Federal Register / Vol. 62, No. 48 / Wednesday, March 12, 1997 / Rules and Regulations 11321

1 17 CFR 242.100.

2 17 CFR 242.104.

3 17 CFR 240.10b–18.

4 15 U.S.C. 78a et seq.

5 17 CFR 240.13e–4.

6 17 CFR 228.508.

7 17 CFR 229.508.

8 17 CFR 239.37.

9 17 CFR 239.38.

10 17 CFR 239.39.

11 17 CFR 239.40.

12 15 U.S.C. 77a et seq.

13Securities Exchange Act Release No. 38067

(December 20, 1996), 62 FR 520.

14 17 CFR 242.104(h).

15Securities Exchange Act Release No. 37094

(April 11, 1996), 61 FR 17108.

16See Adopting Release, 62 FR at 525; Proposing

Release, 61 FR at 17113.

17Adopting Release, 62 FR at 545.

18Adopting Release, 62 FR at 533; Proposing

Release, 61 FR at 17121.

number of takeoffs performed, and at the end

of each day’s operations, increase the

accumulated RIN on the component history

card as follows:

(1) Increase the RIN by 2 for each takeoff.

(2) Increase the RIN by 2 for each external

load lift operation; or, increase the RIN by 4

for each external load lift operation in which

the load is picked up at a higher elevation

and released at a lower elevation, and the

difference in elevation between the pickup

point and the release point is 200 feet or

greater.

(d) Remove the mast, P/N 214–040–090–

109 or -121, from service on or before

attaining an accumulated RIN of 140,000.

The mast is no longer retired based upon

flight hours. This AD revises the

Airworthiness Limitations Section of the

maintenance manual by establishing a new

retirement life for the mast of 140,000 RIN.

(e) An alternative method of compliance or

adjustment of the compliance time that

provides an acceptable level of safety may be

used if approved by the Manager, Rotorcraft

Certification Office, FAA, Rotorcraft

Directorate. Operators shall submit their

requests through an FAA Principal

Maintenance Inspector, who may concur or

comment and then send it to the Manager,

Rotorcraft Certification Office.

Note 3: Information concerning the

existence of approved alternative methods of

compliance with this AD, if any, may be

obtained from the Rotorcraft Certification

Office.

(f) Special flight permits may be issued in

accordance with sections 21.197 and 21.199

of the Federal Aviation Regulations (14 CFR

21.197 and 21.199) to operate the helicopter

to a location where the requirements of this

AD can be accomplished.

(g) This amendment becomes effective on

April 16, 1997.

Issued in Fort Worth, Texas, on February

26, 1997.

Larry M. Kelly,

Acting Manager, Rotorcraft Directorate,

Aircraft Certification Service.

[FR Doc. 97–6089 Filed 3–11–97; 8:45 am]

BILLING CODE 4910–13–U

SECURITIES AND EXCHANGE

COMMISSION

17 CFR Parts 228, 229, 239, 240, and

242

[Release Nos. 33–7400; 34–38363; IC–

22540; International Series Release No.

1061; File No. S7–11–96]

RIN 3235–AF54

Anti-Manipulation Rules Concerning

Securities Offerings; Corrections

AGENCY: Securities and Exchange

Commission.

ACTION: Corrections to final regulations.

SUMMARY: This document contains

technical amendments to correct the

final rules for Regulation M and related

amendments published in the Federal

Register on January 3, 1997 (62 FR 520).

In addition, the market notification

requirement of § 242.104(h) (1) and (2)

is postponed until April 1, 1997.

DATES: The second sentence of the

Effective Date for the rule published at

62 FR 520 is corrected to read as

follows: ‘‘The requirements of

§ 242.104(h) (1) and (2) and § 242.104(i)

and the amendments to § 240.17a–2 are

effective on April 1, 1997.’’

The corrections published in this

document are effective March 4, 1997.

FOR FURTHER INFORMATION CONTACT:

Nancy J. Sanow, M. Blair Corkran, or

Alan J. Reed in the Office of Risk

Management and Control, Division of

Market Regulation, Securities and

Exchange Commission, 450 Fifth Street,

N.W., Mail Stop 5–1, Washington, D.C.

20549, at 202–942–0772.

