[Federal Register Volume 59, Number 2 (Tuesday, January 4, 1994)]
[Rules and Regulations]
[Pages 242-243]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 94-14]
[[Page Unknown]]
[Federal Register: January 4, 1994]
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SECURITIES AND EXCHANGE COMMISSION
17 CFR Part 239
[Release No. 33-7040; International Series Release No. 625; File No.
S7-16-93]
RIN 3235-AF83
Amendments to the Multijurisdictional Disclosure System for
Canadian Issuers
AGENCY: Securities and Exchange Commission.
ACTION: Final amendments to Form F-9.
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SUMMARY: The Securities and Exchange Commission (the ``Commission'')
has adopted amendments to Form F-9 under the multijurisdictional
disclosure system (``MJDS'') for Canadian issuers which will recognize
investment grade ratings by securities rating organizations recognized
by Canadian securities regulators for purposes of filings on Forms F-9
and 40-F. These amendments have been adopted in light of the
Commission's experience with the MJDS and should further facilitate
transnational capital formation. They are being made effective in light
of the adoption by Canadian securities regulators of parallel
amendments to the MJDS in Canada for U.S. issuers.
EFFECTIVE DATE: January 4, 1994.
FOR FURTHER INFORMATION CONTACT: Paul M. Dudek, (202) 272-3246, Office
of International Corporate Finance, Division of Corporation Finance,
Securities and Exchange Commission, Washington, DC 20549.
SUPPLEMENTARY INFORMATION:
I. Amendments to Form F-9
On November 3, 1993, the Commission adopted several amendments to
the MJDS.\1\ In the November 3 Release, the Commission stated that the
amendments to Form F-9\2\ relating to recognition of investment grade
ratings by securities rating organizations recognized by Canadian
securities regulators would not become effective until such time as the
Canadian securities regulators had adopted parallel amendments to the
multijurisdictional disclosure system in Canada for U.S. issuers.
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\1\Securities Act Release No. 7025 (November 3, 1993) [58 FR
62028] (the ``November 3 Release'').
\2\17 CFR 239.39.
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The Canadian securities regulators have now adopted such amendments
with an effective date of December 31, 1993. As a result, the
Commission is publishing this release to make effective the amendments
to Form F-9 described above.
II. Regulatory Flexibility Act Certification
Pursuant to Section 605(b) of the Regulatory Flexibility Act [5
U.S.C. 605], at the time the Commission issued its release proposing
the amendments being adopted hereby, the Chairman of the Commission
certified that such amendments will not have a significant impact on a
substantial number of small entities. That certification, including the
reasons therefor, was attached as an Appendix to such release and was
published in the Federal Register.
III. Cost-Benefit Analysis
No specific data were provided in response to the Commission's
request regarding the costs and benefits of the amendments being
adopted today. Some commenters indicated that these amendments would
save Canadian issuers the expense of obtaining a securities rating from
those rating organizations currently specified under Form F-9.
IV. Effective Date
The amendments to Form F-9 shall be effective on the date of
publication in the Federal Register in accordance with the
Administrative Procedure Act, which allows effectiveness in less than
30 days after publication for ``a substantive rule which grants or
recognizes an exemption or relieves a restriction.'' 5 U.S.C.
553(d)(1).
V. Statutory Bases
The amendments to the Commission's rule and form are being proposed
pursuant to sections 6, 7, 8, 10 and 19(a) of the Securities Act of
1933, and Sections 3(b), 4A, 12, 13, 14, 15, 16 and 23 of the
Securities Exchange Act of 1934.
List of Subjects in 17 CFR Part 239
Reporting and recordkeeping requirements, Securities.
Text of Amendments
In accordance with the foregoing, title 17, chapter II of the Code
of Federal Regulations is amended as follows:
PART 239--FORMS PRESCRIBED UNDER THE SECURITIES ACT OF 1933
1. The authority citation for Part 239 continues to read in part as
follows:
Authority: 15 U.S.C. 77f, 77g, 77h, 77j, 77s, 77sss, 78c, 78l,
78m, 78n, 78o(d), 78w(a), 78ll(d), 79e, 79f, 79g, 79j, 79l, 79m,
79n, 79q, 79t, 80a-8, 80a-29, 80a-30 and 80a-37, unless otherwise
noted.
* * * * *
2. By amending Sec. 239.39 by revising the Instruction following
paragraph (a)(2) to read as follows:
Sec. 239.39 Form F-9, for registration under the Securities Act of
1933 of certain investment grade debt or investment grade preferred
securities of certain Canadian issuers.
(a) * * *
(2) * * *
Instruction
Securities shall be ``investment grade'' if, at the time of
sale, at least one nationally recognized statistical rating
organization (as that term is used in relation to Rule 15c3-
1(c)(2)(vi)(F) under the Securities Exchange Act of 1934 (the
``Exchange Act'') (Sec. 240.15c3-1(c)(2)(vi)(F) of this chapter)) or
at least one Approved Rating Organization (as defined in National
Policy Statement No. 45 of the Canadian Securities Administrators,
as the same may be amended from time to time) has rated the security
in one of its generic rating categories that signifies investment
grade; typically the four highest rating categories (within which
there may be subcategories or gradations indicating relative
standing) signify investment grade.
* * * * *
3. By amending Form F-9 (Sec. 239.39) by revising the Instruction
following paragraph A. of General Instruction I, to read as follows:
Note: Form F-9 does not and these amendments will not appear in
the Code of Federal Regulations.
Form F-9
* * * * *
General Instructions
I. Eligibility Requirements for Use of Form F-9
A. * * *
Instruction Securities shall be ``investment grade'' if, at the
time of sale, at least one nationally recognized statistical rating
organization (as that term is used in relation to Rule 15c3-
1(c)(2)(vi)(F) under the Securities Exchange Act of 1934 (the
``Exchange Act'')) or at least one Approved Rating Organization (as
defined in National Policy Statement No. 45 of the Canadian Securities
Administrators, as the same may be amended from time to time) has rated
the security in one of its generic rating categories that signifies
investment grade; typically the four highest rating categories (within
which there may be subcategories or gradations indicating relative
standing) signify investment grade.
* * * * *
By the Commission.
Dated: December 27, 1993.
Margaret H. McFarland,
Deputy Secretary.
[FR Doc. 94-14 Filed 1-3-94; 8:45 am]
BILLING CODE 8010-01-P