Federal Register / Vol. 61, No. 116 / Friday, June 14, 1996 / Rules and Regulations 30397

may rely on new Rule 16b–3 without triggering this

conversion requirement.

1 17 CFR 210.3–16.

2 17 CFR 210.4–05.

3 17 CFR 210.4–06.

4 17 CFR 210.4–10 (a) through (h).

5 17 CFR Part 210.

6 17 CFR 229.801(a) and 229.802(a).

7 17 CFR 230.148.

8 15 U.S.C. 77a et seq.

9 17 CFR 230.300 through 230.346.

10Referenced in 17 CFR 239.101.

11 17 CFR 230.445.

12 17 CFR 230.446.

13 17 CFR 230.447.

14 17 CFR 230.400 through 230.494.

15 17 CFR 230.651 through 230.656.

16 17 CFR 239.300.

17 17 CFR 230.702(T).

18 17 CFR 230.703(T).

19 17 CFR 239.701.

20 17 CFR 240.13a–17.

21 15 U.S.C. 78a et seq.

22 17 CFR 240.15d–17.

23 17 CFR 240.16b–1.

24 17 CFR 240.16b–4.

25 17 CFR 249.310.

26 17 CFR 249.310c.

27 17 CFR 229.501.

28 17 CFR Part 229.

29 17 CFR 228.601(b) and 17 CFR 229.601(b).

30 17 CFR Part 228.

31 17 CFR 230.252(h)(2).

32 17 CFR 230.251 through 230.263.

33 17 CFR 230.402.

34 17 CFR 230.406.

35 17 CFR 230.464.

36 17 CFR 230.471.

37 17 CFR 230.472.

38 17 CFR 230.473.

39 17 CFR 230.504.

40 17 CFR 230.501 through 230.508.

41 17 CFR 230.902.

42 17 CFR 230.901 through 230.904.

43 17 CFR 232.311.

44 17 CFR Part 232.

45 17 CFR 239.36.

46 17 CFR 239.37.

47 17 CFR 239.38.

48 17 CFR 239.39.

49 17 CFR 239.40.

50 17 CFR 239.41.

51 17 CFR 240.12b–11.

52 17 CFR 240.13a–13.

53 17 CFR 240.14d–1.

54 17 CFR 240.15d–13.

55 17 CFR 240.16a–3.

56 17 CFR 240.24b–2.

57The Report is available for inspection and

copying in the Commission’s public reference room.

The Report also is posted on the Commission’s

Internet web site (http://www.sec.gov). Persons

interested in commenting on the Report may do so

by referring to File No. S7–6–96.

58Release No. 33–7271 (March 5, 1996) (61 FR

9848).

Consistent with the transition

provisions adopted today, current Rule

16b–3 and former Rules 16a–8(b), 16a–

8(g) and 16b–3 will remain available for

transactions effected prior to November

1, 1996.

Dated: May 31, 1996.

By the Commission.

Jonathan G. Katz,

Secretary.

[FR Doc. 96–14185 Filed 6–13–96; 8:45 am]

BILLING CODE 8010–01–P

17 CFR Parts 210, 228, 229, 230, 232,

239, 240, and 249

[Release Nos. 33–7300 and 34–37262; S7–

6–96]

RIN 3235–AG75

Phase One Recommendations of Task

Force on Disclosure Simplification

AGENCY: Securities and Exchange

Commission.

ACTION: Final rules.

SUMMARY: In connection with its

consideration of certain of the

recommendations contained in the Task

Force on Disclosure Simplification’s

Report (‘‘Task Force Report’’), the

Securities and Exchange Commission

(‘‘Commission’’) is eliminating 44 rules

and four forms that it has determined

are no longer necessary or appropriate

in the public interest or for the

protection of investors. It also is

adopting other minor or technical rule

changes or corrections. Other proposals

designed to improve the disclosure

process, both for investors and those

subject to the Commission’s disclosure

requirements, will be forthcoming in

future releases following the

Commission’s further consideration of

the remaining Task Force

recommendations.

EFFECTIVE DATE: The amendments will

become effective July 15, 1996.

FOR FURTHER INFORMATION CONTACT:

James R. Budge, Office of Disclosure

Policy, Division of Corporation Finance,

at (202) 942–2910 and Douglas G.

Tanner, Office of Chief Accountant,

Division of Corporation Finance at (202)

942–2960.

