[Federal Register Volume 61, Number 48 (Monday, March 11, 1996)]
[Proposed Rules]
[Pages 9848-9857]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 96-5607]
[[Page 9847]]
_______________________________________________________________________
Part IV
Securities and Exchange Commission
_______________________________________________________________________
17 CFR Part 210, et al.
Phase-One Recommendations of Task Force on Disclosure Simplification;
Proposed Rule
Federal Register / Vol. 61, No. 48 / Monday, March 11, 1996 /
Proposed Rules
[[Page 9848]]
SECURITIES AND EXCHANGE COMMISSION
17 CFR Parts 210, 228, 229, 230, 232, 239, 240, and 249
[Release Nos. 33-7271 and 34-36922; S7-6-96]
RIN 3235-AG75
Phase-One Recommendations of Task Force on Disclosure
Simplification
AGENCY: Securities and Exchange Commission.
ACTION: Proposed rules.
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SUMMARY: The Commission has thus far considered certain of the
recommendations contained in the Task Force on Disclosure
Simplification's Report (``Task Force Report''), the publication of
which the Commission is authorizing today. The Commission now proposes
to eliminate a number of rules and forms that may no longer be
necessary or appropriate for the protection of investors, and to
propose other minor or technical rule changes or corrections. Other
proposals designed to improve the disclosure process, both for
investors and those subject to the Commission's disclosure
requirements, may be forthcoming in future releases following the
Commission's further consideration of the remaining Task Force
recommendations. Accordingly, by issuing this release, the Commission
does not intend to express any view on the merits of any of the Task
Force's recommendations not addressed in this release.
DATES: Comments should be submitted on or before April 10, 1996.
ADDRESSES: All comments concerning the rule proposals should be
submitted in triplicate to Jonathan G. Katz, Secretary, U.S. Securities
and Exchange Commission, Mail Stop 6-9, 450 Fifth Street NW.,
Washington, D.C. 20549. Comments also may be submitted electronically
at the following E-mail address: rule-comments@sec.gov. All comment
letters should refer to File Number S7-6-96; this file number should be
included on the subject line if E-mail is used. Comment letters will be
available for inspection and copying in the public reference room at
the same address. Electronically submitted comment letters will be
posted on the Commission's Internet web site (http://www.sec.gov).
FOR FURTHER INFORMATION CONTACT: James R. Budge, Office of Disclosure
Policy, Division of Corporation Finance, at (202) 942-2910, Douglas G.
Tanner, Office of Chief Accountant, Division of Corporation Finance at
(202) 942-2960 or M. Kathleen Haller, Division of Corporation Finance,
at (202) 942-1977.
SUPPLEMENTARY INFORMATION: In order to begin implementing certain of
the recommendations of the Task Force on Disclosure Simplification that
it has so far considered, the Commission today is proposing the
elimination of Rules 3-16,1 4-05,2 4-06,3 and 4-10 (b)
through (h) 4 of Regulation S-X,5 Industry Guide 1,6
Rule 148 7 under the Securities Act of 1933 (``Securities
Act''),8 Regulation B 9 (including Forms 1-G and 3-G and
Schedules A, B, C, and D thereunder 10), Rules 445,11
446,12 447 13 and 494 14 of Regulation C under the
Securities Act,15 Regulation F,16 (including Form 1-F
17), Securities Act Rules 702(T) 18 and 703(T),19 Form
701,20 Rule 13a-17 21 under the Securities Exchange Act of
1934 (``Exchange Act''),22 Exchange Act Rules 15d-17,23 16b-
1(c) 24 and 16b-4,25 General Instruction I of Form 10-
K,26 and Form 10-C.27 In addition, amendments are being
proposed to the following rules and forms: Item 501 28 and Item
601(b) 29 of Regulations S-B 30 and S-K,31 Rule
252(h)(2) 32 of Regulation A,33 Rules 402,34 406,35
464,36 471,37 472 38 and 473 39 of Regulation C,
Rule 504 40 of Regulation D,41, Rule 902 42 of
Regulation S,43 Rule 311 44 of Regulation S-T,45 Form F-
6,46 Form F-7,47 Form F-8,48 Form F-9,49 Form F-
10,50 Form F-80,51 and Exchange Act Rules 12b-11,52 13a-
13,53 14d-1,54 15d-13,55 16a-3,56 and 24b-2.57
\1\ 17 CFR 210.3-16.
\2\ 17 CFR 210.4-05.
\3\ 17 CFR 210.4-06.
\4\ 17 CFR 210.4-10(a) through (h).
\5\ 17 CFR Part 210.
\6\ 17 CFR 229.801(a) and 229.802(a).
\7\ 17 CFR 230.148.
\8\ 15 U.S.C. 77a et seq.
\9\ 17 CFR 230.300 through 230.346.
\10\ Referenced in 17 CFR 239.101.
\11\ 17 CFR 230.445.
\12\ 17 CFR 230.446.
\13\ 17 CFR 230.447.
\14\ 17 CFR 230.494.
\15\ 17 CFR 230.400 through 230.494.
\16\ 17 CFR 230.651 through 230.656.
\17\ 17 CFR 239.300.
\18\ 17 CFR 230.702(T).
\19\ 17 CFR 230.703(T).
\20\ 17 CFR 239.701.
\21\ 17 CFR 240.13a-17.
\22\ 15 U.S.C. 78a et seq.
\23\ 17 CFR 240.15d-17.
\24\ 17 CFR 240.16b-1.
\25\ 17 CFR 240.16b-4.
\26\ 17 CFR 249.310.
\27\ 17 CFR 249.310c.
\28\ 17 CFR 229.501.
\29\ 17 CFR 228.601(b) and 17 CFR 229.601(b).
\30\ 17 CFR Part 228.
\31\ 17 CFR Part 229.
\32\ 17 CFR 230.252(h)(2).
\33\ 17 CFR 230.251 through 230.263.
\34\ 17 CFR 230.402.
\35\ 17 CFR 230.406.
\36\ 17 CFR 230.464.
\37\ 17 CFR 230.471.
\38\ 17 CFR 230.472.
\39\ 17 CFR 230.473.
\40\ 17 CFR 230.504.
\41\ 17 CFR 230.501 through 230.508.
\42\ 17 CFR 230.902.
\43\ 17 CFR 230.901 through 230.904.
\44\ 17 CFR 232.311.
\45\ 17 CFR Part 232.
\46\ 17 CFR 239.36.
\47\ 17 CFR 239.37.
\48\ 17 CFR 239.38.
\49\ 17 CFR 239.39.
\50\ 17 CFR 239.40.
\51\ 17 CFR 239.41.
\52\ 17 CFR 240.12b-11.
\53\ 17 CFR 240.13a-13.
\54\ 17 CFR 240.14d-1.
\55\ 17 CFR 240.15d-13.
\56\ 17 CFR 240.16a-3.
\57\ 17 CFR 240.24b-2.
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I. Background
Chairman Arthur Levitt organized the Task Force on Disclosure
Simplification (``Task Force'') in August 1995 to review forms and
rules relating to capital-raising transactions, periodic reporting
pursuant to the Exchange Act, proxy solicitations, and tender offers
and beneficial ownership reports under the Williams Act. The goal was
to simplify the disclosure process and to make regulation of capital
formation more effective and efficient where consistent with investor
protection.
