[Federal Register Volume 60, Number 131 (Monday, July 10, 1995)]
[Proposed Rules]
[Pages 35638-35642]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 95-16387]
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SECURITIES AND EXCHANGE COMMISSION
17 CFR Part 230
[Release No. 33-7185; File No. S7-15-95]
RIN 3235-AG51
Exemption for Certain California Limited Issues
AGENCY: Securities and Exchange Commission.
ACTION: Proposed rule.
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SUMMARY: In order to reduce regulatory burdens associated with certain
offers and sales of securities, the Commission today is proposing a new
exemption from its registration requirements for limited offerings of
up to $5 million that are exempt from qualification under recently
enacted California state securities law. In addition, public comment is
solicited on whether the prohibition against general solicitation in
certain Regulation D offerings should be reconsidered.
[[Page 35639]]
DATES: Comments should be submitted to the Commission on or before
September 8, 1995.
ADDRESSES: All comments concerning the proposed rules should be
submitted in triplicate to Jonathan G. Katz, Secretary, U.S. Securities
and Exchange Commission, Mail Stop 6-9, 450 Fifth Street, N.W.,
Washington D.C. 20549 and should refer to File Number S7-15-95. Comment
letters will be available for inspection and copying in the
Commission's public reference room at the same address.
FOR FURTHER INFORMATION CONTACT: Richard K. Wulff, Office of Small
Business Policy, Division of Corporation Finance, at (202) 942-2950 or
James R. Budge, Office of Disclosure Policy, Division of Corporation
Finance, at (202) 942-2910.
SUPPLEMENTARY INFORMATION: The Commission today is proposing a new Rule
1001 1 under Section 3(b) 2 of the Securities Act of 1933
(the ``Securities Act'').3 The new rule would exempt from the
registration requirements of the Securities Act offers and sales up to
$5 million that are exempt from state qualification under paragraph (n)
of Section 25102 of the California Corporations Code.4 Rule 144
5 also would be amended to include securities issued in reliance
upon Rule 1001 in the definition of ``restricted securities.''
\1\ The proposed rule would be added as Regulation CA, 17 CFR
230.1001.
\2\ 15 U.S.C. 77c(b).
\3\ 15 U.S.C. 77a et seq.
\4\ Cal. Corporations Code Sec. 25102(n).
\5\ 17 CFR 230.144.
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I. Introduction
Since the inception of the Securities Act, Congress has delegated
to the Commission the authority to exempt small issues from Securities
Act registration provisions when such action is consistent with the
public interest and the protection of investors. Soon after its
creation, the Commission exercised this authority to provide an
exemption for small offerings,6 and since then, has adopted other
rules from time to time, including exemptive rules under Section 3(b),
to assist small businesses' capital raising ability, where consistent
with investor protection.7
\6\ See Release Nos. 33-158, 159 (April 27, 1934).
\7\ See, e.g., Regulation A [17 CFR 230.251-230.263] and Rule
504 [17 CFR 230.504] in Regulation D [17 CFR 230.501-230.508].
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Today's proposal would provide a federal exemption for offerings of
up to $5 million 8 that meet the qualifications of a new
California exemption designed to assist small business capital
formation.9 The new California law provides an exemption from
state law registration for offerings made to specified classes of
qualified purchasers that are similar, but not the same as, accredited
investors under Regulation D. Unlike Regulation D, various methods of
general solicitations are permitted under the California law. The
Commission believes that the California exemption facilitates small
business capital raising with adequate protections to investors and
therefore proposes to exercise its exemptive authority in Section 3(b)
to provide a parallel federal exemption.
\8\ This is the maximum dollar amount permitted under the
Commission's Section 3(b) exemptive authority.
\9\ The Commission has established the Advisory Committee on the
Capital Formation and Regulatory Processes (``the Advisory
Committee''), chaired by Commissioner Steven M.H. Wallman. The
Advisory Committee is considering fundamental issues relating to the
regulatory framework governing the capital formation process,
including whether the current system of registering securities
offerings should be replaced with a company registration system. The
Advisory Committee may make recommendations that, if endorsed by the
Commission, may result in rule proposals or legislative
recommendations that could address the matters discussed in this
release.
