[Federal Register Volume 69, Number 225 (Tuesday, November 23, 2004)]
[Rules and Regulations]
[Pages 68232-68236]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 04-25938]



[[Page 68231]]

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Part IV





Securities and Exchange Commission





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17 CFR Parts 210, 240, and 249



Temporary Postponement of the Final Phase-In Period for Acceleration of 
Periodic Report Filing Dates; Final Rule

Federal Register / Vol. 69, No. 225 / Tuesday, November 23, 2004 / 
Rules and Regulations

[[Page 68232]]


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SECURITIES AND EXCHANGE COMMISSION

17 CFR Parts 210, 240 and 249

[Release Nos. 33-8507; 34-50684; File No. S7-32-04]
RIN 3235-AJ30


Temporary Postponement of the Final Phase-In Period for 
Acceleration of Periodic Report Filing Dates

AGENCY: Securities and Exchange Commission.

ACTION: Final rule.

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SUMMARY: We are adopting amendments to postpone for one year the final 
phase-in period for acceleration of the due dates of quarterly and 
annual reports required to be filed under the Securities Exchange Act 
of 1934 by certain reporting companies known as ``accelerated filers,'' 
which are issuers that have a public float of at least $75 million, 
that have been subject to the Exchange Act's reporting requirements for 
at least 12 calendar months, that previously have filed at least one 
annual report, and that are not eligible to file their quarterly and 
annual reports on Forms 10-QSB and 10-KSB.

DATES: Effective December 23, 2004.

FOR FURTHER INFORMATION CONTACT: Jennifer G. Williams, Attorney-
Advisor, Office of Rulemaking, Division of Corporation Finance, at 
(202) 942-2910, U.S. Securities and Exchange Commission, 450 Fifth 
Street, NW., Washington, DC 20549.

SUPPLEMENTARY INFORMATION: We are adopting amendments to Rules 3-01,\1\ 
3-09 \2\ and 3-12 \3\ of Regulation S-X,\4\ and Forms 10-Q \5\ and 10-
K,\6\ as well as Rules 13a-10 \7\ and 15d-10,\8\ under the Securities 
Exchange Act of 1934.\9\
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    \1\ 17 CFR 210.3-01.
    \2\ 17 CFR 210.3-09.
    \3\ 17 CFR 210.3-12.
    \4\ 17 CFR 210.1-01 et seq.
    \5\ 17 CFR 249.308a.
    \6\ 17 CFR 249.310.
    \7\ 17 CFR 240.13a-10.
    \8\ 17 CFR 240.15d-10.
    \9\ 15 U.S.C. 78a et seq.
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I. Introduction

    On September 5, 2002, we adopted amendments to certain rules and 
forms to accelerate the filing of quarterly, annual and transition 
reports under the Securities Exchange Act of 1934 \10\ by reporting 
companies that are ``accelerated filers.'' \11\ Exchange Act Rule 12b-2 
\12\ defines an ``accelerated filer'' to mean an issuer after it first 
meets the following conditions as of the end of its fiscal year:
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    \10\ Id.
    \11\ Release No. 33-8128 (Sept. 5, 2002)[67 FR 58480]. On April 
8, 2003, we published technical amendments to these final rules in 
Release No. 33-8128A [67 FR 17880].
    \12\ 17 CFR 240.12b-2.
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    <bullet> The issuer has a public float of $75 million or more as 
computed on the last business day of the issuer's most recently 
completed second fiscal quarter;
    <bullet> The issuer has been subject to Exchange Act reporting 
requirements for at least 12 calendar months;
    <bullet> The issuer has filed at least one annual report; and
    <bullet> The issuer is not eligible to use Forms 10-KSB and 10-QSB 
for its annual and quarterly reports.
    We also adopted changes to related rules governing the timeliness 
of financial information in Commission filings, such as Securities Act 
registration statements and proxy statements and information statements 
under Section 14 of the Exchange Act.
    We originally determined to phase-in the accelerated filing 
deadlines over a three-year period in an effort to balance the market's 
need for information with the time companies need to prepare that 
information without undue burden. In our September 2002 adopting 
release, we stated that a phase-in period would allow a greater 
transition period for companies to adjust their reporting schedules and 
to develop efficiencies to ensure that the quality and accuracy of 
reported information would not be compromised.
    Year one of the phase-in period began for accelerated filers with 
fiscal years ending on or after December 15, 2002. During year one, the 
annual report deadline remained at 90 days after fiscal year end, and 
the quarterly report deadline remained at 45 days after the end of a 
quarter, but accelerated filers became subject to new disclosure 
requirements concerning website access to their Exchange Act 
reports.\13\ In year two, the deadline for annual reports filed for 
fiscal years ending on or after December 15, 2003 was accelerated to 75 
days and the deadline for the three subsequently filed quarterly 
reports was accelerated to 40 days. We currently are in year two of the 
phase-in period.
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    \13\ See Item 101(e) of Regulation S-K [17 CFR 229.101(e)].
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    In year three, the annual report deadline was to become further 
accelerated to 60 days with respect to annual reports filed for fiscal 
years ending on or after December 15, 2004, and the deadline for the 
three subsequently filed quarterly reports was to change to 35 days. 
This would have completed the phase-in, with the 60-day and 35-day 
deadlines remaining in place for all subsequent periods.