SUPPLEMENTARY INFORMATION: To begin

implementing certain of the

recommendations of the Task Force on

Disclosure Simplification, the

Commission today is eliminating Rules

3–16,1 4–05,2 4–06,3 and 4–10(b)

through (h) 4 of Regulation S–X,5

Industry Guide 1,6 Rule 148 7 under the

Securities Act of 1933 (‘‘Securities

Act’’),8 Regulation B9 (including Forms

1–G and 3–G and Schedules A, B, C and

D thereunder 10), Rules 445,11 446,12 and

447 13 of Regulation C under the

Securities Act,14 Regulation F,15

(including Form 1–F 16), Securities Act

Rules 702(T) 17 and 703(T),18 Form

701,19 Rule 13a–17 20 under the

Securities Exchange Act of 1934

(‘‘Exchange Act’’),21 Exchange Act Rules

15d–17,22 16b–1(c) 23 and 16b–4,24

General Instruction I of Form 10–K,25

and Form 10–C.26 In addition,

amendments are being adopted with

respect to the following rules and forms:

Item 501 27 of Regulation S–K,28 Item

601(b) 29 of Regulations S–B30 and S–K,

Rule 252(h)(2) 31 of Regulation A,32

Rules 402,33 406,34 464,35 471,36 472 37

and 473 38 of Regulation C, Rule 504 39

of Regulation D,40, Rule 902 41 of

Regulation S,42 Rule 311 43 of Regulation

S–T,44 Form F–6,45 Form F–7,46 Form F–

8,47 Form F–9,48 Form F–10, 49 Form F–

80,50 and Exchange Act Rules 12b–11,51

13a–13,52 14d–1,53 15d–13,54 16a–3,55

and 24b–2.56

I. Background

Chairman Arthur Levitt organized the

Task Force on Disclosure Simplification

(‘‘Task Force’’) in August 1995 to review

forms and rules relating to capitalraising transactions, periodic reporting

pursuant to the Exchange Act, proxy

solicitations, and tender offers and

beneficial ownership reports under the

Williams Act. The goal was to simplify

the disclosure process and to make

regulation of capital formation more

effective and efficient where consistent

with investor protection.

In the course of its review, the Task

Force met with issuing companies,

investor groups, underwriters,

accounting firms, law firms and others

who participate daily in the capital

markets. The Task Force prepared a

report summarizing its findings and

setting forth recommendations and

suggestions of areas for further

Commission study. The Task Force

Report was presented to the

Commission at an open meeting on

March 5, 1996.57

The Task Force recommended that the

Commission eliminate or modify many

rules and forms, as well as simplify

several key aspects of securities

offerings. At the time the report was

authorized for publication, the

Commission had the opportunity to

consider a relatively small number of

those recommendations. It determined

to act on several of those

recommendations to begin the

simplification process, and issued a

release (‘‘Proposing Release’’) 58

proposing for public comment the

elimination of 45 rules and 4 forms in

conjunction with the publication of the

Task Force Report. A number of other

revisions, including minor and

technical amendments, also were

proposed. This was done with the view
30398 Federal Register / Vol. 61, No. 116 / Friday, June 14, 1996 / Rules and Regulations

59Pursuant to this policy, the Commission today

has issued additional proposals to implement other

Task Force recommendations. See Release No. 33–

7301 (May 31, 1996).

60The comment letters are available for

inspection and copying in the Commission’s public

reference room. Refer to file number S7–6–96.

Comment letters that were submitted via electronic

mail may be viewed at the Commission’s web site:

http://www.sec.gov.

61Additional background information relating to

each of the rules, schedules and forms affected is

found in the Proposing Release.

62 15 U.S.C. 77d(2). 63 17 CFR 230.430A.

64The Commission has adopted other

amendments to its rules under Section 16 of the

Exchange Act in Release No. 34–37260 (May 31,

1996).

65 17 CFR 240.16b–6.

66References to the cross reference sheet have

deleted from Securities Act Rule 472.

67 17 CFR 229.501(c)(8).

that other proposals designed to

improve the disclosure process, both for

investors and those subject to the

Commission’s disclosure requirements,

would be forthcoming in future releases

following the Commission’s further

consideration of the Task Force

recommendations.59

The Commission received nine

comment letters responding to the

Proposing Release. The letters generally

expressed support for the proposed

actions.60 Based on the Commission’s

views articulated in the Proposing

Release,61 the comment letters received,

and the Commission’s further

consideration of the proposals, the

Commission has determined that the

rules and forms proposed to be

eliminated are no longer necessary or

appropriate in the public interest or for

the protection of investors;

consequently, they are being eliminated

as proposed, with three exceptions

noted below. The other rule changes

also are being adopted as proposed. By

issuing these rule and form changes, the

Commission is not expressing its views

with respect to the remaining

recommendations or suggestions in the

Task Force Report that it has not yet

fully considered.