In the course of its review, the Task Force met with issuing
companies, investor groups, underwriters, accounting firms, law firms
and others who participate daily in the capital markets (``industry
participants''). The Task Force prepared a report summarizing its
findings and setting forth recommendations and suggestions of areas for
further Commission study. The Task Force Report was presented to the
Commission at an open meeting on March 5, 1996.58
\58\ The Report is available for inspection and copying in the
Commission's public reference room. The Report also is posted on the
Commission's Internet web site (http://www.sec.gov). Persons
interested in commenting on the Report may do so by referring to
File No. S7-6-96.
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The Task Force has recommended that the Commission eliminate or
modify many rules and forms, as well as simplify several key aspects of
securities offerings. Having had the opportunity to consider a
relatively small number of those recommendations, the Commission has
determined to implement some of the Task Force Report's recommendations
by proposing for public comment the elimination of 45 rules and 4 forms
in conjunction with the publication of the Task Force
[[Page 9849]]
Report. A number of other revisions, including minor and technical
amendments, also are being proposed. Other proposals designed to
improve the disclosure process, both for investors and those subject to
the Commission's disclosure requirements, may be forthcoming in future
releases following the Commission's further consideration of the Task
Force recommendations.
The Commission is taking the first step towards implementation of
certain of the Task Force recommendations by proposing the elimination
or amendment of the rules and forms enumerated below. By issuing these
proposals for public comment simultaneously with the publication of the
Task Force Report, the Commission does not intend to indicate either
approval or disapproval of any of the remaining recommendations or
suggestions in the Task Force Report that it has not yet fully
considered.
II. Non-Financial Disclosure
A. Securities Act Rules
1. Regulation B (Rules 300-346), and Accompanying Schedules A, B, C,
and D, and Forms 1-G and 3-G
Regulation B provides a conditional, limited exemption from
Securities Act registration for offerings of ``fractional undivided
interests'' in oil or gas rights of up to $250,000 per offering. A
precursor to Regulation B was adopted by the Federal Trade Commission
in 1934; 59 Regulation B was last substantially revised in
1972.60
\59\ Release No. 33-185 (June 30, 1934).
\60\ Release No. 33-5314 (October 11, 1972) [37 FR 23829].
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In order to qualify for the Regulation B exemption, an offeror of
fractional undivided interests in certain specified oil or gas rights
must file an offering sheet with the Commission at least ten days prior
to commencing the offering. The offering sheet must contain the
information specified by Schedules A, B, C, or D, depending on the
distinct type of oil/gas interest, as well as on whether the enterprise
is producing or non-producing. These schedules require some detailed
information concerning the nature and amount of the interests offered;
the legal rights and obligations created by such interests; a
description of the property in question; for producing interests, a
history of the oil/gas production activities in the field in question;
and, for non-producing interests, a description of plans for the
drilling of wells, including the estimated costs and method of
financing such drilling. However, Regulation B does not require any
offeror to furnish current or past financial statements.
Regulation B also requires an offeror to submit two post-offering
reports: Form 1-G and Form 3-G. Form 1-G, which is filed with the
Commission, requires disclosure of information pertaining to each sale
of the offered securities. Form 3-G, which is sent to each purchaser as
well as filed with the Commission, includes more detailed information
pertaining to the offering's results, including the actual cost of
drilling, and expenses incurred in the selling effort.
Between 1966 and 1977, the Commission received 6,904 Regulation B
filings. This relatively large number of Regulation B filings appears
to have corresponded with a spurt of oil/gas drilling activity and
related financing triggered by the energy crisis of the mid 1970s. In
1975 alone, the Commission received 625 Regulation B offering sheets
pertaining to $35.4 million in total sales.
However, by 1977 the number of Regulation B offering sheets
received by the Commission had dropped to 96, covering only $7.3
million in aggregate sales of oil/gas securities. Since then, the
number of Regulation B offering sheets filed has steadily declined,
from 94 such filings in 1980, to 13 in 1985, 7 in 1990, 4 in 1992, and,
finally, 0 in 1995. Moreover, since enactment of Regulation B's
reporting requirements in 1972, the Commission has received only one
each of Form 1-G and Form 3-G.
Comment is requested as to whether Regulation B (and accompanying
schedules and forms) continues to be useful to investors and issuers.
Does the availability of other exemptions, such as the limited offering
exemption from registration set forth in Regulation D, or the private
placement exemption under Section 4(2) of the Securities Act,61
render Regulation B obsolete?
\61\ 15 U.S.C. 77d(2).
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2. Regulation F (Rules 651-656) and Accompanying Form 1-F
Regulation F provides a conditional limited exemption from
Securities Act registration for assessments levied on assessable stock
and for resales of forfeited assessable stock. The Commission
promulgated Regulation F in 1959 62 at the same time that it
enacted Securities Act Rule 136.63 Rule 136(c) defines
``assessable stock'' to mean ``stock which is subject to resale by the
issuer * * * in the event of a failure of the holder of such stock to
pay any assessment levied thereon.'' Thus, assessable stock is stock,
the purchase of which triggers an annual obligation to pay an amount,
termed an ``assessment,'' to the issuer in addition to the original
offering price. If the buyer fails to pay the levied assessment after
receiving a notice of delinquency from the issuer, the issuer can
reclaim the original stock and resell it, usually at an auction.
\62\ Release No. 33-4121 (July 30, 1959) [24 FR 6385].
\63\ 17 CFR 230.136.
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Under Rule 136, both the levying of an assessment on assessable
stock and the resale of forfeited assessable stock constitute the
issuance of securities, which trigger registration requirements under
the Act. Regulation F establishes a partial conditional exemption from
registration for these transactions. In order to qualify for the
exemption, a company must be incorporated or have its principal
business operations in the United States. In addition, a company cannot
claim more than $300,000 in exempted assessable stock transactions for
any one calendar year. Form 1-F requires disclosure of pertinent
information about the issuer; its 10% beneficial stockholders; its
directors and officers; its levied assessments, resales of forfeited
assessable stock, and other unregistered securities issued during the
preceding year; and its current proposed assessments or resales of
forfeited assessable stock.
It appears that only two types of companies have issued assessable
stock: mining companies and water extraction/delivery companies, also
known as mutual water companies. Since the promulgation of Regulation
F, approximately 40 such companies have filed a total of 234 1-F forms.
Most of these filings occurred between 1967 and 1982. Only 32 Form 1-F
filings have occurred between 1983 and 1995. Ten companies were
responsible for those filings. Since 1992, only three companies have
filed a total of 10 1-F forms with the Commission.
One reason for the recent steady decline of Form 1-F filings
appears to be the availability of more beneficial limited offering
exemptions, particularly the Rule 504 exemption. In 1982, the
Commission adopted its first version of Rule 504. Following that year,
the annual number of Form 1-F submissions steadily decreased from 9 in
1982, to 6 in 1983, 3 in 1984, 0 in 1985 and 1986, and an average
filing rate of 2-3 for the years 1987 to 1995. Virtually all Regulation
F companies have been non-reporting companies. Accordingly, such
companies are eligible to claim a Rule 504 exemption.
Comment is requested as to whether Regulation F (and accompanying
schedules and forms) continues to be
[[Page 9850]]
useful to investors and issuers. Does the availability of other
exemptions, such as the limited offering exemption from registration
set forth in Regulation D, or the private placement exemption under
Section 4(2) of the Securities Act, render Regulation F obsolete?