II. Proposing Release

    On August 25, 2004, we published for comment a proposal to postpone 
for one year the final phase-in period for acceleration of the filing 
deadlines of annual and quarterly reports filed by ``accelerated 
filers,'' as defined in Exchange Act Rule 12b-2.\14\ Specifically, the 
annual report deadline would remain at 75 days and the quarterly report 
deadline would remain at 40 days for annual reports filed for fiscal 
years ending on or after December 15, 2004, and the three subsequently 
filed quarterly reports. The accelerated filing phase-in period would 
resume for reports filed for fiscal years ending on or after December 
15, 2005, during which an accelerated filer would have to file its 
annual report within 60 days after year end and file its next three 
quarterly reports within 35 days. These filing deadlines would then 
remain in place for all annual and quarterly reports filed thereafter. 
We proposed the one year postponement to allow additional time and 
opportunity for accelerated filers and their auditors to focus their 
efforts on complying with our new requirements regarding internal 
control over financial reporting.\15\ An accelerated filer must begin 
to include both a management report and auditor report on the 
effectiveness of its internal control over financial reporting in its 
annual report filed for its first fiscal year ending on or after 
November 15, 2004.\16\
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    \14\ See Release No. 33-8477 (Aug. 25, 2004) [69 FR 53550] (the 
``Proposing Release'').
    \15\ See Release No. 33-8238 (June 5, 2003) [68 FR 36636]. See 
also Release No. 33-8392 (Feb. 24, 2004) [69 FR 9722].
    \16\ Item 308 of Regulations S-B and S-K [17 CFR 228.308 and 
229.308].
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    We received forty-one comment letters on the proposal \17\ from

[[Page 68233]]

