[Federal Register Volume 60, Number 207 (Thursday, October 26, 1995)]
[Proposed Rules]
[Pages 54822-54823]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 95-26576]
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[[Page 54823]]
SECURITIES AND EXCHANGE COMMISSION
17 CFR Part 240
[Release Nos. 34-36356A; 35-26389A; IC-21406A; File No. S7-21-94]
RIN 3235-AF66
Ownership Reports and Trading by Officers, Directors and
Principal Security Holders; Correction
AGENCY: Securities and Exchange Commission.
ACTION: Correction to proposed rules.
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SUMMARY: This document contains a correction to the alternative
proposed amendment to Securities Exchange Act Rule 16b-3 that was
published on October 17, 1995 (60 FR 53832).
DATES: Comments should be received on or before December 15, 1995.
ADDRESSES: Comments should be submitted in triplicate to Jonathan G.
Katz, Secretary, Securities and Exchange Commission, 450 Fifth Street,
N.W., Washington, D.C. 20549. Comment letters should refer to File No.
S7-21-94. All comments received will be available for public inspection
and copying in the Commission's Public Reference Room, 450 Fifth
Street, N.W., Washington, D.C., 20549.
FOR FURTHER INFORMATION CONTACT: Anne M. Krauskopf at (202) 942-2900,
Division of Corporation Finance, Securities and Exchange Commission,
450 Fifth Street, N.W., Washington, D.C. 20549.
SUPPLEMENTARY INFORMATION: On October 11, 1995, the Commission proposed
amendments to the rule that exempts certain employee benefit plan
transactions from the short-swing profit recovery provisions of Section
16(b) 1 of the Securities Exchange Act of 1934 (``Exchange Act'')
2 that would broaden the exemption and extend it to other
transactions between issuers and their officers and directors.3 As
published, the text of the proposed amended rule inadvertently omitted
from the shareholder approval standard of Alternative Proposed Rule
16b-3(c)(1)(ii) the requirement that, where a meeting is held, the vote
be of the majority of the securities of the issuer present, or
represented, and entitled to vote at the meeting. It is the
Commission's intention that the procedural standards for obtaining
shareholder approval for purposes of Alternative Proposed Rule 16b-
3(c)(1)(ii) would remain the same as currently required under Rule 16b-
3(b).4
\1\ 15 U.S.C. 78p(b).
\2\ 15 U.S.C. 78a et seq. (1988).
\3\ Release No. 34-36356 (Oct. 17, 1995) [60 FR 53832].
\4\ 17 CFR 240.16b-3(b).
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Accordingly, the proposed rule that would exempt transactions
between issuers and their officers and directors that was the subject
of FR Document 95-25626 is corrected as follows:
PART 240--[CORRECTED]
On page 53840, in the first column, paragraph (c)(1)(ii) of
proposed Sec. 240.16b-3 is revised to read as follows:
Sec. 240.16b-3 Transactions between an issuer and its officers or
directors.
* * * * *
(c) * * *
(1) * * *
(ii) The transaction is approved or ratified, in compliance with
section 14 of the Act, by either: the affirmative votes of the holders
of a majority of the securities of the issuer present, or represented,
and entitled to vote at a meeting duly held in accordance with the
applicable laws of the state or other jurisdiction in which the issuer
is incorporated; or the written consent of the holders of a majority of
the securities of the issuer entitled to vote, provided that such
ratification occurs no later than the date of the next annual meeting
of shareholders; or
* * * * *
Dated: October 20, 1995.
By the Commission.
Margaret H. McFarland,
Deputy Secretary.
[FR Doc. 95-26576 Filed 10-25-95; 8:45 am]
BILLING CODE 8010-01-P