II. Non-Financial Disclosure

A. Securities Act Rules

1. Regulation B (Rules 300–346), and

Accompanying Schedules A, B, C, and

D, and Forms 1–G and 3–G

The Commission has determined that

Regulation B and its accompanying

schedules and forms no longer are

useful to investors and issuers and that

the availability of other exemptions,

such as the limited offering exemption

from registration set forth in Regulation

D, or the private placement exemption

under section 4(2) of the Securities

Act,62 have rendered Regulation B

obsolete. Consequently, this regulation

is being eliminated, as proposed.

2. Regulation F (Rules 651–656) and

Accompanying Form 1–F

Regulation F provided a conditional

limited exemption from Securities Act

registration for assessments levied on

assessable stock and for resales of

forfeited assessable stock. The

Commission has determined that

Regulation F and accompanying

schedules and forms no longer are

useful to investors and issuers and that

the availability of other exemptions,

such as the limited offering exemption

from registration set forth in Regulation

D, or the private placement exemption

under section 4(2) of the Securities Act,

have rendered Regulation F obsolete. In

light of this, Regulation F is being

eliminated, as proposed.

3. Securities Act Rule 148

Rule 148, originally a counterpart to

Rule 144, provided a safe harbor for the

resales of certain categories of securities

acquired in bankruptcy proceedings.

The Commission has determined that

Rule 148 no longer serves a useful

purpose and that it is not necessary to

retain it for securities issued under the

repealed Bankruptcy Act. The

Bankruptcy Code, which replaced the

repealed Bankruptcy Act, provides an

exemption from Securities Act

registration, as well as a safe harbor for

the resales of securities received under

a plan of reorganization. Therefore, the

rule is being eliminated, as proposed.

4. Securities Act Rules 445, 446, and

447

Rules 445, 446 and 447, which govern

registration statements filed in

connection with securities to be offered

through competitive bidding (e.g., by

means of a solicitation of competitive

proposals from underwriters), appear to

be rarely used. The Commission

believes that these rules are no longer

needed because issuers may use Rule

430A 63 to satisfy their filing obligations

when they engage in competitive

bidding currently covered by the rules

being rescinded. Thus, these rules are

being eliminated, as proposed.

5. Securities Act Rule 494

The Commission proposed

eliminating Rule 494, which

accommodates the practice of

advertising securities issued by foreign

national governments. It appears that

this rule continues to be useful to

foreign governments in their capitalraising efforts; consequently, the rule is

being retained without change.

B. Exchange Act Rules

1. Paragraph (c) of Exchange Act Rule

16b–1 64

This rule exempted the acquisition of

securities resulting from a

reorganization of a railroad or other

carrier approved by the Interstate

Commerce Commission (‘‘ICC’’), an

agency that was abolished as of January

1, 1996. The function of approving such

reorganizations has now been

transferred to the Surface

Transportation Board, an independent

agency of the Department of

Transportation. The Commission

believes that the exemption provided by

this rule no longer serves a useful

purpose and is therefore being

eliminated.

2. Exchange Act Rule 16b–4

Rule 16b–4 provided an exemption

from the requirements of Section 16(b)

for certain holding company redemption

transactions. Currently, there are few

situations where a holding company

owns securities in only one company

and desires to exchange its own shares

through a redemption for those of such

company. If such a situation arose,

equivalent relief would be available

through other means, for example, Rule

16b–6. 65 Accordingly, Rule 16b–4 is

being rescinded, as proposed.

C. Disclosure Requirements

1. Item 501(b) of Regulation S–K

Item 501(b) of Regulation S–K

required registrants to provide a crossreference sheet immediately following

the facing page in prospectuses,

showing the location of the information

required to be included in response to

the items in the form. This crossreference sheet is not necessary because

affected filings otherwise contain a

reasonably detailed table of contents

required by Regulation S–K Item

502(g). 66

2. Item 501(c)(8) of Regulation S–K 67

The red ink requirement applicable to

the prospectus caption ‘‘Subject to

Completion’’ and related legend is being

eliminated, thereby reducing issuer

costs and conforming the requirements

of Regulation S–K with the

requirements of Regulation S–B.
Federal Register / Vol. 61, No. 116 / Friday, June 14, 1996 / Rules and Regulations 30399

68 Item 601(b) of Regulation S–B and Regulation

S–K.

