01-30979. Sunshine Act Meeting

Federal Register Citation of Previous Announcement:

[66 FR 63422, December 6, 2001].

Status:

Open Meeting.

Place:

450 Fifth Street, NW., Washington, DC.

Date and time of Previously Announced Meeting:

Thursday, December 13, 2001 at 10 a.m.

Change in the Meeting:

Cancellation of Meeting/Additional Meetings.

The open meeting schedule for Thursday, December 11, 2001, has been cancelled, and rescheduled for Wednesday, December 19, 2001, at 10 a.m., in Room 1C30, the William O. Douglas Room. In addition to the open meeting scheduled for Wednesday, December 19, 2001, the Commission will hold a closed meeting on Tuesday, December 18, 2001, at 10 a.m.

Commissioners, Counsel to the Commissioners, the Secretary to the Commission, and recording secretaries will attend the closed meeting. Certain staff members who have an interest in the matters may also be present.

The General Counsel of the Commission, or his designee, has certified that, in his opinion, one or more of the exemptions set forth in 5 U.S.C. 552b(2)(5), (7), (9)(A), (9)(B), and (10) and 17 CFR 200.402(a)(5), (7), 9(i), 9(ii) and (10), permit consideration of the scheduled matters at the closed meeting.

The subject matter of the closed meeting scheduled for Tuesday, December 18, 2001 will be:

Institution and settlement of injunctive actions;

Institution and settlement of administrative proceedings of an enforcement nature; and

Formal orders of investigation.

The subject matter of the open meeting scheduled for Wednesday, December 19, 2001 will be:

1. The Commission will consider the Nasdaq Stock Market, Inc.'s request that the Commission interpret section 28(e) of the Securities Exchange Act of 1934 to apply to riskless principal transactions in certain securities in light of recent amendments to Nasdaq's trade reporting rules.

For further information, please contact Catherine McGuire or Joseph Corcoran, Division of Market Regulation, at [phone]).

2. The Commission will consider whether to extend an order exempting broker-dealers from the requirement of Securities Exchange Act of 1934 section 17(e)(1)(B) and rule 17a-5(c) to regularly send certain financial information to their customers. To take advantage of the exemption, a broker-dealer must send its customers certain net capital information and must provide its customers instructions for obtaining the remainder of its required financial disclosures on its web site or by dialing a toll-free number for a paper copy. The curernt order (Exchange Act Release No. 42222, December 10, 1999) granted the exemption for two yeaers as a pilot program ending December 31, 2001.

For further informataion please contact Thomas K. McGowan, Assistant Director, Division of Market Regulation, at [phone].

3. The Commission will consider whether to adopt amendments to the disclosure requirements under the Securities Exchange Act of 1934 applicable to annual reports filed on Forms 10-K and 10-KSB and to proxy and information statements. The amendments will enhance disclosure about equity compensation plans, including the number of outstanding options, warrants and rights, as well as the number of securities remaining available for future issuance. The amendments require registrants to provide information separately for plans that have not been approved by security holders.

For further information, please contact Mark A. Borges, Office of Rulemaking, Division of Corporation Finance, at [phone].

4. The Commission will consider whether to adopt an amendment to rule 135b under the Securities Act of 1933. The amendment will clarify that an Options Disclosure Document prepared pursuant to rule 0b-1 under the Securities Exchange Act of 1934 is not a prospectus and therefore is not subject to liability under section 12(a)(2) of the Exchange Act.

For further information, please contact Ray Be, Office of Rulemaking, Division of Corporation Finance, at [phone].

5. The Commission will consider whether to propose an amendment to rule 146 under the Securities Act of 1933. The proposed amendment provides a definition of the term “qualified purchaser” for purposes of section 18(b)(3) of the Securities Act and thus posits an additional “covered security” preempting state securities registration and review.

For further information, please contact Marva Simpson, Office of Small Business Policy, Division of Corporation Finance, at [phone].

At times, changes in Commission priorities require alternations in the scheduling of meeting items. For further information and to ascertain what, if any, matters have been added, deleted or postponed, please contact: The Office of the Secretary at [phone].

Dated: December 11, 2001.

Jonathan G. Katz,

Secretary.