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II. The California Exemption
On September 26, 1994, a new exemption from the issuer transactions
qualification provisions of the California Corporations Code became
effective.10 The provision was specifically designed ``to
facilitate the ability of small companies to raise capital to finance
their growth.'' 11
\10\ Chapter 828, Statutes of 1994 (Senate Bill 1951--Killea),
adding subdivision (n) to Corporations Code Section 25102.
\11\ Section 3, Senate Bill 1951.
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The exemption generally is limited to issuers that are California
corporations or any other form of business entity organized in that
state, including partnerships and trusts. In addition, non-California
organized businesses may use the exemption if they can attribute more
than 50 percent of property, payroll and sales to California and if
more than 50 percent of outstanding voting securities of the issuer are
held of record by persons having addresses in California. It is not
available for offerings relating to a rollup transaction, nor may it be
used by ``blind pool'' issuers or investment companies subject to the
Investment Company Act of 1940 (the ``Investment Company Act'').12
\12\ 15 U.S.C. 80a-1 et seq.
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Sales under the exemption must be effected only to qualified
purchasers who buy for investment purposes and not for redistribution.
A qualified purchaser is defined as:
Designated professional or institutional purchasers or
persons affiliated with the issuer;13
\13\ Officers and directors of corporate issuers (or persons
performing similar duties), general partners and trustees where the
issuer is a partnership or a trust, small business investment
companies, business development companies subject to the Investment
Company Act, private venture capital companies exempted from the
Investment Advisers Act of 1940 [15 U.S.C. 80b-1 et seq.], certain
natural persons, entities comprised of accredited investors, banks,
savings and loan associations, insurance companies, Investment
Company Act companies, non-issuer pension or profit-sharing trusts,
organizations described in Section 501(c)(3) of the Internal Revenue
Code [26 U.S.C. 501(c)(3)], business entities (corporations,
business trusts or partnerships) with assets of more than $5
million. All these persons would qualify as ``accredited investors''
under Rule 501(a) [17 CFR 230.501(a)].
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Certain relatives residing with qualified purchasers;
Promoters;
Any person purchasing more than $150,000 of securities in
the offering; 14
\14\ Under the California provision, $150,000 purchasers and
natural persons meeting a $1 million net worth or $250,000 annual
income test must also satisfy one of the following additional
suitability standards: (1) they must have, alone or with the
assistance of a professional advisor, the capacity to protect their
own interests; (2) they must have the ability to bear the economic
risk of the investment; or (3) the investment must not exceed 10
percent of the person's net worth.
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Entities whose equity owners are limited to officers,
directors and any affiliate of the issuer;
Reporting companies under the Securities Exchange Act of
1934 (the ``Exchange Act''), 15 if the transaction involves the
acquisition of all of an issuer's capital stock for investment;
\15\ 15 U.S.C. 78a et seq.
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A natural person whose net worth exceeds $500,000, or a
natural person whose net worth exceeds $250,000 if such purchaser's
annual income exceeds $100,000--in either case the transaction must
involve
(a) only a one-class voting stock (or preferred establishing the
same voting rights),
(b) an amount limited to no more than 10 percent of the purchaser's
net worth, and
(c) a purchaser able to protect his or her own interests (alone or
with the help of a professional advisor);16
\16\ This provision states that each such natural person, by
reason of his or her business or financial experience, or the
business or financial experience of his or her professional advisor
(who is unaffiliated with and who is not compensated, directly or
indirectly, by the issuer), can be reasonably assumed to have the
capacity to protect his or her interests in connection with the
transaction. The California Department of Corporations has indicated
that qualified investors under this rubric must have business or
financial experience or rely on a professional advisor. Release No.
94-C (September 27, 1994).
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Pension and profit sharing trusts, as well as 401(k) plans
17 and Individual
[[Page 35640]]
Retirement Accounts of individual qualified purchasers.
\17\ 26 U.S.C. 401(k).
Issuers must provide certain purchasers who are natural persons
18 a disclosure document as specified in Rule 502 of Regulation D
19 five days prior to any sale or commitment to purchase.
\18\ This delivery requirement is limited to those natural
persons designated as qualified purchasers because their net worth
exceeds $500,000, or whose net worth exceeds $250,000 where there is
an annual income of $100,000.