3. Securities Act Rule 148
Rule 148 was originally designed to be a counterpart to Rule 144
and, as such, to provide a safe harbor for the resales of certain
categories of securities acquired in bankruptcy proceedings. Included
in these categories are securities issued under the Federal Bankruptcy
Act, portfolio securities sold under the Securities Investors
Protection Act (SIPA), and issuances of debtor securities in
circumstances where the Federal Deposit Insurance Corporation (FDIC)
has been appointed receiver of the debtor's assets.
In 1978, the Bankruptcy Act was repealed and replaced with the
Bankruptcy Code, which provides an exemption from Securities Act
registration as well as a safe harbor for the resales of securities
received under a plan of reorganization. Through no-action letters, the
Commission has taken the position that Rule 148 is applicable only to
resales of securities that were issued under the repealed Bankruptcy
Act, but not to resales of securities under the 1978 Bankruptcy Code.
Comment is requested as to whether Rule 148 continues to serve a
useful purpose (e.g., in connection with securities sold under the SIPA
and/or where the FDIC has been appointed receiver of the debtor's
assets). Commenters also should consider whether the rule be retained
for securities issued under the repealed Bankruptcy Act.
4. Securities Act Rules 445, 446, and 447
The Task Force has recommended that the Commission eliminate Rules
445, 446 and 447, which govern registration statements filed in
connection with securities to be offered through competitive bidding
(e.g., by means of a solicitation of competitive proposals from
underwriters). These rules were put into place in the late 1940s
principally to accommodate registered public utility holding companies
and their subsidiaries (``registered holding companies''). These
companies were subject to Rule 50 under the Public Utility Holding
Company Act of 1935 (``PUHCA''), which required that their securities
be sold through competitive bids.
Rules 445, 446 and 447 appear to be rarely used at present. A
review of Commission filings shows that there was only one competitive
bid filing in 1994, and no competitive bid filings in 1995. One reason
for the lack of filings under these rules may be that, beginning in
1982, the Commission began to relax the restrictive bidding
requirements of PUHCA Rule 50 in recognition of the fact that these
procedures often precluded registered holding companies from obtaining
the benefits of the Securities Act Rule 415 shelf registration
procedure, placing them at a disadvantage compared to other issuers in
getting access to the capital markets on short notice. In 1994, the
Commission determined that competitive bidding was no longer necessary
to prevent abuses in the issuance and sale of securities by these
companies and rescinded Rule 50.\64\
\64\ Release No. 35-26031 (April 20, 1994) [59 FR 21922].
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Comment is requested as to whether Rules 445, 446, and 447 continue
to be useful in capital raising transactions. Comment also is requested
as to whether other Commission rules, such as Rule 430A (which
eliminates the need for alternative prospectus cover pages),\65\ are
adequate to accommodate the distribution of securities through today's
competitive bidding practices.
\65\ 17 CFR 230.430A.
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5. Securities Act Rule 494
Rule 494 was adopted in 1951 to accommodate a then common practice
of advertising securities issued by foreign national governments.\66\
The rule limits such ``newspaper prospectuses'' for foreign government
securities to advertisements appearing in newspapers, magazines and
other periodicals that are distributed by second class mail. However,
the practice appears to have fallen into disuse.
\66\ Release No. 33-3425 (August 27, 1951) [16 FR 8820].
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Comment is requested as to whether Rule 494 continues to serve a
useful purpose. Should this rule be retained, in whole or in part, in
light of contemporary practices relating to offerings of foreign
government securities?
B. Exchange Act Rules
1. Paragraph (c) of Exchange Act Rule 16b-1
This rule exempts the acquisition of securities resulting from a
reorganization of a railroad or other carrier approved by the
Interstate Commerce Commission (``ICC''), an agency that was abolished
as of January 1, 1996. The function of approving such reorganizations
has now been transferred to the Surface Transportation Board, an
independent agency of the Department of Transportation.
Comment is requested as to whether the exemption provided by this
rule continues to serve a useful purpose. In addition, comment is
solicited as to whether the exemption provided by this rule should
continue to be administered by the Surface Transportation Board, as
ICC's successor, or whether it should be treated similarly to the other
Section 16(b) exemptive provisions that are administered by the
Commission.
2. Exchange Act Rule 16b-4
Rule 16b-4 provides an exemption from the requirements of Section
16(b) for certain holding company redemption transactions. There appear
to be few situations where a holding company owns securities in only
one company and desires to exchange its own shares through a redemption
for those of such company, and there appear to be few, if any,
situations in which the rule is invoked.
Commenters should address whether the exemption provided by this
rule has been invoked with any degree of frequency. Comment is also
requested as to whether the rule generally serves a useful purpose, and
should be retained in whole or in part; if retained, for what purpose.
C. Disclosure Requirements
1. Item 501(b) of Regulation S-K
Item 501(b) of Regulation S-K currently requires that registrants
provide a cross-reference sheet immediately following the facing page
in prospectuses, showing the location of the information required to be
included in response to the items in the form. This cross-reference
sheet requirement is in addition the Regulation S-K Item 502(g)
provision that registrants include a reasonably detailed table of
contents.\67\ In light of the table of contents requirement, the
Commission proposes to eliminate the cross-reference sheet requirement.
\67\ References to the cross reference sheet would be deleted
from Securities Act Rule 472.
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Comment is requested as to whether the table of contents provides
an adequate road map to the prospectus so that the cross-reference
sheet could be eliminated entirely. Commenters who object to total
elimination should specify how the cross-reference sheet should be
modified to reflect their concerns.
[[Page 9851]]
2. Item 501(c)(8) of Regulation S-K \68\
This proposed revision, which eliminates a red ink requirement for
the required prospectus caption ``Subject to Completion'', would
conform the requirements of Regulation S-K with those of Regulation S-
B, which has no requirements relating to the color of the caption.
Comment is solicited on whether the color of the caption serves a
significant purpose.
\68\ 17 CFR 229.501(c)(8).
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3. Exhibits
The Commission proposes to delete the following from the required
list of exhibits in Regulation S-K and Regulation S-B \69\ because the
information in each such exhibit either appears to be infrequently used
or is otherwise available. The specific exhibits proposed to be
eliminated are: Opinion regarding discount on capital shares (Exhibit
6); \70\ Opinion regarding liquidation preference (Exhibit 7);
Statement regarding computation of per share earnings (Exhibit 11);
Material foreign patents (Exhibit 14); and Information from reports
furnished to state insurance regulatory authorities (Exhibit 28).\71\
\69\ Item 601(b) of Regulation S-B and Regulation S-K.
\70\ This exhibit currently is not required in Regulation S-B;
consequently, no change is necessary.
\71\ Regulation S-T Rule 311(c), providing that exhibits filed
by electronic filers pursuant to paragraph (b)(28) may be filed in
paper under cover of Form SE [17 CFR 239.64, 249.444, 269.8] would
be eliminated.
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Comment is solicited on whether any of these exhibits provides
information material to investors and other market participants. Does
the statement regarding computation of per share earnings provide
useful information not otherwise provided in Commission filings?
Commenters should address whether the availability of foreign patent
documentation or documents filed with insurance regulators is
sufficient, or whether they should continue to be filed with securities
disclosure documents.