69This exhibit currently is not required in

Regulation S–B; consequently, no change is

necessary.

70Regulation S–T Rule 311(c), providing that

exhibits filed by electronic filers pursuant to

paragraph (b)(28) may be filed in paper under cover

of Form SE (17 CFR 239.64, 249.444, 269.8) also has

been eliminated.

71The comment period on FASB’s Exposure Draft

of the Proposed Statement expires on May 31, 1996.

72 17 CFR 229.101 and 229.303, respectively. 73 17 CFR 230.701.

3. Exhibits

The Commission is deleting the

following from the required list of

exhibits in Regulation S–K and

Regulation S–B68 because the

information in each such exhibit either

appears to be infrequently used or is

otherwise available. The specific

exhibits to be eliminated are: Opinion

regarding discount on capital shares

(Exhibit 6); 69 Opinion regarding

liquidation preference (Exhibit 7);

Material foreign patents (Exhibit 14);

and Information from reports furnished

to State insurance regulatory authorities

(Exhibit 28). 70

The Commission also had proposed to

eliminate Exhibit 11 of Item 601(b) of

Regulations S–K and S–B, ‘‘Statement

Regarding Computation of Per Share

Earnings’’ because the exhibit appeared

to be infrequently used. While some

commenters supported the elimination

of this exhibit, others indicated that this

information may be used by investors

and analysts. Furthermore, the Financial

Accounting Standards Board (‘‘FASB’’)

has issued a Proposed Statement of

Financial Accounting Standards,

‘‘Earnings per Share and Disclosure of

Information about Capital Structure.’’ 71

In light of the comments received, and

FASB’s proposals to make changes in

this area, the Commission has decided

to postpone acting on its proposal to

eliminate Exhibit 11, pending further

consideration.

4. Industry Guide 1

Guide 1 required disclosure of the

principal sources of electric and gas

revenues and the classes of services

offered by the registrant in certain

registration statements as well as annual

reports on Form 10–K. In addition, if

equity securities were being registered

and issued at a price below book value

per share, Guide 1 required disclosure

of the effects, if any, on the registrant’s

business of issuing such shares at a

price below the underlying book value

per share. The Commission is

eliminating Guide 1 because the

information requested by the Guide also

is within the coverage of other rules of

the Commission, including Items 101

and 303 of Regulation S–K. 72

D. Forms

1. Form 701

The Commission is deleting expired

Form 701 (Notice of sales pursuant to an

exemption under Section 701 73) and the

rules that required its filing (Securities

Act Rules 702(T) and 703(T)) in order to

remove them from the Code of Federal

Regulations. By their terms, Rules

702(T) and 703(T), and thus Form 701,

were effective only until 1993. One

commenter indicated that the

Commission should reinstate Form 701

to allow it to more easily track who is

relying on the Section 701 exemption.

The Commission believes that investor

interests have not been compromised as

a result of the sunset of this form and

that its reinstitution would serve little

purpose. Consequently, the form and its

implementing rules are being

eliminated, as proposed.

2. Form F–6

The Commission is eliminating Items

3(e) and 4(a) of Form F–6, governing the

registration of depositary shares

evidenced by American Depositary

Receipts (‘‘ADRs’’), because the elicited

information appears to be of little use to

investors or the marketplace at large.

3. Form 10–C

The Commission is eliminating Form

10–C and Rules 13a–17 and 15d–17,

which required issuers registered under

the Exchange Act and quoted on Nasdaq

to report to the Commission and the

NASD changes in corporate name, as

well as aggregate increases or decreases

of a class of securities that exceeds 5%

of the amount of securities of the class

outstanding. The information regarding

changes in number of shares

outstanding typically is reflected in an

issuer’s financial statements.

III. Financial Disclosure

The Commission also is implementing

certain of the recommendations in the

Task Force Report relating to accounting

disclosure rules, as set forth below.

These rules were identified as being

largely duplicative of generally accepted

accounting principles (‘‘GAAP’’) or

other Commission rules. These changes

are not intended to alter current

accounting standards or disclosure

practices. Most of the comment letters

addressed the accounting issues raised

in the proposals, generally supporting

the changes.