SUPPLEMENTARY INFORMATION: The

Commission is announcing technical

amendments to Rule 100 1 under

Regulation M, Rule 104 2 under

Regulation M, Rule 10b–18 3 under the

Securities Exchange Act of 1934

(‘‘Exchange Act’’),4 Rule 13e–4 5 under

the Exchange Act, Item 508 under

Regulation S–B,6 Item 508 under

Regulation S–K,7 and Forms F–7,8 F–8,9

F–9,10 and F–10 11 under the Securities

Act of 1933 (‘‘Securities Act’’).12 These

amendments correct drafting errors in

the rule text published in the release

adopting Regulation M (‘‘Adopting

Release’’).13 The Commission also is

announcing that the market notice

requirements of Rule 104(h) 14 will be

effective on April 1, 1997.

I. Technical Amendments to Definitions

in Rule 100

A. Business Day

In both the Adopting Release and the

release proposing Regulation M

(‘‘Proposing Release’’),15 the

Commission stated that it intended

Regulation M to require restricted

periods commencing either one or five

business days prior to the day of

pricing.16 The Proposing Release

defined ‘‘business day’’ as ‘‘a twentyfour hour period determined with

reference to the principal market for the

securities to be distributed, and that

includes a complete trading session for

that market.’’ 17

The Commission adopted the

definition of business day with a minor

change: the business day was to

commence at midnight and run 24

hours. This revision was intended to

make the definition applicable to Rule

104, as well as Rules 101 and 102. Since

publication of the Adopting Release, it

has become apparent that the definition

of business day as adopted had the

potential effect of extending the

restricted periods beyond the one or five

days intended, where offerings are

priced after the close of the principal

market. This result, which would occur

if the calculation of business day

commenced at midnight, was not

intended by the Commission.

Therefore, the definition of business

day is amended by revising it to parallel

the definition set forth in the Proposing

Release. This correction eliminates the

requirement that the 24 hour period

begin at midnight.

B. Agent Independent of the Issuer

The text of the Adopting Release and

the Proposing Release both indicated

that a plan agent would not be deemed

independent from the issuer where the

issuer changed the source of shares to be

distributed through the plan more

frequently than once every three

months. 18 However, the definition of

‘‘agent independent of the issuer’’ in

Rule 100 under Regulation M, as

adopted, did not expressly include this

limitation. This result was not intended

by the Commission.

Accordingly, the definition is

amended by adding the phrase ‘‘the

source of the shares for the plan’’ to the

proviso in paragraph (2). This

amendment clarifies that an agent will

not be deemed independent if the issuer

changes the source of shares to fund the

plan more often than once every three

months.

II. Other Technical Amendments

A. Rule 102

Paragraph (b)(7)(ii) of Rule 102

incorrectly refers to paragraph (b)(6)(i)

rather than to paragraph (b)(7)(i). The

amendment corrects this error.
11322 Federal Register / Vol. 62, No. 48 / Wednesday, March 12, 1997 / Rules and Regulations

19See Adopting Release, 62 FR at 535; Proposing

Release, 61 FR at 17124–17125.

20Adopting Release, 62 FR at 543.

21 44 U.S.C. 3501 et seq.

22 15 U.S.C. 78w(a)(2).

23 15 U.S.C. 77b.

24 15 U.S.C. 78c.

25Pub. L. No. 104–290, § 106, 110 Stat. 3416

(1996).

B. Rule 104

Paragraph (f)(2)(i) of Rule 104 is

amended by replacing the phrase

‘‘preceding business day’’ with ‘‘most

recent prior day of trading in the

principal market’’.

Paragraph (j)(2)(ii) incorrectly refers to

paragraph (j)(1) rather than to paragraph

(j)(2)(i). The amendment corrects this

error.

C. Rule 10b–18

The Commission is amending the

punctuation in paragraph (a)(3)(i) of

Rule 10b–18 to correct the grammatical

structure of the paragraph.

D. Rule 13e–4

Paragraph (h)(5)(i) of Rule 13e–4 is

corrected to use the term ‘‘plan’’ rather

than ‘‘issuer’s plan’’ and to cite

§ 242.100 of this chapter, rather than

Regulation M.

E. Item 508 of Regulations S–B and S–

K

Item 508 of Regulations S–B and S–

K was amended in the Adopting Release

to include disclosure regarding

syndicate short covering transactions

and penalty bids. These activities

invariably occur after the offer and sale

phase of an offering. 19 As adopted, Item

508 requires disclosure of these

activities ‘‘during the offering.’’ 20 This

language may be misconstrued to limit

the disclosure to only activities

conducted during the offer and sale

period of an offering. Therefore, this

phrase is replaced with ‘‘in connection

with the offering’’.

