94-14. Amendments to the Multijurisdictional Disclosure System for Canadian Issuers  

  • [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
    
    
    

Document Information

Published:
01/04/1994
Department:
Securities and Exchange Commission
Entry Type:
Rule
Action:
Final amendments to Form F-9.
Document Number:
94-14
Dates:
January 4, 1994.
Pages:
242-243 (2 pages)
Docket Numbers:
Federal Register: January 4, 1994, Release No. 33-7040, International Series Release No. 625, File No. S7-16-93
RINs:
3235-AF83
CFR: (1)
17 CFR 239.39