01-29356. Submission for OMB Review; Comment Request

Upon Written Request; Copies Available From: Securities and Exchange Commission, Office of Filings and Information Services, Washington, DC 20549

Extension:

Regulation S, OMB Control No. 3235-0357, SEC File No. 270-315

Rule 13e-3 and Schedule 13E-3, OMB Control No. 3235-0007, SEC File No. 270-1

Form 12b-25, OMB Control No. 3235-0058—,SEC File No. 270-71

Notice is hereby given that, pursuant to the Paperwork Reduction Act of 1995 (44 U.S.C. 3501 et seq.) the Securities and Exchange Commission (“Commission”) has submitted to the Office of Management and Budget requests for extension of the previously approved collections of information discussed below.

Regulation S governs offers and sales of securities made outside the United States without registration under the Securities Act of 1933 (Securities Act). The purpose of Regulation S is to provide clarification of the extent to which section 5 of the Securities Act applies to sales and resales of securities outside of the United States. Regulation S is assigned one burden hour for administrative convenience.

Rule 13e-3 prescribes the filing, disclosure and dissemination requirements in connection with a going private transaction by an issuer or an affiliate. Schedule 13E-3 provides shareholders and the marketplace with information concerning going private transactions that is important in determining how to respond to such transactions. The information collected permits verification of compliance with securities laws requirements and ensures the public availability and dissemination of the collected information. This information is made available to the public. Information provided on Schedule 13E-3 is mandatory. Approximately 300 issuers file Schedule 13E-3 annually and it takes approximately 137.25 hours per response for a total of 41,175 annual burden hours. It is estimated that 25% of the 41,175 total burden hours (10,294 burden hours) is prepared by the company.

Form 12b-25 provides notice to the Commission and the marketplace that a public company will be unable to timely file a required periodic report. The purpose of Form 12b-25 collection of information is to aid in the development of, and to ensure the maintenance of fair markets, in the securities of publicly held companies. The information required is filed on occasion and is mandatory. All information is provided to the public for review. Publicly held companies file Form 12b-25. Approximately 6,000 issuers file Form 12b-25 and it takes approximately 2.5 hours per response for a total of 15,000 burden hours.

An agency may not conduct or sponsor, and a person is not required to respond to, a collection of information unless it displays a currently valid control number.

Written comments regarding the above information should be directed to the following persons: (i) Desk Officer for the Securities and Exchange Commission, Office of Information and Regulatory Affairs, Office of Management and Budget, Room 10102, New Executive Office Building, Washington, DC 20503; and (ii) Michael E. Bartell, Associate Executive Director, Office of Information Technology, Securities and Exchange Commission, 450 Fifth Street, N.W., Washington, DC 20549. Comments must be submitted to OMB within 30 days of this notice.

Dated: November 16, 2001.

Margaret H. McFarland,

Deputy Secretary.