F. Forms F–7, F–8, F–9, and F–10

Securities Act Forms F–7, F–8, F–9,

and F–10 are corrected to reference

Regulation M.

III. Change of Effective Date of Rule

104(h)

The effective date of Rule 104(h) (1)

and (2) under Regulation M is changed

from March 4, 1997 to April 1, 1997.

This change applies only to the

provisions requiring prior notice to the

market on which stabilizing, syndicate

covering transactions, or penalty bids

will be effected. Thus, this change does

not affect a person’s obligation to

disclose that a bid is for the purpose of

stabilizing to the person with whom the

bid is placed, as required pursuant to

Rule 104(h)(1). This change will provide

self-regulatory organizations with the

opportunity to implement procedures

for receiving notification.

IV. Certain Findings

Under Section 553(b), notice of

proposed rulemaking is not required

when the agency for good cause finds

that notice and public procedure

thereon are ‘‘impracticable,

unnecessary, or contrary to the public

interest.’’ Because the amendments

adopted today are technical corrections

to clarify the application of Regulation

M, the Commission finds that

publishing the amendments for

comment would be unnecessary. The

rules being amended were adopted after

notice and the opportunity for public

comment. The changes are responsive to

concerns raised with the staff relating to

ambiguity in the current language of the

rules. Furthermore, if the changes were

delayed so as to allow notice and the

opportunity for comment, there is the

danger of confusion regarding the

obligations of underwriters and other

market participants, with the possibility

of some disruption of the process of

capital raising.

Under Section 553(d), publication of

a substantive rule not less than 30 days

before its effective date is required

except as otherwise provided by the

agency for good cause. For the same

reasons as described above with respect

to notice and opportunity for comment,

the Commission finds that there is good

cause for having the rules become

effective on March 4, 1997.

Pursuant to Section 605(b) of the

Regulatory Flexibility Act, 5 U.S.C.

605(b), the Chairman of the Commission

has certified that the amendments

adopted in this release would not have

a significant economic impact on a

substantial number of small entities.

This certification, including a statement

of the factual basis therefor, is attached

to this release as Appendix A.

The Paperwork Reduction Act of

1995 21 does not apply to this

rulemaking since these correcting

amendments do not require any

‘‘collection of information.’’

Section 23(a)(2) of the Exchange Act 22

requires the Commission to consider the

anti-competitive effects of any rules it

adopts thereunder, and to balance them

against the benefits that further the

purposes of the Act. Furthermore,

Section 2 of the Securities Act 23 and

Section 3 of the Exchange Act, 24 as

amended by the recently enacted

National Securities Markets

Improvements Act of 1996, 25 provide

that whenever the Commission is

engaged in rulemaking and is required

to consider or determine whether an

action is necessary or appropriate in the

public interest, the Commission also

shall consider, in addition to the

protection of investors, whether the act

will promote efficiency, competition,

and capital formation. Because the

amendments here do not effect any

substantive change in the rules they do

not have any anti-competitive effects.

Because they correct mistakes or clarify

ambiguity present in the Commission’s

rules, they serve to promote efficiency,

competition, and capital formation, and

are therefore in the public interest.

V. Statutory Authority

The necessary nomenclature

amendments to Securities Act Forms F–

7, F–8, F–9, and F–10 and Exchange Act

Rule 13e–4, reflecting the removal of

Rules 10b–6, 10b–6A, 10b–7, and 10b–

8 under the Exchange Act and the

adoption of Regulation M, and the

amendment to Exchange Act Rule 10b–

18, are adopted under the Exchange Act,

15 U.S.C. 78a et seq., particularly

Sections 2, 3, 9(a)(6), 10(a), 10(b), 13(e),

15(c), 17(a), and 23(a), 15 U.S.C. 78b,

78c, 78i(a)(6), 78j(a), 78j(b), 78m(e),

78o(c), 78q(a), and 78w(a), and with

respect to Forms F–7, F–8, F–9, and F–

10, also under the Securities Act,

particularly Sections 7, 10, and 19(a), 15

U.S.C. 77g, 77j, and 77s(a). The

amendments to Item 508 of Regulations

S–B and S–K are adopted under the

Securities Act, 15 U.S.C. 77a et seq.,

particularly Sections 6, 7, 8, 10, and

19(a), 15 U.S.C. 77f, 77g, 77h, 77j, and

77s(a); the Exchange Act, 15 U.S.C. 78a

et seq., particularly Sections 3, 4, 10, 12,

13, 14, 15, 16, and 23, 15 U.S.C. 78c,

78d, 78j, 78l, 78m, 78n, 78o, 78p, and

78w; and the Investment Company Act,

15 U.S.C. 80a–1 et seq., particularly

Sections 8 and 38(a), 15 U.S.C. 80a–8

and 80a–37(a). Regulation M is adopted

under the Securities Act, 15 U.S.C. 77a

et seq., particularly Sections 7, 17(a),

19(a), 15 U.S.C. 77g, 77q(a), and 77s(a);