4. Industry Guide 1
Guide 1 requires disclosure of the principal sources of electric
and gas revenues and the classes of services offered by the registrant
in certain registration statements as well as annual reports on Form
10-K. In addition, if equity securities are being registered and will
be issued at a price below book value per share, Guide 1 requires
disclosure of the effects, if any, on the registrant's business of
issuing such shares at a price below the underlying book value per
share. The Commission proposes to eliminate Guide 1 because the
information requested by the Guide also appears to be within the
coverage of other rules of the Commission, including Items 101 and 303
of Regulation S-K.\72\
\72\ 17 CFR 229.101 and 229.303, respectively.
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Comment is requested on whether any aspect of the information
required by Guide 1 is not furnished by affected issuers pursuant to
other Commission rules, and if not, whether maintaining a separate
Guide 1 would be necessary or appropriate and in the interests of
investors.
D. Forms
1. Form 701
The Commission proposes to delete expired Form 701 (Notice of sales
pursuant to an exemption under Section 701) and the rules that required
its filing (Securities Act Rules 702(T) and 703(T)) in order to remove
them from the Code of Federal Regulations. By their terms, Rules 702(T)
and 703(T), and thus Form 701, were effective only until 1993.
Commenters who believe that this form should be re-instated should
provide specific reasons as to the bases for their views.
2. Form F-6
Commission is proposing to eliminate Items 3(e) and 4(a) of Form F-
6, governing the registration of depositary shares evidenced by
American Depositary Receipts (``ADRs''), because the elicited
information appears to be of little use to investors or the marketplace
at large.
Item 3(e) of Form F-6 requires the registrant to include, as an
exhibit, the name of each dealer known to the registrant who has
deposited shares against issuance of ADRs, proposes to deposit shares
or participated in a plan to deposit shares, within the past six
months. Under Item 4(a) of Form F-6, a registrant must undertake to
provide semi-annual updated information generally concerning dealers
depositing shares in the facility and the number of shares issued/
cancelled during the covered period. However, because the base number
of outstanding shares is not normally publicly available, the
information regarding semi-annual adjustments to that number appears to
be of little use.
Comment is requested as to whether any information provided by Item
3(e) or 4(a) serves any useful purpose, whether to the issuers of the
underlying shares (particularly where the ADR facility is unsponsored),
ADR purchasers, or the markets in which these securities are traded.
3. Form 10-C
The Commission proposes to eliminate Form 10-C and Rules 13a-17 and
15d-17, which require issuers registered under the Exchange Act and
quoted in Nasdaq to report changes in corporate name to the Commission
and the NASD, or an aggregate increase or decrease of a class of
securities outstanding that exceeds 5% of the amount of securities of
the class outstanding. In proposing the elimination of this form, the
Commission notes that the information regarding changes in number of
shares outstanding typically is reflected in an issuer's financial
statements. Comment is requested as to whether the Form 10-C provides
material information not otherwise provided. Commenters who favor
retention of Form 10-C should be specific with respect to the reasoning
for their position.
III. Financial Disclosure
The Commission also proposes to implement certain of the
recommendations in the Task Force Report relating to accounting
disclosure rules, as set forth below. These rules were identified as
being largely duplicative of generally accepted accounting principles
(``GAAP'') or other Commission rules. Accordingly, maintaining separate
Commission rules would appear unnecessary.
The proposed changes are not intended to alter current accounting
standards or disclosure practices. Comment is requested on whether any
of the proposed changes would have the effect of altering current
accounting standards or disclosure practices, and if so, how.
1. Rule 3-16 of Regulation S-X
Rule 3-16(a) of Regulation S-X sets forth the requirement that a
registrant, which has emerged from a significant reorganization,
disclose in its financial statements a brief explanation of such
reorganization. In addition, if the registrant is about to emerge from
a reorganization, Rule 3-16(b) of Regulation S-X requires a balance
sheet giving effect to the plan of reorganization with separate
presentation of the registrant's balance sheet before the
reorganization, the changes to be effected in the reorganization, and
the balance sheet of the registrant after the reorganization.
Registrants have historically satisfied the requirements of Rule 3-
16(b) with pro forma financial information.
[[Page 9852]]
In November 1990, the AICPA issued SOP 90-7, ``Financial Reporting
by Entities in Reorganization Under the Bankruptcy Code,'' which
prescribes the accounting and financial statement presentation for
entities in bankruptcy reorganization and for entities which have
emerged from bankruptcy. ARB 43, Section 210 of the Financial Reporting
Codification, and SAB Topic 5:S prescribes the accounting and financial
statement disclosures for quasi-reorganizations. Further, Article 11 of
Regulation S-X requires pro forma financial information whenever
consummation of events or transactions occurs or is probable and for
which disclosure of pro forma financial information would be material
to investors.
The Commission proposes to eliminate Rule 3-16 of Regulation S-X
because the information requested by that Rule also appears to be
within the scope of Article 11 and the disclosure requirements of the
other accounting literature discussed above. Comment is requested on
whether there are any reorganizations within the scope of Rule 3-16
which would be outside the scope of SOP 90-7, ARB 43, Section 210 of
the Financial Reporting Codification, and SAB 78 [SAB Topic 5:S], for
which disclosure of the information required by Rule 3-16 would be
material to investors. In addition, comment is requested on whether the
information required by Rule 3-16 would be required to be disclosed in
whole or in part by the items discussed above, and if so, whether
maintaining a separate rule is necessary or appropriate to ensure full
and fair disclosure.
2. Rule 4-05 of Regulation S-X
The Commission proposes to eliminate Rule 4-05 of Regulation S-X,
relating to current assets and current liabilities when a company's
operating cycle is longer than one year, because Chapter 3A of ARB 43
and current accounting practices, requires the same presentation and
information. Comment is requested on whether there would be any
material loss of information in financial statements if Rule 4-05 of
Regulation S-X were to be eliminated.
3. Rule 4-06 of Regulation S-X
The Commission proposes to eliminate Rule 4-06 of Regulation S-X,
which currently provides that reacquired indebtedness of a registrant
must be deducted from the appropriate liability caption on the
registrant's balance sheet. This rule is believed by some to be
unnecessary because GAAP, including APB 26 and SFAS 76, requires that
such items be considered extinguished and deducted from the appropriate
caption on the balance sheet. Further, with respect to the provisions
of Rule 4-06 relating to reacquired indebtedness held for pension and
other special funds, SFAS 87 and SFAS 106 prescribe the definition of,
and accounting for, plan assets for pension plans and other post
employment benefit plans, which are treated as issuer liabilities.
Comment is requested on whether maintaining a separate Commission
Rule 4-06 is necessary or appropriate in light of applicable GAAP, and
the needs of users of registrant financial statements.
4. Rule 4-10 of Regulation S-X
The requirements of the successful efforts accounting method
followed by oil and gas producers are set forth in paragraphs (b)
through (h) of Rule 4-10 of Regulation S-X. As a result of the
Commission's action to supersede the FASB's determination to designate
successful efforts as the method of accounting to be applied uniformly
by all oil and gas producers,\73\ specific rules for both the
successful efforts and full cost accounting methods were maintained in
Regulation S-X.
\73\ Accounting Series Release No. 253 (August 31, 1978) [43 FR
40688].
