[Federal Register Volume 60, Number 178 (Thursday, September 14, 1995)]
[Rules and Regulations]
[Pages 47691-47692]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 95-22802]
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SECURITIES AND EXCHANGE COMMISSION
17 CFR Parts 230 and 240
[Release Nos. 33-7211; 34-36199]
Confidential Treatment Rules
AGENCY: Securities and Exchange Commission.
ACTION: Final rules.
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SUMMARY: The Commission is modifying a procedural requirement
concerning the number of unredacted copies of material filed with the
Secretary of the Commission by issuers applying for a grant of
confidential treatment. This modification reduces the number of
unredacted copies from three or more copies to one copy.
EFFECTIVE DATE: October 16, 1995.
FOR FURTHER INFORMATION CONTACT: John Bernas at (202) 942-2915 or L.
Jacob Fien-Helfman at (202) 244-2997, Division of Corporation Finance,
U.S. Securities and Exchange Commission, 450 Fifth Street, NW.,
Washington, DC 20549.
SUPPLEMENTARY INFORMATION: The Commission today announces the adoption
of amendments to Rule 406 1 under the Securities Act of 1933
(``the Securities Act'') 2 and Rule 24b-2 3 under the
Securities Exchange Act of 1934 (``the Exchange Act'') 4. Each
rule is being revised for the limited purpose of reducing to one copy
the unredacted material required to accompany a request for
confidential treatment pursuant to either rule. In the case of Rule
406, the filing person is currently required to submit with the request
for confidential treatment ``as many copies of the confidential
portion, each clearly marked `Confidential Treatment,' as there are
copies of the material filed with the Commission.'' In the case of Rule
24b-2, the filing person is currently required to submit with the
request for confidential treatment ``as many copies of the confidential
portion, each clearly marked `Confidential Treatment,' as there are
copies of the material filed with the Commission and with any exchange
where such material is required to be filed.'' 5 Today's change in
Rule 406 and Rule 24b-2 reduces the number of unredacted copies that
are required to be submitted to the Secretary of the Commission with
the request for confidential treatment to one copy in all
circumstances. 6
\1\ 17 CFR 230.406.
\2\ 15 U.S.C. 77a et. seq.
\3\ 17 CFR 240.24b-2.
\4\ 15 U.S.C. 78a et. seq.
\5\ Non-EDGAR filers currently are required to file three or
more copies of filed material (See 17 CFR 229.406 and 17 CFR
240.12b-11) while EDGAR filers are required to file one copy of such
materials (See 17 CFR 232.309(b)).
\6\ In those instances when an application is denied, a prior
grant revoked, or the information otherwise made public, the staff
practice is to request that the applicant amend the initial filing
to disclose the previously redacted information by contemporaneously
filing the required number of copies without redactions.
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It is anticipated that these revisions will reduce the volume of
paper processed and discarded by the Staff without reducing the
Division's ability to process filings. This reduction should also
increase security for confidential materials since the staff would
handle only one unredacted copy. These revisions do not change the
number of redacted copies of the materials required to be filed with
the Commission's file desk.
These amendments relate solely to ``agency organization, procedure
or practice.'' Consequently, their promulgation is not subject to the
notice and comment requirements of the Administrative Procedures Act;
7 similarly, this rule making is not subject to the requirements
of the Regulatory Flexibility Act.8
\7\ 5 U.S.C. 553(b).
\8\ 5 U.S.C. 603, 604.
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Statutory Basis
The amendments are being adopted pursuant to Section 19 of the
Securities Act and Section 23 of the Exchange Act.
List of Subjects in 17 CFR Parts 230 and 240
Registration requirements; Reporting and recordkeeping
requirements; Confidential treatment; Securities.
Text of the Amendment
In accordance with the foregoing, Title 17, Chapter II of the Code
of Federal Regulations is amended as follows:
[[Page 47692]]
PART 230--GENERAL RULES AND REGULATIONS, SECURITIES ACT OF 1933
1. The authority citation for Part 230 continues to read, in part,
as follows:
Authority: 15 U.S.C. 77b, 77f, 77g, 77h, 77j, 77s, 77sss, 78c,
78l, 78m, 78n, 78o, 78w, 78ll(d), 79t, 80a-8, 80a-29, 80a-30, and
80a-37, unless otherwise noted.
* * * * *
2. By amending Sec. 230.406 by revising paragraphs (b)(1) and
(b)(3), to read as follows:
Sec. 230.406 Confidential treatment of information filed with the
Commission.
* * * * *
(b) * * *
(1) One copy of the confidential portion, marked ``Confidential
Treatment,'' of the material filed with the Commission. The copy shall
contain an appropriate identification of the item or other requirement
involved and, notwithstanding that the confidential portion does not
constitute the whole of the answer or required disclosure, the entire
answer or required disclosure, except that in the case where the
confidential portion is part of a financial statement or schedule, only
the particular financial statement or schedule need be included. The
copy of the confidential portion shall be in the same form as the
remainder of the material filed;
* * * * *
(3) The copy of the confidential portion and the application filed
in accordance with this paragraph (b) shall be enclosed in a separate
envelope marked ``Confidential Treatment'' and addressed to The
Secretary, Securities and Exchange Commission, Washington, DC 20549.
* * * * *
PART 240--GENERAL RULES AND REGULATIONS, SECURITIES EXCHANGE ACT OF
1934
3. The authority citation for part 240 continues to read, in part,
as follows:
Authority: 15 U.S.C. 77c, 77d, 77g, 77j, 77s, 77eee, 77ggg,
77nnn, 77sss, 77ttt, 78c, 78d, 78i, 78j, 78l, 78m, 78n, 78o, 78p,
78q, 78s, 78w, 78x, 78ll(d), 79q, 79t, 80a-20, 80a-23, 80a-29, 80a-
37, 80b-3, 80b-4 and 80b-11, unless otherwise noted.
* * * * *
4. By amending Sec. 240.24b-2 by revising paragraph (b)(1),
designating the flush text following paragraph (b)(2) as paragraph
(b)(3), and revising newly designated paragraph (b)(3) to read as
follows:
Sec. 240.24b-2 Nondisclosure of information filed with the Commission
and with any exchange.
* * * * *
(b) * * *
(1) One copy of the confidential portion, marked ``Confidential
Treatment,'' of the material filed with the Commission. The copy shall
contain an appropriate identification of the item or other requirement
involved and, notwithstanding that the confidential portion does not
constitute the whole of the answer, the entire answer thereto; except
that in the case where the confidential portion is part of a financial
statement or schedule, only the particular financial statement or
schedule need be included. The copy of the confidential portion shall
be in the same form as the remainder of the material filed;
* * * * *
(3) The copy of the confidential portion and the application filed
in accordance with this paragraph (b) shall be enclosed in a separate
envelope marked ``Confidential Treatment'' and addressed to The
Secretary, Securities and Exchange Commission, Washington, DC 20549.
* * * * *
Dated: September 7, 1995.
By the Commission.
Margaret H. McFarland,
Deputy Secretary.
[FR Doc. 95-22802 Filed 9-13-95; 8:45 am]
BILLING CODE 8010-01-P