\19\ See 17 CFR 230.502(b)(2).
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Offers, oral or written, are generally limited to qualified
purchasers. However, the law does permit general announcements of a
proposed offering to be widely published and circulated, so long as
they contain only specified information. 20 This general
announcement process is modeled on the ``test the waters'' concept
being used by several of the states 21 and by the Commission in
connection with Regulation A.
\20\ The California provision limits the content of the general
announcement to the following items: the issuer's identity; the full
title of the securities being offered; the suitability standards of
prospective investors; a statement that no money is being sought or
will be accepted, that an indication of interest involves no
commitment to purchase and that under certain circumstances a
disclosure document will be provided prior to purchase; and the
name, address and telephone number of a person who can provide
further information about the offering. Only the following
additional information may be included at the issuer's option: a
brief description of the business, its geographical location and the
offering price or method of determination.
\21\ See CCH NASAA Reports para. 7036. Colorado, Kansas,
Massachusetts, Oklahoma, Oregon, Pennsylvania, Vermont, Virginia and
Washington are participating in a pilot program in this regard.
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A notice must be filed with the California Corporations
Commissioner at the initial offer of securities or with the publication
of a general announcement of proposed offering, whichever comes first,
accompanied by a $600 filing fee. A second filing is required within 10
business days after the close or abandonment of the offering, and in no
case later than 210 days after the filing of the initial notice.
Because the new California exemption combines a form of general
solicitation using a ``test the waters'' concept with a qualified
purchaser concept in part derived from the Uniform Limited Offering
Exemption (``ULOE''), 22 it does not fit well within any current
federal exemption, other than Rule 504, 23 which is limited to $1
million, or potentially the intrastate offering exemption. 24
Rules 505 of 506 of Regulation D prohibit general solicitations;
moreover, California's definition of qualified purchasers is broader
than Regulation D's. The intrastate offering exemption is available
only for those offerings by issuers incorporated and doing business in
California.
\22\ CCH NASAA Reports para. 6201.
\23\ 17 CFR 230.504.
\24\ Securities Act Section 3(a)(11) [15 U.S.C. 77c(a)(11)] and
Rule 147 [17 CFR 230.147].
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The Commission does not believe that these differences need to be
an impediment to the ability of small businesses to take full advantage
of the California exemption. While the qualified purchaser definition
differs somewhat from the accredited investor definition for
individuals, the California law includes additional suitability
standards. Moreover, the general announcement of proposed offering is
subject to significant limitation, thereby protecting against abuse of
the procedure. The provisions of the California law are consistent with
investor protection and the public interest, and therefore warrant the
Commission's full exercise of its exemptive authority under Section
3(b).
III. Proposed Regulation CA and Rule 1001
A. The Exemption
Proposed Rule 1001 would provide that offers and sales of
securities, in amounts of up to $5 million, that are exempt from
registration under the California securities law pursuant to paragraph
(n) of Sec. 25102 of the California Corporations Code are exempt from
the registration requirements of Section 5 of the Securities Act,
pursuant to Section 3(b) of that Act.\25\ The proposal would allow
reliance on Rule 1001 by all issuers that qualify for the state
exemption.\26\ Issuers would look to the state of California for
interpretations relating to who qualifies for the exemption, since any
person who lawfully relies on the state exemption also could rely on
its federal counterpart. Comment is requested as to whether proposed
Rule 1001 should include additional eligibility criteria, for example,
non-reporting status under the Exchange Act or small business issuer
status under federal securities laws, as defined in Securities Act Rule
405.\27\
\25\ Proposed Rule 1001(a). While the transactions would not be
subject to registration under Section 5, the antifraud provisions of
the federal securities laws would continue to be applicable to all
exempt transactions. See preliminary note 1 to proposed Rule 1001.
Proposed Rule 1001 would provide an exemption only for the
transactions in which the securities are offered or sold by the
issuer, not for the securities themselves.
\26\ As noted above, California law precludes reliance on the
exemption in connection with investment company, blind pool or roll-
up offerings; thus, the proposed Rule 1001 exemption also would be
unavailable in those cases.
\27\ 17 CFR 230.405.
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As proposed, the rule would not require issuers to notify the
Commission when they rely on the California exemption in view of the
notification provisions of the California law. Comment is solicited as
to whether a notice of reliance, similar to that used in connection
with Regulation D offerings, should be required.