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The successful efforts method of accounting codified into Rule 4-10
appears to be duplicative of the accounting standards adopted by the
FASB in SFAS 19. Because of such duplication, the Commission proposes
to eliminate the portions of Rule 4-10 which duplicate SFAS 19--
paragraph (b) through (h) of the Rule. Comment is requested on whether
there are any significant differences between paragraphs (b) through
(h) of Rule 4-10 and the requirements of SFAS 19 and, if not, whether
maintaining separate Commission rules is necessary or appropriate.
IV. Miscellaneous Minor and Technical Changes
The Commission proposes to make the following technical changes to
certain rules and forms under the Securities Act and the Exchange Act.
Comment is sought on the necessity or appropriateness of each of the
proposed changes.
Correct a number of out-of-date cross references in
certain Securities Act rules and forms.\74\
\74\ Proposed amendments to Rule 406, 464 and 473 of Regulation
C and Forms F-7, F-8, F-9, F-10 and F-80.
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Allow the addition or withdrawal of a delaying notation
under Regulation A \75\ or the filing of a delaying or other amendment
under Rule 473 \76\ by facsimile transmission, so as to provide issuers
with additional flexibility in filing documents with the Commission.
\75\ Proposed amendment to 17 CFR 230.252(h)(2).
\76\ 17 CFR 230.473.
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Modify and clarify signature requirements to allow manual,
typed, duplicated or faxed signatures on paper filings, with a manual
signature retention requirement for typed, duplicated or faxed
signatures.\77\ This proposal would clarify existing rules, as well as
extend to paper filers the option of filing typed signature pages, thus
providing comparable treatment to both paper and electronic filers.\78\
The proposed language would retain the five-year manual signature
retention requirement of Regulation S-T Rule 302(b). Comment is
requested specifically as to whether the five-year retention period is
necessary, or whether all signature retention requirements, including
those in Regulation S-T, should be reduced to a shorter period, such as
three or four years.
\77\ Proposed amendments to Rule 402 and 471 of Regulation C,
and Exchange Act Rules 12b-11, 14d-1 and 16a-3.
\78\ See Rule 302 of Regulation S-T [17 CFR 232.302].
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Revise provisions in Rule 406 of Regulation C and Exchange
Act Rule 24b-2 to emphasize the fact that confidential treatment
requests should not be submitted electronically, but rather, should be
submitted in paper. This is intended to minimize the chances of a
confidential document being erroneously submitted as part of a public
filing.
Modify Rule 504 of Regulation D \79\ so that the rule
itself states that there is no information delivery requirement in
connection with Rule 504 offerings. This is intended to eliminate
confusion resulting from the current language of Regulation D.
\79\ Proposed amendment to 17 CFR 230.504.
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Update the Regulation S definition of ``Designated
Offshore Securities Market'' to include markets that have been
recognized as such by the Division of Corporation Finance pursuant to
delegated authority since the adoption of the regulation.\80\
\80\ Proposed amendment to Rule 902 of Regulation S.
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Eliminate provisions exempting small life and mutual life
insurance companies from filing quarterly financial results on Form 10-
Q and Form 10-QSB.\81\ The exemption for small life insurance companies
expired
[[Page 9853]]
by its terms on December 20, 1983, and the exemption for mutual life
companies was meant to track the small life insurance companies
exemption.
\81\ Proposed amendment to Exchange Act Rules 13a-13 and 15d-16.
---------------------------------------------------------------------------
Eliminate a general instruction to Form 10-K \82\
referring to filings on Form S-18, which form was replaced by other
small business forms in 1992.
\82\ General Instruction I.
---------------------------------------------------------------------------
V. General Request for Comment
Any interested persons wishing to submit comment on any of the
proposals set forth in this release, are invited to do so by submitting
them in triplicate to Jonathan G. Katz, Secretary, U.S. Securities and
Exchange Commission, 450 Fifth Street, N.W., Washington D.C. 20549.
Comments also may be submitted electronically at the following E-mail
address: rule-comments@sec.gov. All comment letters should refer to
File Number S7-6-96; this file number should be included on the subject
line if E-mail is used. Comment is specifically requested as to whether
any of the rules or forms that have been proposed to be eliminated
provide disclosure that is material to investors, issuers or other
market participants, the states or any other entity. Comment also is
requested on any competitive burdens that might result from the
adoption of any of the proposals. All comments will be considered by
the Commission in complying with its responsibility under Section 23(a)
of the Exchange Act.\83\ 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. Electronically submitted
comment letters will be posted on the Commission's Internet web site
(http://www.sec.gov).
\83\ 15 U.S.C. 78w(a).
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VI. Cost-Benefit Analysis
Commenters are requested to provide their views and data relating
to any costs and benefits associated with these proposals to aid the
Commission in its evaluation of the costs and benefits that may result
from the changes proposed in this release. It is anticipated that these
proposals will benefit those with filing obligations by simplifying or
clarifying current rules and by eliminating rules and forms that are
outdated or rarely used for other reasons. No detrimental effects to
investors are expected. However, it is not believed that the changes
outlined herein will affect significantly the overall costs and burdens
associated with filing requirements generally.
VII. Summary of Initial Regulatory Flexibility Analysis
An initial regulatory flexibility analysis has been prepared in
accordance with 5 U.S.C. 603 concerning the proposed amendments. The
analysis notes that the amendments are to eliminate certain rules and
forms and make minor revisions to the Commission's rules to correct or
modernize them.
As discussed more fully in the analysis, the proposals would affect
persons that are small entities, as defined by the Commission's rules.
It is not expected that increased reporting, recordkeeping and
compliance burdens would result from the changes. The analysis also
indicates that there are no current federal rules that duplicate,
overlap or conflict with the rules and forms to be amended.
As stated in the analysis, several possible significant
alternatives to the proposals were considered, including, among others,
establishing different compliance or reporting requirements for small
entities or exempting them from all or part of the proposed
requirements. As discussed more fully in the analysis, the nature of
these amendments do not lend themselves to separate treatment, nor
would they impose additional burdens on small business issuers.
Written comments are encouraged with respect to any aspect of the
analysis. Such comments will be considered in the preparation of the
Final Regulatory Flexibility Analysis if the proposed amendments are
adopted. A copy of the analysis may be obtained by contacting James R.
Budge, Office of Disclosure Policy, Division of Corporation Finance,
Mail Stop 3-7, 450 Fifth Street, N.W., Washington, D.C. 20549.
VIII. Paperwork Reduction Act
The staff has consulted with the Office of Management and Budget
(``OMB'') and has submitted the proposals for review in accordance with
the Paperwork Reduction Act of 1995 (``the Act'')(44 U.S.C. 3501 et
seq.). It is anticipated that the proposals to eliminate certain
exhibits from Item 601(b) of Regulations S-K and S-B 84 would
reduce the existing information collection requirements that are
associated with the forms identified in the exhibit tables in those
regulations. The net reduction for all affected information collection
requirements would be an estimated 62,663 hours, or about .3% of the
total burden hours associated with current requirements.
\84\ The titles of the affected information collection
requirements are ``Regulation S-K'' and ``Regulation S-B.''
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With respect to the proposal to eliminate certain requirements
within Form F-6,85 the supporting statement indicates that
registrants no longer would be required to furnish the name of each
dealer known to it or depositary who: 1) has deposited shares against
the issuance of ADRs within the past six months, 2) proposes to deposit
shares against issuance of ADRs, or 3) assisted or participated in the
creation of the plan of the issuance of the ADRs or the selection of
the deposited securities. This proposal would reduce the total
information burden of affected registrants (currently 339 hours) by
approximately .1 hour per submission, for a total reduction of 33.9
hours for all submissions.