the Exchange Act, 15 U.S.C. 78a et seq.,

particularly Sections 2, 3, 9(a), 10,

11A(c), 12, 13, 14, 15(c), 15(g), 17(a),

23(a), and 30, 15 U.S.C. 78b, 78c, 78i(a),

78j, 78k–1(c), 78l, 78m, 78n, 78o(c),

78o(g), 78q(a), 78w(a), and 78dd–1; and

the Investment Company Act, 15 U.S.C.

80a–1 et seq., particularly Sections 23,

30, and 38, 15 U.S.C. 80a–23, 80a–29,

and 80a–37.

VI. Correction of Publication

Accordingly, the publication on

January 3, 1997 of the final regulations,

which were the subject of FR Doc. No.

97–1, is corrected as follows:
Federal Register / Vol. 62, No. 48 / Wednesday, March 12, 1997 / Rules and Regulations 11323

§ 228.508 [Corrected]

1. On page 543, in the first column,

in § 228.508, paragraph (j), on the sixth

line, the phrase ‘‘during the offering’’ is

corrected to read ‘‘in connection with

the offering’’.

§ 229.508 [Corrected]

2. On page 543, in the second column,

in § 229.508, paragraph (l), on the sixth

line, the phrase ‘‘during the offering’’ is

corrected to read ‘‘in connection with

the offering’’.

§ 239.37 [Amended]

3. Form F–7 (referenced in § 239.37)

is amended by removing the phrase

‘‘Rules 10b–6, 10b–7 and 10b–8 under

the Exchange Act’’ from General

Instruction III.A. and adding, in its

place, the phrase ‘‘Regulation M (17

CFR 242.100 through 242.105)’’.

Note: Form F–7 does not appear in the

Code of Federal Regulations.

§ 239.38 [Amended]

4. Form F–8 (referenced in § 239.38)

is amended by removing the phrase

‘‘Rules 10b–6, 10b–7 and 10b–13 under

the Exchange Act. [See Exchange Act

Release No. 29355 (June 21, 1991)

containing exemptions from Rules 10b–

6 and 10b–13.]’’ from General

Instruction V.A. and adding, in its

place, the phrase ‘‘Regulation M (17

CFR 242.100 through 242.105) and Rule

10b–13 under the Exchange Act [See

Exchange Act Release No. 29355 (June

21, 1991) containing an exemption from

Rule 10b–13.]’’.

Note: Form F–8 does not appear in the

Code of Federal Regulations.

§ 239.39 [Amended]

5. Form F–9 (referenced in § 239.39)

is amended by removing the phrase

‘‘Rules 10b–6 and 10b–7 under the

Exchange Act’’ from General Instruction

III.A. and adding, in its place, the

phrase ‘‘Regulation M (17 CFR 242.100

through 242.105)’’.

Note: Form F–9 does not appear in the

Code of Federal Regulations.

§ 239.40 [Amended]

6. Form F–10 (referenced in § 239.40)

is amended by removing the phrase

‘‘Rules 10b–6 and 10b–7 under the

Exchange Act’’ from General Instruction

III.A. and adding, in its place, the

phrase ‘‘Regulation M (17 CFR 242.100

through 242.105)’’.

Note: Form F–10 does not appear in the

Code of Federal Regulations.

§ 240.10b–18 [Corrected]

7. On page 543, in the third column,

in § 240.10b–18, paragraph (a)(3)(i), the

third line is corrected by inserting a

comma between the words ‘‘chapter’’

and ‘‘during’’ and, in the fifth line, the

phrase ‘‘common stock, or during a

distribution’’ is corrected to read

‘‘common stock or a distribution’’.

§ 240.13e–4 [Corrected]

8. On page 544, in the first column,

in § 240.13e–4, instruction 19 is revised

to read:

Section 240.13e–4 is amended by

removing the phrase ‘‘an issuer’s plan,

as that term is defined in § 242.100 of

Regulation M’’ from paragraph (h)(5)(i)

and adding, in its place, the phrase ‘‘a

plan as that term is defined in § 242.100

of this chapter’’.