B. Computation of $5 Million Amount
Proposed Rule 1001 exempts offerings up to $5 million, the maximum
allowed under Section 3(b). The $5 million limit would apply on an
offering by offering basis.\28\ This approach differs from that applied
in other Section 3(b) rules, where an annual dollar limit for the
aggregate of various Section 3(b) offers has been used.\29\ Rule 1001's
offering by offering approach is proposed to more closely parallel the
California exemptive provision. Comment is requested as to whether the
proposed approach is appropriate, or whether the more traditional
Section 3(b) annual aggregated offering approach should be used. If
commenters prefer that the amount allowed be reduced by other Section
3(b) offerings in the previous 12-month period, which offerings should
reduce the amount? \30\
\28\ Standard integration analysis concepts would apply. See
Release No. 33-4552 (November 7, 1962) [27 FR 11316].
\29\ See, e.g., Rule 251(b) [17 CFR 230.251(b)], Rule 504(b)(2)
[17 CFR 230.504(b)(2)] and Rule 505(b)(2)(i) [17 CFR
230.505(b)(2)(i)].
\30\ Where a transaction involves non-cash consideration, the
amount of the offering would be calculated as provided under
California law.
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C. Resale Limitations
The proposed exemption would provide that purchasers in the exempt
transaction receive ``restricted securities.'' \31\ Consequently,
purchasers would have to either register subsequent resales of the
securities or have an exemption for such sales. Categorizing the
securities offered and sold pursuant to the proposed exemption as
``restricted'' is consistent with the California exemption, since it
requires an investment intent on the part of purchasers in the
offering, and such shares could not be resold under California law
without qualification or some other exemption under such law. In
addition, the treatment is consistent with other federal exemptions,
the availability of which depends on the
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sophistication, wealth or institutional character of the investor.\32\
\31\ Proposed Rule 1001(c) and proposed amendment to Rule 144.
\32\ See, e.g., Section 4(6) of the Exchange Act [15 U.S.C.
78d(6)], Securities Act Rule 506 [17 CFR 230.506], and Securities
Act Rule 701 [17 CFR 230.701].
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IV. Similar Exemptions Adopted by Other States
While the exemption being proposed today is based on a California
statute, the Commission is proposing also to provide the same exemption
for each state that enacts a transaction exemption incorporating the
same standards used by California.\33\ This would be done either at
such time as the Commission may determine to adopt Rule 1001, or if a
state adopts such exemption later, the Commission will adopt a
coordinated exemption upon notification by the state. The Commission
requests comment on whether this proposed approach to adopting the Rule
1001 exemption for any state exemptions with the same requirements as
the California exemption is appropriate. Where states determine to
provide comparable exemptions that vary from the specific details of
the California law, the Commission would expect to propose for comment
an exemption comparable to that provided in Rule 1001.
\33\ Several states currently are considering enacting
exemptions comparable to the California law, but the Commission is
unaware of any that have been adopted as of the date of this
release.
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V. General Solicitation Under Regulation D and ULOE
The California exemption permits broad dissemination of information
about a proposed offering--called the ``general announcement''--
including specific information about the offering, such as the price of
the securities to be offered. This ability to reach out to a broad
audience to find possible interest, while formally offering and selling
only to qualified purchasers that may be found through that process,
appears to have the potential to significantly enhance the usefulness
of an exemption that limits sales to specified classes of purchasers.
As noted, however, this public dissemination is one of the features
of the California exemption that makes it difficult to fit within the
Regulation D exemption, since Regulation D prohibits general
solicitations, other than under the Rule 504 seed capital rule.
Similarly, ULOE, an official policy guideline of the North American
Securities Administrators Association, Inc. (``NASAA'') \34\ that was
adopted in coordination with the Commission's adoption of Regulation D,
also prohibits general solicitations in these offerings.\35\ The
inability to reach out broadly to find possible qualified investors for
Regulation D exempt offerings hampers the utility of the exemption and
may raise the costs to companies of trying to do these exempt
offerings; California's new exemption demonstrates the potential
benefits of reexamining the costs and benefits of such prohibition.