\85\ This information collection is entitled ``Form F-6.''
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The Commission solicits comment: concerning whether the proposed
change in collection of information is necessary; on the accuracy of
the Commission's estimate of the burden of the proposed changes to the
collection of information; on the quality, utility and clarity of the
information to be collected; and whether the burden of collection of
information on those who are to respond, including through the use of
automated collection techniques or other forms of information
technology, may be minimized.
Persons desiring to submit comments on the collection of
information requirements should direct them to the Office of Management
and Budget, Attention: Desk Officer for the Securities and Exchange
Commission, Office of Information and Regulatory Affairs, Washington,
D.C. 20503, and should also send a copy of their comments to Jonathan
G. Katz, Secretary, Securities and Exchange Commission, 450 Fifth
Street, N.W., Washington, D.C. 20549, with reference to File No. S7-6-
96. The Office of Management and Budget is required to make a decision
concerning the collection of information between 30 and 60 days after
publication, so a comment to OMB is best assured of having its full
effect if OMB receives it within 30 days of publication.
IX. Statutory Basis for the Proposals
The foregoing amendments are proposed pursuant to Sections 6, 7, 8,
10 and 19(a) of the Securities Act, Sections 3, 12, 13, 14, 15(d),
23(a) and 35A of the Exchange Act.
[[Page 9854]]
List of Subjects in 17 CFR Parts 210, 228, 229, 230, 232, 239, 240, and
249
Accountants, Confidential business information, Registration
requirements, Reporting and recordkeeping requirements, Securities.
Text of the Proposals
In accordance with the foregoing, Title 17, Chapter II of the Code
of Federal Regulations is proposed to be amended as follows:
PART 210--FORM AND CONTENT OF AND REQUIREMENTS FOR FINANCIAL
STATEMENTS, SECURITIES ACT OF 1933, SECURITIES EXCHANGE ACT OF
1934, PUBLIC UTILITY HOLDING COMPANY ACT OF 1935, INVESTMENT
COMPANY ACT OF 1940, AND ENERGY POLICY AND CONSERVATION ACT OF 1975
1. The authority citation for Part 210 continues to read as
follows:
Authority: 15 U.S.C. 77f, 77g, 77h, 77j, 77s, 77aa(25),
77aa(26), 78l, 78m, 78n, 78o(d), 78w(a), 78ll(d), 79e(b), 79j(a),
79n, 79t(a), 80a-8, 80a-20, 80a-29, 80a-30, 80a-37, unless otherwise
noted.
Sec. 210.3-16 [Removed and reserved]
2. By removing and reserving Sec. 210.3-16.
Sec. 210.4-05 [Removed and reserved]
3. By removing and reserving Sec. 210.4-05.
Sec. 210.4-06 [Removed and reserved]
4. By removing and reserving Sec. 210.4-06.
Sec. 210.4-10 [Amended]
5. By amending Sec. 210.4-10 by removing the heading preceding
paragraph (b), removing paragraphs (b) through (h) and redesignating
paragraphs (i) and (j) as paragraphs (b) and (c).
PART 228--INTEGRATED DISCLOSURE SYSTEM FOR SMALL BUSINESS ISSUERS
6. The authority citation for Part 228 continues to read as
follows:
Authority: 15 U.S.C. 77e, 77f, 77g, 77h, 77j, 77k, 77s,
77aa(25), 77aa(26), 77ddd, 77eee, 77ggg, 77hhh, 77jjj, 77nnn, 77sss,
78l, 78m, 78n, 78o, 78w, 78ll, 80a-8, 80a-29, 80a-30, 80a-37, 80b-
11, unless otherwise noted.
Sec. 228.60 [Amended]
7. By amending Sec. 228.601 (Item 601 of Regulation S-B) in the
exhibit table, by removing and reserving exhibit numbers (7), (11),
(14), and (28), and by removing and reserving paragraphs (b)(7),
(b)(11), (b)(14), and (b)(28).
PART 229--STANDARD INSTRUCTIONS FOR FILING FORMS UNDER SECURITIES
ACT OF 1933, SECURITIES EXCHANGE ACT OF 1934 AND ENERGY POLICY AND
CONSERVATION ACT OF 1975--REGULATION S-K
8. The authority citation continues to read in part as follows:
Authority: 15 U.S.C. 77e, 77f, 77g, 77h, 77j, 77k, 77s,
77aa(25), 77aa(26), 77ddd, 77eee, 77ggg, 77hhh, 77iii, 77jjj, 77nnn,
77sss, 78c, 78i, 78j, 78l, 78m, 78n, 78o, 78w, 78ll(d), 79e, 79n,
79t, 80a-8, 80a-29, 80a-30, 80a-37, 80b-11, unless otherwise noted.
* * * * *
Sec. 229.501 [Amended]
9. By amending Sec. 229.501 (Item 501 Regulation S-K) by removing
paragraph (b), redesignating paragraph (c) as paragraph (b), and in
newly designated paragraph (b)(8) by removing the words ``, in red
ink''.
Sec. 229.601 [Amended]
10. By amending Sec. 229.601 (Item 601 of Regulation S-K) in the
exhibit table, by removing and reserving exhibit numbers (6), (7),
(11), (14) and (28), and by removing and reserving paragraphs (b)(6),
(b)(7), (b)(11), (b)(14) and (b)(28). .
Secs. 229.801 and 229.802 [Amended]
11. By amending Sec. 229.801 and Sec. 229.802 by removing and
reserving paragraph (a) in both sections, and by removing Industry
Guide 1.
PART 230--GENERAL RULES AND REGULATIONS, SECURITIES ACT OF 1933
12. 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,
78d, 78l, 78m, 78n, 78o, 78w, 78ll(d), 79t, 80a-8, 80a-29, 80a-30,
and 80a-37, unless otherwise noted.
* * * * *
Sec. 230.148 [Removed and reserved]
13. By removing and reserving Sec. 230.148.
14. By amending Sec. 230.252 by revising paragraph (h)(2) to read
as follows:
Sec. 230.252 Offering statement.
* * * * *
(h) Amendments.
(1) * * *
(2) An amendment to include a delaying notation pursuant to
paragraph (g)(2) or to remove one pursuant to paragraph (g)(3) of this
section after the initial filing of an offering statement may be made
by telegram, letter or facsimile transmission. Each such telegraphic
amendment shall be confirmed in writing within a reasonable time by
filing a signed copy. Such confirmation shall not be deemed an
amendment.
Secs. 230.300-230.346 [Removed and reserved]
15. By removing the undesignated center heading--Regulation B--and
removing and reserving Secs. 230.300 through 230.346 (Regulation B)
(The undesignated center heading ``Attention Electronic Filers'' and
the paragraph immediately following remain unchanged).
16. By amending Sec. 230.402 by removing the word ``manually'' from
the fourth sentence of paragraph (a), and from the fourth sentence of
paragraph (c), and by revising paragraph (e) to read as follows:
Sec. 230.402 Number of copies; binding; signatures.