companies, accounting firms, individual accountants, business 
associations and law firms.\18\ An overwhelming majority of the 
commenters supported the proposed postponement.\19\ They agreed that a 
postponement of the final phase-in period for acceleration of the 
annual report would provide additional time for companies and auditors 
to focus their efforts and resources on complying with the internal 
control requirements.\20\ A few of these commenters noted the proposed 
postponement would afford accelerated filers more time to address 
difficult analytical issues that may arise in the course of 
management's internal control assessment.\21\ Several commenters agreed 
that the additional time would allow companies to improve the accuracy 
and reliability of financial reports available to investors.\22\
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    \17\ See letters from Addison, American Bar Association 
(``ABA''), American Institute of Certified Public Accountants 
(``AICPA''), American Society of Corporate Secretaries (``ASCS''), 
America's Community Bankers (``ACB''), AmSouth Bancorporation 
(``AmSouth''), Astoria Financial Corporation (``Astoria''), BDO 
Seidman (``BDO''), Becker & Poliakoff (``Becker''), Bierce & 
Kenerson (``Bierce''), BMC Software (``BMC''), Business Roundtable 
(``BR''), Central Vermont Public Service Corporation (``CVPSC''); 
Computer Sciences Corp. (``CSC''), Deloitte & Touche 
(``Deloitte2''), Eli Lilly and Company (``Eli Lilly''), Enterprise 
Products (``EP''), Ernst & Young (``E&Y''), Federal Signal 
Corporation (``FSC''), FFLC Bancorp (``FFLC''), First Federal 
Bancshares of Arkansas (``FFBA''), FirstBank Northwest 
(``FirstBank''), Franklin Financial Services Corporation (``FFSC''), 
Gary Bilello, CPA (``Bilello''), Horizon Organic Dairy 
(``Horizon''), ICU Medical (``ICU''), KPMG, MAXXAM, MBNA, National 
Association of Real Estate Investment Trusts (``NAREIT''), New York 
State Bar Association (``NYSBA''), Paul Allen, CPA (``Allen''), 
Pfizer, PricewaterhouseCoopers (``PWC''), Protective Life 
Corporation (``PLC''), Red Robin Gourmet Burgers (``Red Robin''), 
Spectrum Organic Products (``Spectrum''), The Chubb Corporation 
(``Chubb''), Troutman Sanders (``Troutman''), Valero Energy 
Corporation (``VEC'') and Vineyard National Bancorp (``Vineyard''). 
The public comments that we received and a summary of the comments 
prepared by our staff (the ``Comment Summary'') are available for 
inspection in our Public Reference Room at 450 Fifth Street, NW., 
Washington, DC 20549 in File No. S7-32-04, or may be viewed at 
http://www.sec.gov/rules/proposed/33-8477.htm.
    \18\ Prior to publishing the proposed amendments, we received a 
letter from James H. Quigley, Chief Executive Officer of Deloitte & 
Touche USA to Donald Nicolaisen, Chief Accountant for the Commission 
(Jul. 28, 2004) (``Deloitte1'') and a letter from Deloitte & Touche 
LLP, Ernst & Young LLP, KPMG LLP, and PricewaterhouseCoopers LLP to 
Donald T. Nicolaisen, Chief Accountant for the Commission (Aug. 3, 
2004) (``Four Firms''). These two letters and transmittal memorandum 
are included in File No. S7-32-04.
    \19\ See, for example, letters from AICPA, BR, Eli Lilly and 
MBNA.
    \20\ Some commenters confirmed that compliance with the internal 
control requirements is placing substantial demands on the same 
personnel and systems are key to preparing and filing periodic 
reports. See, for example, letters from the ASCS, BMC and FSC.
    \21\ See, for example, letters from the ABA, Eli Lilly and E&Y.
    \22\ See, for example, letters from Astoria, NYSBA, and PWC.
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    All commenters remarking on the issue suggested that the final 
phase-in of the accelerated filing deadlines should be postponed for 
both annual and quarterly reports. Some of these commenters stated that 
the additional time to file quarterly reports would assist management 
in improving and refining companies' ongoing evaluation and testing of 
internal control over financial reporting.\23\ Other commenters noted 
that applying the postponement to the annual and quarterly reports 
would simplify companies' efforts to plan and implement the 
acceleration of the filing deadlines with respect to both types of 
reports in year four.\24\
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    \23\ See, for example, letters from Astoria, AICPA and E&Y.
    \24\ See, for example, letters from ABA, BR and NYSBA.
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    In the Proposing Release, we requested comment on possible 
alternatives to the proposed postponement, such as whether we should 
extend the filing deadlines only for accelerated filers requesting an 
extension by filing Form 12b-25 under the Exchange Act. All of those 
commenting on this alternative rejected it on grounds that companies 
would have to incur additional time and cost to file Form 12b-25 and 
that public filing of the form could raise unnecessary concerns about 
the registrant in the capital markets.\25\ They favored the proposed 
approach and expressed the view that the one year postponement would 
more uniformly assist companies in their efforts to thoroughly 
implement the internal control requirements.\26\
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    \25\ See, for example, letters from BMC, ICU and Pfizer.
    \26\ See, for example, letters from AmSouth, Eli Lilly and FSC.
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III. Final Rule Amendments