1. Rule 3–16 of Regulation S–X

Rule 3–16(a) of Regulation S–X set

forth the requirement that a registrant

that has emerged from a significant

reorganization disclose in its financial

statements a brief explanation of such

reorganization. In addition, if the

registrant were about to emerge from a

reorganization, Rule 3–16(b) of

Regulation S–X would require a balance

sheet giving effect to the plan of

reorganization with separate

presentation of the registrant’s balance

sheet before the reorganization, the

changes to be effected in the

reorganization, and the balance sheet of

the registrant after the reorganization.

Registrants have historically satisfied

the requirements of Rule 3–16(b) with

pro forma financial information.

The Commission is eliminating Rule

3–16 of Regulation S–X, as proposed,

because the information requested by

that Rule also is within the scope of

Article 11 of Regulation S–X, and the

disclosure requirements of the AICPA

Statement of Position (‘‘SOP’’) 90–7,

Accounting Research Bulletin No. 43

(‘‘ARB 43’’), Section 210 of the

Financial Reporting Codification and

SAB 78.

2. Rule 4–05 of Regulation S–X

The Commission is eliminating Rule

4–05 of Regulation S–X, relating to

current assets and current liabilities

when a company’s operating cycle is

longer than one year, because Chapter

3A of ARB 43 and current accounting

practices require the same presentation

and information.

3. Rule 4–06 of Regulation S–X

Rule 4–06 of Regulation S–X, which

provided that reacquired indebtedness

of a registrant must be deducted from

the appropriate liability caption on the

registrant’s balance sheet, is being

eliminated. GAAP, including

Accounting Principles Board Opinion

(‘‘APB’’) 26 and Statement of Financial

Accounting Standards No. (‘‘SFAS’’) 76,

requires that such items be considered

extinguished and deducted from the

appropriate caption on the balance

sheet. Further, with respect to the

provisions of Rule 4–06 relating to

reacquired indebtedness held for

pension and other special funds, SFAS

87 and SFAS 106 prescribe the

definition of, and accounting for, plan

assets for pension plans and other postemployment benefit plans.

4. Rule 4–10 of Regulation S–X

The successful efforts method of

accounting codified into Rule 4–10 is

duplicative of the accounting standards

adopted by the FASB in SFAS 19.

Because of such duplication, the

Commission is eliminating the portions

of Rule 4–10 that duplicate SFAS 19—
30400 Federal Register / Vol. 61, No. 116 / Friday, June 14, 1996 / Rules and Regulations

74Amendments to Rule 406, 464 and 473 of

Regulation C and Forms F–7, F–8, F–9, F–10 and

F–80.

75Amendment to 17 CFR 230.252(h)(2).

76 17 CFR 230.473.

77Amendments to Rule 402 and 471 of Regulation

C, and Exchange Act Rules 12b–11, 14d–1 and 16a–

3.

78See Rule 302 of Regulation S–T (17 CFR

232.302).

79The Commission encourages issuers to use

electronic media to satisfy their obligations under

the Federal securities laws, and in fact requires

most filings made with the Commission to be

submitted electronically via the Electronic Data

Gathering, Analysis, and Retrieval (‘‘EDGAR’’)

system. However, requests for confidential

treatment currently are not processed through

EDGAR, and therefore must be submitted in paper.

Electronic submission of these documents may be

permitted or required at a future date; Commission

rules would be amended accordingly.

80Amendment to 17 CFR 230.504.

81Amendment to Rule 902 of Regulation S. Since

the proposal of the amendment, the Irish Stock

Exchange has become a designated offshore

securities market; consequently, it has been added

to the final rule.

82Amendment to Exchange Act Rules 13a–13 and

15d–13. The exemption for small life insurance

companies expired by its terms on December 20,

1983.

83 General Instruction I.

paragraph (b) through (h) of the Rule. In

response to comments, the adopted

language clarifies that entities following

the successful efforts method shall

continue to comply with the accounting

and financial reporting disclosure

requirements of SFAS 19.

IV. Miscellaneous Minor and Technical

Changes

The Commission also is making the

following technical changes to certain

rules and forms under the Securities Act

and the Exchange Act.

• Correct a number of out-of-date

cross references in certain Securities Act

rules and forms.74

• Allow the addition or withdrawal of

a delaying notation under Regulation

A 75 or the filing of a delaying or other

amendment under Rule 473 76 by

facsimile transmission, so as to provide

issuers with additional flexibility in

filing documents with the Commission.