* * * * *
(e) Signatures. Where the Act or the rules thereunder, including
paragraphs (a) and (c) of this section, require a document filed with
or furnished to the Commission to be signed, such document shall be
manually signed, or signed using either typed signatures or duplicated
or facsimile versions of manual signatures. Where typed, duplicated or
facsimile signatures are used, each signatory to the filing shall
manually sign a signature page or other document authenticating,
acknowledging or otherwise adopting his or her signature that appears
in the filing. Such document shall be executed before or at the time
the filing is made and shall be retained by the registrant for a period
of five years. Upon request, the registrant shall furnish to the
Commission or its staff a copy of any or all documents retained
pursuant to this section.
17. By amending Sec. 230.406 by revising the heading ``Preliminary
Note'' to read ``Preliminary Notes'', by designating the preliminary
note as preliminary note 1, adding preliminary note 2, removing from
paragraph (a) the words ``or on Form F-4 (Sec. 239.34 of this chapter)
complying with General Instruction F of that Form'', and removing
paragraph (j) to read as follows:
Sec. 230.406 Confidential treatment of information filed with the
Commission.
Preliminary Notes: (1) * * *
(2) All confidential treatment requests shall be submitted in paper
format only, whether or not the filer is an electronic filer. See Rule
101(c)(1)(i) of Regulation S-T (Sec. 232.101(c)(1)(i) of this chapter).
* * * * *
[[Page 9855]]
Secs. 230.445-230.447 [Removed and reserved]
18. By removing the undesignated center heading Competitive Bids
and removing and reserving Secs. 230.445 through 230.447.
Sec. 230.464 [Amended]
19. By amending Sec. 230.464 by revising the heading to read
``Effective date of post-effective amendments to registration
statements filed on Form S-8 and on certain Forms S-3, S-4, F-2 and F-
3.'' and by removing from the introductory text the words ``or on Form
F-4 (Sec. 239.34 of this chapter) that there is continued compliance
with General Instruction F of that Form'' and from paragraph (b) the
words ``or a Form F-4 registration statement complying with General
Instruction F of that Form''.
20. By amending Sec. 230.471 by designating the text as paragraph
(a) and adding paragraph (b) to read as follows:
Sec. 230.471 Signatures to amendments.
(a) * * *
(b) Where the Act or the rules thereunder require a document filed
with or furnished to the Commission to be signed, such document shall
be manually signed, or signed using either typed signatures or
duplicated or facsimile versions of manual signatures. Where typed,
duplicated or facsimile signatures are used, each signatory to the
filing shall manually sign a signature page or other document
authenticating, acknowledging or otherwise adopting his or her
signature that appears in the filing. Such document shall be executed
before or at the time the filing is made and shall be retained by the
registrant for a period of five years. Upon request, the registrant
shall furnish to the Commission or its staff a copy of any or all
documents retained pursuant to this section.
21. By amending Sec. 230.472 by revising the second sentence of
paragraph (b) to read as follows:
Sec. 230.472 Filing of amendments; number of copies.
* * * * *
(b) * * * Each such copy of the amended prospectus shall be
accompanied by a copy of the cross reference sheet required by Rule
481(a) (Sec. 230.481(a)), where applicable, if the amendment of the
prospectus resulted in any change in the accuracy of the cross
reference sheet previously filed. * * *
* * * * *
22. By amending Sec. 230.473 by revising the second sentence of
paragraph (c) and by removing from paragraph (d) the words ``or on Form
F-4 (Sec. 239.34 of this chapter) complying with General Instruction F
of that Form'' to read as follows:
Sec. 230.473 Delaying amendments.
* * * * *
(c) * * * Any such amendment filed after the filing of the
registration statement, any amendment altering the proposed date of
public sale of the securities being registered, or any amendment filed
pursuant to paragraph (b) of this section may be made by telegram,
letter or facsimile transmission. * * *
* * * * *
Sec. 230.494 [Removed and reserved]
23. By removing and reserving Sec. 230.494.
24. By amending Sec. 230.504 by revising paragraph (b)(1) to read
as follows:
Sec. 230.504 Exemption for limited offerings and sales of securities
not exceeding $1,000,000.
* * * * *
(b) Conditions to be met. (1) To qualify for exemption under this
Sec. 230.504, offers and sales must satisfy the terms and conditions of
Secs. 230.501 and 230.502(a).
* * * * *
Secs. 230.651-230.656 [Removed and reserved]
25. By removing the undesignated center heading and by removing and
reserving Secs. 230.651 through 230.656 (Regulation F).
Sec. 230.702 [Amended]
26. By removing Sec. 230.702(T).
Sec. 230.703 [Amended]
27. By removing Sec. 230.703(T).
Sec. 230.902 [Amended]
28. By amending Sec. 230.902 at the end of paragraph (a)(1) before
the word ``and'', add the words ``the Helsinki Stock Exchange; the
Alberta Stock Exchange; the Oslo Stock Exchange; the Mexico Stock
Exchange; and the Istanbul Stock Exchange;''.
PART 232--REGULATION S-T--GENERAL RULES AND REGULATIONS FOR
ELECTRONIC FILINGS
29. The authority citation for Part 232 continues to read as
follows:
Authority: 15 U.S.C. 77f, 77g, 77h, 77j, 77s(a), 77sss(a),
78c(b), 78l, 78m, 78n, 78o(d), 78w(a), 78ll, 79t(a), 80a-8, 80a-29,
80a-30 and 80a-37.
Sec. 232.311 [Amended]
30. By amending Sec. 232.311 by removing paragraph (c) and
redesignating paragraphs (d) through (i) as paragraphs (c) through (h).
PART 239--FORMS PRESCRIBED UNDER THE SECURITIES ACT OF 1933
31. The authority citation for Part 239 continues to read in part
as follows:
Authority: 15 U.S.C. 77f, 77f, 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.
* * * * *
32. By amending Form F-6 (referenced in Sec. 239.36) by removing
Items 3(e) and 4(a) and by redesignating Item 3(f) as Item 3(e) and
Items 4(b) and 4(c) as Items 4(a) and 4(b).
[Note: The text of Form F-6 does not, and the amendments thereto
will not, appear in the Code of Federal Regulations.]
Sec. 239.37 [Amended]
33. By amending Form F-7 (referenced in Sec. 239.37) in Part I,
Item 3 by removing the words ``Rule 24 of the Commission's Rules of
Practice'' from the second sentence and inserting ``Item 10(d) of
Regulation S-K'' in its place.
[Note: The text of Form F-7 does not, and the amendments thereto
will not, appear in the Code of Federal Regulations.]
Sec. 239.38 [Amended]
34. By amending Form F-8 (referenced in Sec. 239.38) in Part I,
Item 3 by removing the words ``Rule 24 of the Commission's Rules of
Practice'' from the second sentence and inserting ``Item 10(d) of
Regulation S-K'' in its place.
[Note: The text of Form F-8 does not, and the amendments thereto
will not, appear in the Code of Federal Regulations.]
Sec. 239.39 [Amended]
35. By amending Form F-9 (referenced in Sec. 239.39) in Part I,
Item 3 by removing the words ``Rule 24 of the Commission's Rules of
Practice'' from the second sentence and inserting ``Item 10(d) of
Regulation S-K'' in its place.
[Note: The text of Form F-9 does not, and the amendments thereto
will not, appear in the Code of Federal Regulations.]
Sec. 239.40 [Amended]
36. By amending Form F-10 (referenced in Sec. 239.40) in Part I,
Item 4 by removing the words ``Rule 24 of the Commission's Rules of
Practice'' from the second sentence and inserting ``Item 10(d) of
Regulation S-K'' in its place.