    Based on the public comments, we are adopting the amendments to 
postpone for one year the completion of the final phase-in of the 
accelerated filing deadlines for annual and quarterly reports, as 
proposed. We also are adopting the proposed conforming changes to the 
deadlines for transition reports to ensure the deadlines are similar to 
the deadlines for periodic reports.
    Under the amended rules, the deadline for an accelerated filer to 
file its annual report for its fiscal year ending on or after December 
15, 2004 will remain at 75 days after fiscal year end. Similarly, the 
quarterly report deadlines for the three subsequently filed quarterly 
reports will remain at 40 days after quarter end. The current year two 
deadlines therefore will remain in place for one additional year, which 
is year three of the phase-in period. The phase-in schedule will resume 
in year four, during which an accelerated filer will have to file its 
annual report within 60 days after its fiscal year ending on or after 
December 15, 2005. The company will then have to file its next three 
quarterly reports within 35 days after quarter end. At the end of year 
four, the accelerated filing phase-in period will be complete, with the 
60-day and 35-day deadlines remaining in place for accelerated filers 
for all subsequent periods.
    We are also adopting conforming amendments to Regulation S-X to 
apply the postponed phase-in period to the financial information 
updating requirements in other Commission filings, such as Securities 
Act and Exchange Act registration statements and proxy statements and 
information statements under Section 14 of the Exchange Act, as these 
updating requirements also are tied to periodic report due dates under 
the Exchange Act.\27\ Updated interim financial information will 
continue to be required within 130 days after the end of the 
registrant's fiscal year for a fiscal year ending on or after December 
15, 2004 and before December 15, 2005. The phase-in schedule will 
resume in year four, during which updated interim financial information 
will be required within 125 days after the end of the registrant's 
fiscal year for fiscal years ending on or after December 15, 2005.
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    \27\ 15 U.S.C. 78n.
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    In the Proposing Release, we requested comment on whether the 
length of the proposed postponement was appropriate. Several of the 
commenters agreed that the one-year postponement was appropriate.\28\
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    \28\ See the letters from ABA, AICPA, AmSouth, Astoria, BMC, BR, 
Pfizer and PWC.
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    A number of commenters offered suggestions outside the scope of the 
proposal. For example, nine commenters recommended that the Commission 
postpone the implementation of the internal control requirements by one 
year or some other period to improve managements' initial assessments 
of internal controls and accountants' internal control audits.\29\ Four 
commenters requested that we increase the public float threshold in the 
Rule 12b-2 definition of an ``accelerated filer.'' \30\ Finally, four 
commenters asserted that we should reconsider whether further 
acceleration of the current periodic report filing deadlines may have 
potential adverse consequences on the quality and accuracy of 
information provided to investors.\31\
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    \29\ See the letters from ACB, Allen, Becker, Bierce, Bilello, 
FFLC, FFSC, Red Robin and Troutman.
    \30\ See the letters from Becker, BDO, FFSC and Spectrum.
    \31\ See the letters from BDO, Chubb, Pfizer and PLC. We 
considered this issue when the accelerated filing requirements 
initially were proposed.
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    The limited purpose of the amendments that we are adopting is to 
address concerns that were raised that the final step in acceleration 
of the periodic reports could impede some accelerated filers' initial 
efforts to implement the internal control requirements carefully and 
completely. While we will continue to closely monitor the quality of 
financial

[[Page 68234]]

reporting, we remain committed to the completion of the final phase-in 
period of the accelerated filing deadlines after the one year 
postponement.