\34\ NASAA is an association of securities commissioners from
each of the 50 states, the District of Columbia, Puerto Rico, Mexico
and several of the Canadian provinces.
\35\ State statutes and rules based on NASAA's ULOE exempt
offers or sales of securities made in compliance with Rules 501-503,
505 and/or 506 of Regulation D [17 CFR 230.501-230.503, 230.505 and
230.506 respectively], including the prohibition of general
solicitations found in Rule 502(c).
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Against the backdrop of this new approach in California, the
Commission is considering whether amendments to Regulation D should be
proposed that would similarly facilitate better use of the exemptions
and lower the costs for companies by revising or eliminating the
prohibition against general solicitation for Rule 505 and 506
offerings.
Comment is requested on whether the Commission should explore with
NASAA the possibility of proposing such a change to Regulation D and
ULOE. If NASAA will not follow this approach, would it still be
worthwhile for the Commission to implement the change even if there
were not significant state uniformity?
If the Commission makes proposals to permit some form of general
solicitation in Rule 505 and 506 exempt offerings, a number of
approaches could be considered. For example, a limited approach similar
to the one adopted in California could be implemented. This allows a
written communication to be broadly disseminated, but specifically
limits the information allowed to be included. Would this approach be
sufficiently helpful in allowing companies to locate potential
investors for a private offering, or are the limitations overly
restrictive? Other approaches would permit more extensive
communications to be disseminated, including more extensive written and
oral communications,\36\ but could include some limitations, such as on
the methods of dissemination or the classes of issuers entitled to use
the provision. For example, would dissemination methods that are
designed to reach only accredited investors be workable? Should any
issuers be entitled to disseminate broadly to locate potential
investors, or should this be limited to specific classes of companies,
such as only non-reporting issuers, only small business issuers, or
only reporting issuers? Are there other approaches that the Commission
should consider?
\36\ See, e.g., Release No. 33-7188, a companion release
proposing to permit ``test the waters'' activity in anticipation of
a registered initial public offering, and Rule 254 of Regulation A
[17 CFR 230.254].
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Comment generally is requested on whether the Commission should
consider altering the general solicitation prohibition. Given that all
purchasers must continue to meet the requirements of Regulation D, and
all information required by the regulation must be provided prior to
purchase, would the ability to broadly disseminate to locate potential
investors compromise investor protection interests?
Finally, the Commission requests comment as to whether the question
of general solicitation in Regulation D or other private offerings
should be addressed through legislative changes to the Securities Act
rather than through Commission rulemaking. For example, should the
Commission seek specific authority under the Securities Act to exempt
private offerings that include general solicitations, provided that
sales are made only to qualified purchasers? More generally, should the
Commission recommend general exemptive legislation that would allow it
greater flexibility to address these or even broader kinds of issues?
VI. General Request for Comment
Any interested persons wishing to submit written comments on the
proposed Section 3(b) exemption as explained in this release, or the
questions regarding general solicitation, 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. Comment is requested from the point of view of the public
interest, the states, and the companies that would be affected;
comments should address any possible effects on investor protection
resulting from the proposed exemption. The Commission further requests
comment on any competitive burdens that might result from the adoption
of the proposals. Comments on this inquiry will be considered by the
Commission in complying with its responsibilities under Section 19(a)
of the Securities Act \37\ and Section 23 of the Exchange Act.\38\
Comment letters should refer to File Number S7-15-95. All comments
received will be available for public inspection and copying in the
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Commission's Public Reference Room, 450 Fifth Street, N.W., Washington,
D.C. 20549.
\37\ 15 U.S.C. 77s(a).
\38\ 15 U.S.C. 78w(a).
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VII. Cost-Benefit Analysis
To assist the Commission in its evaluation of the costs and
benefits that may result from the proposed exemption discussed in this
release, commenters are requested to provide views and data relating to
any costs and benefits associated with these proposals. It is expected
that compliance burdens will decrease with respect to issuers who
qualify for the proposed exemption, inasmuch as they would be able to
raise up to $5 million in capital without the burden and expense of
compliance with the registration and reporting requirements of the
federal securities laws.
VIII. 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 Rule 1001
exemption and the proposed amendment to Rule 144. The analysis notes
that the purpose of the proposals is to relieve small businesses of
federal registration requirements where the transaction is exempt from
qualification under paragraph (n) of Section 25102 of the California
Corporations Code.