• Modify and clarify signature

requirements to allow manual, typed,

duplicated or faxed signatures on paper

filings, with a manual signature

retention requirement for typed,

duplicated or faxed signatures.77 This

change clarifies the rules and also

extends to paper filers the option of

filing typed signature pages, thus

providing comparable treatment to both

paper and electronic filers.78 The

language retains the five-year manual

signature retention requirement of

Regulation S–T Rule 302(b).

• Revise provisions in Rule 406 of

Regulation C and Exchange Act Rule

24b–2 to emphasize the fact that

confidential treatment requests should

not be submitted electronically, but

rather, should be submitted in paper.

This is intended to minimize the

chances of a confidential document

being erroneously submitted as part of

a public filing.79

• Modify Rule 504 of Regulation D 80

so that the rule itself states that there is

no information delivery requirement in

connection with Rule 504 offerings.

This is intended to eliminate confusion

resulting from the current language of

Regulation D.

• Update the Regulation S definition

of ‘‘Designated Offshore Securities

Market’’ to include markets that have

been recognized as such by the Division

of Corporation Finance pursuant to

delegated authority since the adoption

of the regulation.81

• Eliminate provisions exempting

small life insurance companies from

filing quarterly financial results and

Management’s Discussion and Analysis

in Part I of Form 10–Q and Form 10–

QSB.82 The exemption for mutual life

companies is not being eliminated as

proposed because a number of

companies that file with the Division of

Investment Management continue to

rely on the exemption.

• Eliminate a general instruction to

Form 10–K 83 referring to filings on

Form S–18, which was replaced by

other small business forms in 1992.

V. Cost-Benefit Analysis

Commenters almost universally

agreed that the foregoing rule changes

were desirable and would reduce

unnecessary duplication in the

Commission’s rules, schedules and

forms, as well as duplication with other

accounting requirements. Those with

compliance obligations under the

federal securities laws should benefit

from the simplification and clarification

of rules and by the elimination of rules

and forms that are outdated or rarely

used for other reasons. The

Commission’s view that there will be no

anticipated detrimental effects to

investors was supported by the

comment as well. It is not believed,

however, that the changes outlined

herein will affect significantly the

overall costs and burdens associated

with filing requirements generally,

because many of the changes are being

made to eliminate superfluous and

redundant requirements.

VI. Summary of Final Regulatory

Flexibility Analysis

A final regulatory flexibility analysis

has been prepared in accordance with 5

U.S.C. 604 concerning these

amendments. As stated in the final

analysis, no public commenter

specifically addressed the issues

outlined in the initial regulatory

flexibility analysis. Most persons

commenting generally on the proposals

supported the changes. Where

commenters expressed concerns about

the proposed elimination of Exhibit 11,

the Commission responded by deferring

final action on that point. The analysis

describes the types of entities that are

denominated small entities under the

Commission’s rules and indicates that it

is difficult to estimate the number of

small entities that will be affected by the

rule changes adopted in this release.

The analysis also states that it is

anticipated that most compliance

obligations are expected to remain the

same after the rules become effective.

Where obligations are impacted, it is

expected that the rule amendments will

lessen regulatory burdens somewhat,

both for small and large entities alike.

Finally, the analysis explains that the

Commission has attempted to help

small entities, together with larger

companies, by eliminating redundant

rules and reducing compliance

obligations. Exempting or otherwise

treating small entities in a disparate

manner would place them at a

disadvantage. The analysis indicates

that special consideration of small

entities under other aspects of the

federal securities laws will be

undertaken in future rulemaking.

A copy of the final regulatory

flexibility analysis may be obtained by

contacting James R. Budge, Office of

Disclosure Policy, Division of

Corporation Finance, Mail Stop 3–7, 450

Fifth Street, NW., Washington, DC

20549.

VII. Paperwork Reduction Act

The staff has consulted with the

Office of Management and Budget

(‘‘OMB’’) and has submitted the

proposals for review in accordance with

the Paperwork Reduction Act of 1995

(‘‘the Act’’) (44 U.S.C. 3501 et seq.). The

Commission solicited comment on the

compliance burdens associated with the

proposals, and received no public

comment in response. As stated in the

Proposing Release, it is anticipated that

the changes that eliminate certain

exhibits from Item 601(b) of Regulations
Federal Register / Vol. 61, No. 116 / Friday, June 14, 1996 / Rules and Regulations 30401

84The titles of the affected information collection

requirements are ‘‘Regulation S–K’’ and ‘‘Regulation

S–B.’’