IV. Paperwork Reduction Act

    The amendments that we are adopting postpone the final phase-in of 
accelerating filing deadlines of quarterly reports on Form 10-Q and 
annual reports on Form 10-K for companies that are ``accelerated 
filers,'' as defined in Exchange Act Rule 12b-2.\32\ Our amendments to 
postpone the final compliance dates will not change the information 
required to be included in accelerated filers' annual and quarterly 
reports; they affect only the forms' due dates. We did not receive any 
comments on the Paperwork Reduction Act analysis contained in the 
Proposing Release.
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    \32\ 17 CFR 240.12b-2.
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V. Cost-Benefit Analysis

    The amendments that we are adopting postpone the final phase-in of 
accelerated filing deadlines of quarterly and annual reports filed by 
``accelerated filers,'' as defined in Exchange Act Rule 12b-2. 
Specifically, the annual report deadline will remain at 75 days for 
annual reports filed for the fiscal year ending on or after December 
15, 2004, and the quarterly report deadline will remain at 40 days for 
the three subsequently filed quarterly reports. The accelerated filing 
phase-in period will resume for reports filed for fiscal years ending 
on or after December 15, 2005, during which an accelerated filer will 
have to file its annual report within 60 days after year end and file 
its next three quarterly reports within 35 days. These filing deadlines 
will then remain in place for all annual and quarterly reports filed 
thereafter. In this section, we examine the benefits and costs of our 
amendments.

A. Benefits

    The amendments will afford an accelerated filer's management an 
additional 15 days after the end of the filer's fiscal year ending on 
or after November 15, 2004 to carefully evaluate the effectiveness of 
the company's internal control over financial reporting and to prepare 
a report assessing such effectiveness. The amendments also will allow 
the accelerated filer's independent auditor additional time to prepare 
its report on the effectiveness of the filer's internal control over 
financial reporting in sufficient time for inclusion in the company's 
annual report. We expect investors to benefit from the additional time 
that we are affording companies and their auditors to prepare 
meaningful disclosure about their internal control reviews in this 
period of initial compliance with the internal control requirements 
during which we expect companies and auditors to incur the highest 
compliance burdens.
    Many commenters representing companies, accounting firms, 
individual accountants, business associations and law firms concurred 
with our assessment of the benefits of the proposal. They believed that 
postponing the final phase-in period for acceleration of the filing 
deadlines of periodic reports will afford accelerated filers and their 
auditors greater opportunity to focus their efforts and resources on 
successfully completing their first assessment and documentation of 
internal control over financial reporting with care and accuracy. These 
commenters concurred with our view that investors will benefit from the 
more thoughtful and meaningful disclosure that companies will be able 
to provide if the postponement is adopted. They also thought that 
adoption of the proposed postponement strikes an appropriate balance 
between the quality and integrity of financial reporting and the 
market's need for timely information.

B. Costs

    The amendments will result in investors not having access to the 
information included in accelerated filers' quarterly and annual 
reports as quickly as they would have if we adhered to the original 
accelerated filing phase-in schedule. However, the delay of information 
will be temporary and limited to 15 days with respect to annual reports 
and five days with respect to quarterly reports.
    None of the commenters believed that investors would be 
significantly disadvantaged by the proposal. Commenters emphasized that 
the benefits from the postponement substantially outweighed any minor 
impact on the delay of information to investors.\33\ Some of the 
commenters thought that the recent Form 8-K requirements,\34\ which 
expanded the number of reportable events, should help to provide 
investors with timely information regarding any significant events in 
the interim.\35\
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    \33\ See, for example, letters from ASCS, Eli Lilly, Enterprise, 
E&Y, and PWC.
    \34\ See Release No. 333-8400 (March 16, 2004) [69 FR 48370].
    \35\ See, for example, letters from ASCS, E&Y, and Pfizer.
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VI. Consideration of Burden on Competition, and Promotion of 
Efficiency, Competition, and Capital Formation