As discussed more fully in the analysis, the changes would affect
persons that are small entities, as defined by the Commission's rules.
It is anticipated that small businesses that qualify for the proposed
exemption would experience a reduction in reporting, recordkeeping and
compliance burdens. The analysis also indicates that there are no
current rules that duplicate, overlap or conflict with the proposed
exemption.
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 proposals. The
Commission believes that there is no need for special small business
alternatives, since the purpose of the proposed rulemaking is to reduce
burdens for small business. The fact that larger entities also could
take advantage of the rule should not detract from that purpose.
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 proposals are adopted. A
copy of the analysis may be obtained by contacting James R. Budge,
Office of Disclosure Policy, Division of Corporation Finance, at (202)
942-2910, U.S. Securities and Exchange Commission, 450 Fifth Street,
N.W., Washington, D.C. 20549.
IX. Statutory Basis for the Proposal
Regulation CA, Rule 1001 and the amendment to Rule 144 are proposed
pursuant to Sections 3(b) and 19 of the Securities Act.
List of Subjects in 17 CFR Part 230
Registration requirements, Securities.
Text of the Proposed Exemption
In accordance with the foregoing, Title 17, Chapter II of the Code
of Federal Regulations is proposed to be amended as follows:
PART 230--GENERAL RULES AND REGULATIONS, SECURITIES ACT OF 1933
1. 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,
78l, 78m, 78n, 78o, 78w, 78ll(d), 79t, 80a-8, 89a-29, 80a-30, and
89a-37, unless otherwise noted.
* * * * *
2. By amending Sec. 230.144 by removing the period at the end of
paragraph (a)(3)(iv) and adding ``; or'' in its place and by adding
paragraph (a)(3)(v), to read as follows:
Sec. 230.144 Persons deemed not to be engaged in a distribution and
therefore not underwriters.
* * * * *
(a) * * *
(3) * * *
(v) Securities acquired from the issuer that are subject to the
resale limitations of Regulation CA (Sec. 230.1001).
* * * * *
3. By adding a new undesignated center heading and Sec. 230.1001,
to read as follows:
Regulation CA--Exemption for Certain Issues of Securities Exempt Under
State Law
Sec. 230.1001 Exemption for transactions exempt from qualification
under Sec. 25102(n) of the California Corporations Code.
Preliminary Notes: (1) Nothing in this section is intended to be
or should be construed as in any way relieving issuers or persons
acting on behalf of issuers from providing disclosure to prospective
investors necessary to satisfy the antifraud provisions of the
federal securities laws. This section only provides an exemption
from the registration requirements of the Securities Act of 1933
(``the Act'') [15 U.S.C. 77a et seq.].
(2) Nothing in this section obviates the need to comply with any
applicable state law relating to the offer and sales of securities.
(3) Attempted compliance with this section does not act as an
exclusive election; the issuer also can claim the availability of
any other applicable exemption.
(4) This exemption is not available to any issuer for any
transaction which, while in technical compliance with the provision
of this section, is part of a plan or scheme to evade the
registration provisions of the Act. In such cases, registration
under the Act is required.
(a) Exemption. Offers and sales of securities that satisfy the
conditions of paragraph (n) of Sec. 25102 of the California
Corporations Code, and paragraph (b) of this section, shall be exempt
from the provisions of Section 5 of the Securities Act of 1933 by
virtue of Section 3(b) of that Act.
(b) Limitation on and computation of offering price. The sum of all
cash and other consideration to be received for the securities shall
not exceed $5,000,000, less the aggregate offering price for all other
securities sold in the same offering of securities, whether pursuant to
this or another exemption.
(c) Resale limitations. Securities issued pursuant to this
Sec. 230.1001 are deemed to be ``restricted securities'' as defined in
Securities Act Rule 144 [Sec. 230.144]. Resales of such securities must
be made in compliance with the registration requirements of the Act or
an exemption therefrom.
Dated: June 27, 1995.
By the Commission.
Margaret H. McFarland,
Deputy Secretary.
[FR Doc. 95-16387 Filed 7-7-95; 8:45 am]
BILLING CODE 8010-01-P