85This information collection is entitled ‘‘Form

F–6,’’ OMB Control Number 3235–0292. The

collection is in accordance with the clearance

requirements of 44 U.S.C. 3507. The collection of

information in Form F–6 is mandatory where the

form is applicable. Information reported on Form

F–6 is made available to the public. The form

displays the OMB control number and expiration

date; if this information is not displayed, the agency

may not sponsor or conduct, or require a response

to, the information collection.

S–K and S–B84 would reduce the

existing information collection

requirements that are associated with

the forms identified in the exhibit tables

in those regulations. The net reduction

for all affected information collection

requirements would be an estimated

62,663 hours, or about .3% of the total

burden hours associated with past

requirements.

With respect to the elimination of

certain requirements within Form F–6,85

the supporting statement indicates that

registrants no longer would be required

to furnish the name of each dealer

known to it or depositary who: (1) Has

deposited shares against the issuance of

ADRs within the past six months, (2)

proposes to deposit shares against

issuance of ADRs, or (3) assisted or

participated in the creation of the plan

of the issuance of the ADRs or the

selection of the deposited securities.

This rule change will reduce the total

information burden of affected

registrants (currently 339 hours) by

approximately .1 hour per submission,

for a total reduction of 33.9 hours for all

submissions.

X. Statutory Basis for the Proposals

The foregoing amendments are being

adopted pursuant to sections 6, 7, 8, 10

and 19(a) of the Securities Act, sections

3, 12, 13, 14, 15(d), 23(a) and 35A of the

Exchange Act.

List of Subjects in 17 CFR Parts 210,

228, 229, 230, 232, 239, 240, and 249

Accountants, Confidential business

information, Registration requirements,

Reporting and recordkeeping

requirements, Securities.

Text of the Amendments

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, AND

ENERGY POLICY AND

CONSERVATION ACT OF 1975

1. The authority citation for part 210

continues to read as follows:

Authority: 15 U.S.C. 77f, 77g, 77h, 77j, 77s,

77aa(25), 77aa(26), 78l, 78m, 78n, 78o(d),

78w(a), 78ll(d), 79e(b), 79j(a), 79n, 79t(a),

80a–8, 80a–20, 80a–29, 80a–30, 80a–37,

unless otherwise noted.

§ 210.3–16 [Removed and reserved]

2. By removing and reserving § 210.3–

16.

§ 210.4–05 [Removed and reserved]

3. By removing and reserving § 210.4–

05.

§ 210.4–06 [Removed and reserved]

4. By removing and reserving § 210.4–

06.

5. By amending § 210.4–10 by

removing paragraphs (c) through (h) and

redesignating paragraphs (i) and (j) as

paragraphs (c) and (d), and by revising

paragraph (b) following the

undesignated heading to read as

follows:

§ 210.4–10 Financial accounting and

reporting for oil and gas producing

activities pursuant to the Federal securities

laws and the Energy Policy and

Conservation Act of 1975.

* * * * *

(b) A reporting entity that follows the

successful efforts method shall comply

with the accounting and financial

reporting disclosure requirements of

Statement of Financial Accounting

Standards No. 19, as amended.

* * * * *

PART 228—INTEGRATED

DISCLOSURE SYSTEM FOR SMALL

BUSINESS ISSUERS

6. The authority citation for part 228

continues to read as follows:

Authority: 15 U.S.C. 77e, 77f, 77g, 77h, 77j,

77k, 77s, 77aa(25), 77aa(26), 77ddd, 77eee,

77ggg, 77hhh, 77jjj, 77nnn, 77sss, 78l, 78m,

78n, 78o, 78w, 78ll, 80a–8, 80a–29, 80a–30,

80a–37, 80b–11, unless otherwise noted.

§ 228.601 [Amended]

7. By amending § 228.601 (Item 601 of

Regulation S–B) in the exhibit table, by

removing and reserving exhibit numbers

(7), (14) and (28), and by removing and

reserving paragraphs (b)(7), (b)(14) and

(b)(28).