    Section 23(a)(2) of the Exchange Act \36\ requires us, when 
adopting rules under the Exchange Act, to consider the impact that any 
new rule would have on competition. In addition, Section 23(a)(2) 
prohibits us from adopting any rule that would impose a burden on 
competition not necessary or appropriate in furtherance of the purposes 
of the Exchange Act. Furthermore, Section 3(f) of the Exchange Act \37\ 
requires us, when engaging in rulemaking where we are required to 
consider or determine whether an action is necessary or appropriate in 
the public interest, to consider, in addition to the protection of 
investors, whether the action will promote efficiency, competition, and 
capital formation. We have considered the amendments in light of 
standards in these provisions.
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    \36\ 15 U.S.C. 78w(a)(2).
    \37\ 15 U.S.C. 78c(f).
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    The amendments will minimize the cost and disruption of 
implementing the accelerated final phase-in period at the same time 
companies and their external auditors must comply for the first time 
with our new internal control over financial reporting requirements. 
The amendments will provide additional time for affected companies and 
their auditors to conduct a high-quality and thorough initial 
assessment and audit of the effectiveness of the companies' internal 
control over financial reporting. This, in turn, will increase the 
reliability and integrity of the company's financial reporting to 
investors. Enhanced investor confidence leads to increased efficiency 
and competitiveness of the U.S. capital markets. Increased market 
efficiency and investor confidence also should encourage more efficient 
capital formation.
    The amendments may have certain negative effects. The adopted 
postponement of compliance dates will delay the timeliness and 
accessibility of Exchange Act reports to investors and the financial 
markets. The delay of information to investors may hinder an investor's 
ability to make informed decisions, and as a result, may impede market 
efficiency and delay capital formation. However, the delay will be 
limited to 15 days with respect to annual reports and five days with 
respect to quarterly reports; these negative effects are temporary and 
will be eliminated once the final phase-in

[[Page 68235]]

period is completed next year. Furthermore, we believe that the 
proposal will not have any additional competitive effect between 
accelerated and non-accelerated filers other than the incremental costs 
imposed by accelerated deadlines.
    We did not receive any comment on any anti-competitive effects of 
the proposal or how the proposal would affect efficiency, competition 
and capital formation. Many commenters concurred that the combination 
of the internal control requirements and further acceleration of the 
reporting deadlines at the same time will diminish the quality of 
financial reports available to investors as well as increase the cost 
of financial reporting requirements. A few commenters believed that a 
disproportionate number of accelerated filers rely on Rule 12b-25 to 
obtain filing extensions if the proposal was not adopted, and asserted 
that such action could raise unnecessary concerns about these filers in 
the capital markets.\38\
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    \38\ See, for example, the letter from the Four Firms.
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VII. Regulatory Flexibility Analysis Certification

    Under Section 605(b) of the Regulatory Flexibility Act,\39\ we 
certified that, when adopted, the proposal would not have a significant 
economic impact on a substantial number of small entities. We included 
this certification in Part VII of the Proposing Release. While we 
solicited written comment regarding this certification, none of the 
commenters responded to this request.
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    \39\ 5 U.S.C. 605(b).
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VIII. Statutory Authority and Text of Rule Amendments

    The amendments contained in this document are being adopted under 
the authority set forth in Sections 3(b) and 19(a) of the Securities 
Act and Sections 13, 15(d) and 23(a) of the Exchange Act.

Text of Rule Amendments

List of Subjects in 17 CFR Parts 210, 240 and 249

    Reporting and recordkeeping requirements, Securities.

0
In accordance with the foregoing, Title 17, Chapter II of the Code of 
Federal Regulations is 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, INVESTMENT ADVISERS ACT OF 1940, AND ENERGY 
POLICY AND CONSERVATION ACT OF 1975

0
1. The authority citation for Part 210 continues to read as follows:

    Authority: 15 U.S.C. 77f, 77g, 77h, 77j, 77s, 77z-2, 77z-3, 
77aa(25), 77aa(26), 78c, 78j-1, 78l, 78m, 78n, 78o(d), 78q, 78u-5, 
78w(a), 78ll, 78mm, 79e(b), 79j(a), 79n, 79t(a), 80a-8, 80a-20, 80a-
29, 80a-30, 80a-31, 80a-37(a), 80b-3, 80b-11, 7202 and 7262, unless 
otherwise noted.