§ 242.100 [Corrected]

9. On page 545, in the second column,

in the sixth paragraph, the 15th line is

corrected by inserting the phrase ‘‘the

source of the shares to fund the plan,’’

after the word ‘‘period’’ and before the

phrase ‘‘the basis’’.

10. On page 545, in the second

column, in the sixth paragraph, the 16th

line is corrected by inserting a comma

after the word ‘‘plan’’ and before the

word ‘‘or’’.

11. On page 545, in the second

column, in the ninth paragraph

commencing ‘‘Business day’’, the

paragraph is revised to read as follows:

‘‘Business day refers to a 24 hour

period determined with reference to the

principal market for the securities to be

distributed, and that includes a

complete trading session for that

market.’’

§ 242.102 [Corrected]

12. On page 547, in the third column,

in the seventh paragraph, in the fifth

line, the phrase ‘‘paragraph (b)(6)(i)’’ is

corrected to read ‘‘paragraph (b)(7)(i)’’.

§ 242.104 [Corrected]

13. On page 549, in the first column,

in paragraph (j)(2)(i), in the 11th line,

the phrase ‘‘preceding business day’’ is

corrected to read ‘‘most recent prior day

of trading in the principal market’’.

14. On page 550, in the second

column, in paragraph (j)(2)(ii), in the

fifth line, the phrase ‘‘paragraph (j)(1)’’

is corrected to read ‘‘paragraph (j)(2)(i)’’.

By the Commission,

Dated: March 4, 1997.

Margaret H. McFarland,

Deputy Secretary.

Note: Appendix A to the Preamble will not

appear in the Code of Federal Regulations.

Appendix A—Regulatory Flexibility

Act Certification

I, Arthur Levitt, Chairman of the Securities

and Exchange Commission, hereby certify

pursuant to 5 U.S.C. 605(b) that: amendments

to Rule 100 under Regulation M, Rule 104

under Regulation M, Rule 10b–18 under the

Securities Exchange Act of 1934 (‘‘Exchange

Act’’), Rule 13e–4 under the Exchange Act,

Item 508 under Regulation S–B, Item 508

under Regulation S–K, and Forms F–7, F–8,

F–9, and F–10 under the Securities Act of

1933 (‘‘Securities Act’’), when promulgated,

will not have a significant economic impact

on a substantial number of small entities.

The amendments noted above are intended

to correct mistakes or oversights in the

drafting of Regulation M and amendments to

related rules and regulations. They are

technical changes that do not affect the

application of the rules to small entities.

Furthermore, these amendments do not affect

the Final Regulatory Flexibility Act analysis

prepared in conjunction with the adoption of

Regulation M and amendments to related

rules, available in Public File No. S7–11–96.

Dated: March 4, 1997.

Arthur Levitt,

Chairman.

[FR Doc. 97–5837 Filed 3–11–97; 8:45 am]

BILLING CODE 8010–01–P

RAILROAD RETIREMENT BOARD

20 CFR Part 216

RIN 3220–AB22

Eligibility for an Annuity

AGENCY: Railroad Retirement Board.

ACTION: Final rule.

SUMMARY: The Railroad Retirement

Board amends its regulations to add the

Surface Transportation Board to the list

of entities for which employment will

not break a ‘‘current connection’’ with

the railroad industry which is necessary

for the payment of occupational

disability annuities and survivor

annuities under the Railroad Retirement

Act.

EFFECTIVE DATE: March 12, 1997.

ADDRESSES: Secretary to the Board,

Railroad Retirement Board, 844 North

Rush Street, Chicago, Illinois 60611.

FOR FURTHER INFORMATION CONTACT:

Thomas W. Sadler, Senior Attorney,

Railroad Retirement Board, 844 North

Rush Street, Chicago, Illinois 60611

(312) 751–4513, TDD (312) 751–4701.

SUPPLEMENTARY INFORMATION: Public

Law 104–88, the ICC Termination Act of

1995, 109 Stat. 803, abolished the

Interstate Commerce Commission and

transferred many of the functions of that

agency to a new entity, the Surface

Transportation Board, within the

Department of Transportation. Section

323 of that Act amended section 1(o) of

the Railroad Retirement Act (45 U.S.C.

231(o)) to add the Surface

Transportation Board as an entity for

whom a former railroad worker may