to
determine whether the election is "contested" for purposes of the
NYSE rules. Please be advised that you will need to include
disclosure concerning the nature of the election prior to
finalizing your proxy statement. In addition, advise us, with a
view toward disclosure, whether a NYSE determination that this
election is contested will prohibit or otherwise limit the company`s
ability to solicit and/or accept votes by telephone or the internet
under other NYSE rules.
How many votes must each of the stockholder proposals receive in
order to pass?
9. We note your disclosure that the board has determined
Proposals 2 through 6 would violate Delaware law. This determination
calls for a legal conclusion in each case. Please furnish the name of
the legal counsel on whose opinion you are relying, and provide their
full legal analysis of why each separate proposal is not
consistent with Delaware law. State whether counsel has consented to
the use of its name. If counsel has not been engaged for this purpose,
revise the document to make clear the Board of Directors has reached its
determination in the absence of an opinion from legal counsel.
Director Nomination Policy
10. Item 7(d)(1)(ii)(E) requires disclosure of the nominating
committee`s policies with respect to consideration of nominees
proposed by stockholders. Please include a substantive
description of the relevant bylaw section in your disclosure, rather
than a generic reference to the section and an expression of willingness
to furnish shareholders with a copy on request.
11. Move the definition of "Qualified Stockholders" up to the
first place it appears in your document to facilitate the reader`s
understanding of the term.
12. Statements of opinion or belief should be clearly
characterized as such, and a reasonable basis must exist for each
opinion or belief. Support for statements of opinion or belief
should be self-evident, disclosed in the proxy statement, or
provided to the staff on a supplemental basis. Revise the proxy
statement to ensure that statements of opinion or belief have not been
improperly characterized as statements of fact. In addition, please
address the following non-exhaustive list of examples by providing
support:
* "Without a rights plan the Board would lose an important
bargaining tool in negotiating a transaction with a potential acquirer
or pursuing a potentially superior alternative to a hostile takeover
offer."
* "...the Company believes there is substantial empirical evidence
that a stockholder rights plan may better position a board of
directors to achieve the best result for all stockholders in the
event there is a bid for the Company."
* "the Board believes that the support by directors of the special
interests of the constituencies that elected them [by the proposed
cumulative voting] could create partisanship and divisiveness
among Board members and impair the Board`s ability to operate
effectively as a governing body, to the detriment of the Company`s
stockholders."
Proxy Card
13. Please revise your proxy card to clearly mark it as
"preliminary".
14. Please confirm that you will not use discretionary
authority conferred with the proxies to vote upon matters that have
come to your attention a reasonable time before the meeting. See
Rule 14a-4(c).
15. Revise each of the stockholder proposals to provide a
clearly designated box, identical to those provided for proposal 1,
so that stockholders may choose for, against or abstain for each
proposal.
Closing Comments
Please revise the filing in response to these comments.
Provide a cover letter keying your responses to these comments,
and file that letter electronically. Please provide any requested
supplemental information. If you believe that complying with the
comments is not appropriate, tell us why in your letter. We may
have comments after reviewing your revised materials and your
responses.
Please direct questions to me at (202) 942-1762.
Sincerely,
Julia E. Griffith
Special Counsel
Office of Mergers and Acquisitions