0
2. Section 210.3-01 is amended by revising paragraphs (e)(1)(ii) and 
(iii), (i)(1)(i)(B) and (C), (i)(2)(i)(B) and (C) and (i)(2)(ii) to 
read as follows:


Sec.  210.3-01  Consolidated balance sheets.

* * * * *
    (e) * * *
    (1) * * *
    (ii) 130 days for fiscal years ending on or after December 15, 2003 
and before December 15, 2005; and
    (iii) 125 days for fiscal years ending on or after December 15, 
2005; and
* * * * *
    (i)(1) * * *
    (i) * * *
    (B) 75 days for fiscal years ending on or after December 15, 2003 
and before December 15, 2005; and
    (C) 60 days for fiscal years ending on or after December 15, 2005; 
and
    (2) * * *
    (i) * * *
    (B) 129 days subsequent to the end of the registrant's most recent 
fiscal year for fiscal years ending on or after December 15, 2003 and 
before December 15, 2005; and
    (C) 124 days subsequent to the end of the registrant's most recent 
fiscal year for fiscal years ending on or after December 15, 2005; and
* * * * *


0
3. Section 210.3-09 is amended by revising paragraph (b)(3)(i)(B) and 
(C) and (b)(4)(i)(B) and (C) to read as follows:


Sec.  210.3-09  Separate financial statements of subsidiaries not 
consolidated and 50 percent or less owned persons.

* * * * *
    (b) * * *
    (3) * * *
    (i) * * *
    (B) 75 days for fiscal years ending on or after December 15, 2003 
and before December 15, 2005; and
    (C) 60 days for fiscal years ending on or after December 15, 2005; 
and
    (ii) * * *
    (4) * * *
    (i) * * *
    (B) 75 days for fiscal years ending on or after December 15, 2003 
and before December 15, 2005; and
    (C) 60 days for fiscal years ending on or after December 15, 2005; 
and
* * * * *


0
4. Section 210.3-12 is amended by revising paragraph (g)(1)(i)(B) and 
(C) and (g)(2)(i)(B) and (C) to read as follows:


Sec.  210.3-12  Age of financial statements at effective date of 
registration statement or at mailing date of proxy statement.

* * * * *
    (g)(1) * * *
    (i) * * *
    (B) 130 days for fiscal years ending on or after December 15, 2003 
and before December 15, 2005; and
    (C) 125 days for fiscal years ending on or after December 15, 2005; 
and
    (ii) * * *
    (2) * * *
    (i) * * *
    (B) 75 days for fiscal years ending on or after December 15, 2003 
and before December 15, 2005; and
    (C) 60 days for fiscal years ending on or after December 15, 2005; 
and
* * * * *

PART 240--GENERAL RULES AND REGULATIONS, SECURITIES EXCHANGE ACT OF 
1934

0
5. The authority citation for part 240 continues to read, in part, as 
follows:

    Authority: 15 U.S.C. 77c, 77d, 77g, 77j, 77s, 77z-2, 77z-3, 
77eee, 77ggg, 77nnn, 77sss, 77ttt, 78c, 78d, 78e, 78f, 78g, 78i, 
78j, 78j-1, 78k, 78k-1, 78l, 78m, 78n, 78o, 78p, 78q, 78s, 78u-5, 
78w, 78x, 78ll, 78mm, 79q, 79t, 80a-20, 80a-23, 80a-29, 80a-37, 80b-
3, 80b-4, 80b-11, and 7201 et. seq.; and 18 U.S.C. 1350, unless 
otherwise noted.
* * * * *


0
6. Section 240.13a-10 is amended by revising paragraph (j)(1)(i)(B) and 
(C) and (j)(2)(i)(B) and (C) to read as follows:


Sec.  240.13a-10  Transition reports.