[Note: The text of Form F-10 does not, and the amendments
thereto will not, appear in the Code of Federal Regulations.]
Sec. 239.41 [Amended]
37. By amending Form F-80 (referenced in Sec. 239.41) in Part I,
Item 3
[[Page 9856]]
by removing the words ``Rule 24 of the Commission's Rules of Practice''
from the second sentence and inserting ``Item 10(d) of Regulation S-K''
in its place.
[Note: The text of Form F-80 does not, and the amendments
thereto will not, appear in the Code of Federal Regulations.]
Sec. 239.101 [Removed and reserved]
38. By removing and reserving Sec. 239.101 and by removing
Schedules A, B, C, D and Forms 1-G and 3-G referenced in that section.
Sec. 239.300 [Removed and reserved]
39. By removing and reserving Sec. 239.300 and by removing Form 1-
F.
Sec. 239.701 [Removed and reserved]
40. By removing and reserving Sec. 239.701 and by removing Form
701.
PART 240--GENERAL RULES AND REGULATIONS, SECURITIES EXCHANGE ACT OF
1934
41. 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.
* * * * *
42. By amending Sec. 240.12b-11 by removing the word ``manually''
from paragraph (b) and by revising paragraph (d) to read as follows:
Sec. 240.12b-11 Number of copies; signatures; binding.
* * * * *
(d) Signatures. Where the Act or the rules, forms, reports or
schedules thereunder, including paragraph (b) of this section, require
a document filed with or furnished to the Commission to be signed, such
document shall be manually signed, or signed using either typed
signatures or duplicated or facsimile versions of manual signatures.
Where typed, duplicated or facsimile signatures are used, each
signatory to the filing shall manually sign a signature page or other
document authenticating, acknowledging or otherwise adopting his or her
signature that appears in the filing. Such document shall be executed
before or at the time the filing is made and shall be retained by the
filer for a period of five years. Upon request, the filer shall furnish
to the Commission or its staff a copy of any or all documents retained
pursuant to this section.
43. By amending Sec. 240.13a-13 by revising the section heading and
paragraph (c) to read as follow:
Sec. 240.13a-13 Quarterly reports on Form 10-Q and Form 10-QSB
(Sec. 249.308a and Sec. 249.308b of this Chapter).
* * * * *
(c) Part I of the quarterly reports on Form 10-Q or Form 10-QSB
need not be filed by mining companies not in the production stage but
engaged primarily in the exploration for the development of mineral
deposits other than oil, gas or coal, if all of the following
conditions are met:
(1) The registrant has not been in production during the current
fiscal year or the two years immediately prior thereto; except that
being in production for an aggregate period of not more than eight
months over the three-year period shall not be a violation of this
condition.
(2) Receipts from the sale of mineral products or from the
operations of mineral producing properties by the registrant and its
subsidiaries combined have not exceeded $500,000 in any of the most
recent six years and have not aggregated more than $1,500,000 in the
most recent six fiscal years.
* * * * *
Sec. 240.13a-17 [Removed and reserved]
44. By removing and reserving Sec. 240.13a-17.
45. By amending Sec. 240.14d-1 by revising paragraph (d) to read as
follows:
Sec. 240.14d-1 Scope of and definitions applicable to Regulations 14D
and 14E.
* * * * *
(d) Signatures. Where the Act or the rules, forms, reports or
schedules thereunder require a document filed with or furnished to the
Commission to be signed, such document shall be manually signed, or
signed using either typed signatures or duplicated or facsimile
versions of manual signatures. Where typed, duplicated or facsimile
signatures are used, each signatory to the filing shall manually sign a
signature page or other document authenticating, acknowledging or
otherwise adopting his or her signature that appears in the filing.
Such document shall be executed before or at the time the filing is
made and shall be retained by the filer for a period of five years.
Upon request, the filer shall furnish to the Commission or its staff a
copy of any or all documents retained pursuant to this section.
46. By amending Sec. 240.15d-13 by revising the section heading and
paragraph (c) to read as follow:
Sec. 240.15d-13 Quarterly reports on Form 10-Q and Form 10-QSB
(Sec. 249.308a and Sec. 249.308b of this Chapter).
* * * * *
(c) Part I of the quarterly reports on Form 10-Q or Form 10-QSB
need not be filed by mining companies not in the production stage but
engaged primarily in the exploration for the development of mineral
deposits other than oil, gas or coal, if all of the following
conditions are met:
(1) The registrant has not been in production during the current
fiscal year or the two years immediately prior thereto; except that
being in production for an aggregate period of not more than eight
months over the three-year period shall not be a violation of this
condition.
(2) Receipts from the sale of mineral products or from the
operations of mineral producing properties by the registrant and its
subsidiaries combined have not exceeded $500,000 in any of the most
recent six years and have not aggregated more than $1,500,000 in the
most recent six fiscal years.
* * * * *
Sec. 239.15d-17 [Removed and reserved]
47. By removing and reserving Sec. 240.15d-17.
48. By amending Sec. 240.16a-3 by revising paragraph (i) to read as
follows:
Sec. 240.16a-3 Reporting transactions and holdings.
* * * * *
(i) Signatures. Where the Act or the rules, forms, reports or
schedules thereunder require a document filed with or furnished to the
Commission to be signed, such document shall be manually signed, or
signed using either typed signatures or duplicated or facsimile
versions of manual signatures. Where typed, duplicated or facsimile
signatures are used, each signatory to the filing shall manually sign a
signature page or other document authenticating, acknowledging or
otherwise adopting his or her signature that appears in the filing.
Such document shall be executed before or at the time the filing is
made and shall be retained by the filer for a period of five years.
Upon request, the filer shall furnish to the Commission or its staff a
copy of any or all documents retained pursuant to this section.
Sec. 240.16b-1 [Amended]
49. By amending Sec. 240.16b-1 by removing paragraph (c).
Sec. 240.16b-4 [Removed and reserved]
50. By removing and reserving Sec. 240.16b-4.
51. By amending Sec. 240.24b-2 by adding a preliminary note
preceding the text of paragraph (a) and by removing paragraph (g), to
read as follows:
[[Page 9857]]
Sec. 240.24b-2 Nondisclosure of information filed with the Commission
and with any exchange.
Preliminary Note
Confidential treatment requests shall be submitted in paper format
only, whether or not the filer is required to submit a filing in
electronic format.
* * * * *
PART 249--FORMS, SECURITIES EXCHANGE ACT OF 1934
52. The authority citation for Part 249 continues to read in part
as follows:
Authority: 15 U.S.C. 78a, et seq., unless otherwise noted;
* * * * *
Sec. 249.310 [Amended]
53. By amending Form 10-K (referenced in Sec. 249.310) by removing
general instruction I. and redesignating general instruction J. as
general instruction I.
[Note: The text of Form 10-K does not, and the amendments
thereto will not, appear in the Code of Federal Regulations.]
Sec. 249.310c [Removed and reserved]
54. By removing and reserving Sec. 249.310c and by removing Form
10-C.
Dated: March 5, 1996.
By the Commission.
Margaret H. McFarland,
Deputy Secretary.
[FR Doc. 96-5607 Filed 3-8-96; 8:45 am]
BILLING CODE 8010-01-P