* * * * *
    (j)(1) * * *
    (i) * * *
    (B) 75 days for fiscal years ending on or after December 15, 2003 
and before December 15, 2005; and
    (C) 60 days for fiscal years ending on or after December 15, 2005; 
and
    (ii) * * *
    (2) * * *
    (i) * * *
    (B) 40 days for fiscal years ending on or after December 15, 2004 
and before December 15, 2006; and

[[Page 68236]]

    (C) 35 days for fiscal years ending on or after December 15, 2006; 
and


0
7. Section 240.15d-10 is amended by revising paragraph (j)(1)(i)(B) and 
(C) and (j)(2)(i)(B) and (C) to read as follows:


Sec.  240.15d-10  Transition reports.

* * * * *
    (j)(1) * * *
    (i) * * *
    (B) 75 days for fiscal years ending on or after December 15, 2003 
and before December 15, 2005; and
    (C) 60 days for fiscal years ending on or after December 15, 2005; 
and
    (ii) * * *
    (2) * * *
    (i) * * *
    (B) 40 days for fiscal years ending on or after December 15, 2004 
and before December 15, 2006; and
    (C) 35 days for fiscal years ending on or after December 15, 2006; 
and
* * * * *

PART 249--FORMS, SECURITIES EXCHANGE ACT OF 1934

0
8. The authority citation for part 249 continues to read, in part, as 
follows:

    Authority: 15 U.S.C. 78a et seq. and 7201 et seq.; and 18 U.S.C. 
1350, unless otherwise noted.
* * * * *

0
9. Section 249.308a is amended by revising paragraph (a)(1)(ii) and 
(iii) to read as follows:


Sec.  249.308a  Form 10-Q, for quarterly and transition reports under 
sections 13 or 15(d) of the Securities Exchange Act of 1934.

    (a) * * *
    (1) * * *
    (ii) 40 days after the end of the fiscal quarter for fiscal years 
ending on or after December 15, 2004 and before December 15, 2006; and
    (iii) 35 days after the end of the fiscal quarter for fiscal years 
ending on or after December 15, 2006; and
* * * * *


0
10. Form 10-Q (referenced in Sec.  249.308a) is amended by revising 
paragraph a.(ii) and (iii) of General Instruction A.1. to read as 
follows:

    Note: The text of Form 10-Q does not, and this amendment will 
not, appear in the Code of Federal Regulations.

Form 10-Q

General Instructions

A. Rule as to Use of Form 10-Q.
    1. * * *
    a. * * *
    (ii) 40 days after the end of the fiscal quarter for fiscal years 
ending on or after December 15, 2004 and before December 15, 2006; and
    (iii) 35 days after the end of the fiscal quarter for fiscal years 
ending on or after December 15, 2006; and
* * * * *


0
11. Section 249.310 is amended by revising paragraph (b)(1)(ii) and 
(iii) to read as follows:


Sec.  249.310  Form 10-K, for annual and transition reports pursuant to 
sections 13 or 15(d) of the Securities Exchange Act of 1934.

* * * * *
    (b) * * *
    (1) * * *
    (ii) 75 days after the end of the fiscal year covered by the report 
for fiscal years ending on or after December 15, 2003 and before 
December 15, 2005;
    (iii) 60 days after the end of the fiscal year covered by the 
report for fiscal years ending on or after December 15, 2005; and
* * * * *

0
12. Form 10-K (referenced in Sec.  249.310) is amended by revising 
paragraph (2)(a)(ii) and (iii) of General Instruction A, to read as 
follows:

    Note: The text of Form 10-K does not, and this amendment will 
not, appear in the Code of Federal Regulations.

Form 10-K

* * * * *

General Instructions

A. Rule as to Use of Form 10-K.
    (2) * * *
    (a) * * *
    (ii) 75 days after the end of the fiscal year covered by the report 
for fiscal years ending on or after December 15, 2003 and before 
December 15, 2005; and
    (iii) 60 days after the end of the fiscal year covered by the 
report for fiscal years ending on or after December 15, 2005; and
* * * * *

    Dated: November 17, 2004.

    By the Commission.
Jill M. Peterson,
Assistant Secretary.
[FR Doc. 04-25938 Filed 11-22-04; 8:45 am]
BILLING CODE 8010-01-P