PART 229—STANDARD

INSTRUCTIONS FOR FILING FORMS

UNDER SECURITIES ACT OF 1933,

SECURITIES EXCHANGE ACT OF 1934

AND ENERGY POLICY AND

CONSERVATION ACT OF 1975—

REGULATION S–K

8. The authority citation continues to

read in part as follow:

Authority: 15 U.S.C. 77e, 77f, 77g, 77h, 77j,

77k, 77s, 77aa(25), 77aa(26), 77ddd, 77eee,

77ggg, 77hhh, 77iii, 77jjj, 77nnn, 77sss, 78c,

78i, 78j, 78l, 78m, 78n, 78o, 78w, 78ll(d), 79e,

79n, 79t, 80a–8, 80a–29, 80a–30, 80a–37,

80b–11, unless otherwise noted.

* * * * *

§ 229.501 [Amended]

9. By amending § 229.501 (Item 501 of

Regulation S–K) by removing paragraph

(b), redesignating paragraph (c) as

paragraph (b), and in newly designated

paragraph (b)(8) by removing the words

‘‘, in red ink’’.

§ 229.601 [Amended]

10. By amending § 229.601 (Item 601

of Regulation S–K) in the exhibit table,

by removing and reserving exhibit

numbers (6), (7), (14) and (28), and by

removing and reserving paragraphs

(b)(6), (b)(7), (b)(14) and (b)(28).

§§ 229.801, 229.802 [Amended]

11. By amending § 229.801 and

§ 229.802 by removing and reserving

paragraph (a) Industry Guide 1 in both

sections.

PART 230—GENERAL RULES AND

REGULATIONS, SECURITIES ACT OF

1933

12. The authority citation for part 230

continues to read in part as follows:

Authority: 15 U.S.C. 77b, 77f, 77g, 77h, 77j,

77s, 77sss, 78c, 78d, 78l, 78m, 78n, 78o, 78w,

78ll(d), 79t, 80a–8, 80a–29, 80a–30, and 80a–

37, unless otherwise noted.

* * * * *

§ 240.148 [Removed and reserved]

13. By removing and reserving

§ 230.148.

14. By amending § 230.252 by revising

paragraph (h)(2) to read as follows:

§ 230.252 Offering statement.

* * * * *

(h) Amendments.

(1) * * *

(2) An amendment to include a

delaying notation pursuant to paragraph

(g)(2) or to remove one pursuant to

paragraph (g)(3) of this section after the

initial filing of an offering statement

may be made by telegram, letter or

facsimile transmission. Each such

telegraphic amendment shall be
30402 Federal Register / Vol. 61, No. 116 / Friday, June 14, 1996 / Rules and Regulations

confirmed in writing within a

reasonable time by filing a signed copy.

Such confirmation shall not be deemed

an amendment.

§§ 230.300 through 230.346 (Regulation B)

[Removed and reserved]

15. By removing the undesignated

center heading—Regulation B—and

removing and reserving §§ 230.300

through 230.346 (Regulation B) (The

undesignated center heading ‘‘Attention

Electronic Filers’’ and the paragraph

immediately following remain

unchanged).

16. By amending § 230.402 by

removing the word ‘‘manually’’ from the

fourth sentence of paragraph (a), and

from the fourth sentence of paragraph

(c), and by revising paragraph (e) to read

as follows:

§ 230.402 Number of copies; binding;

signatures.

* * * * *

(e) Signatures. Where the Act or the

rules thereunder, including paragraphs

(a) and (c) of this section, require a

document filed with or furnished to the

Commission to be signed, such

document shall be manually signed, or

signed using either typed signatures or

duplicated or facsimile versions of

manual signatures. Where typed,

duplicated or facsimile signatures are

used, each signatory to the filing shall

manually sign a signature page or other

document authenticating,

acknowledging or otherwise adopting

his or her signature that appears in the

filing. Such document shall be executed

before or at the time the filing is made

and shall be retained by the registrant

for a period of five years. Upon request,

the registrant shall furnish to the

Commission or its staff a copy of any or

all documents retained pursuant to this

section.

17. By amending § 230.406 by revising

the heading ‘‘Preliminary Note’’ to read

‘‘Preliminary Notes’’, by designating the

preliminary note as preliminary note 1,

adding preliminary note 2, removing

from paragraph (a) the words ‘‘or on

Form F–4 (§ 239.34 of this chapter)

complying with General Instruction F of

that Form’’, and removing paragraph (j)

to read as follows:

§ 230.406 Confidential treatment of

information filed with the Commission.

Preliminary Notes: (1) * * *

(2) All confidential treatment requests shall

be submitted in paper format only, whether

or not the filer is an electronic filer. See Rule

101(c)(1)(i) of Regulation S–T

(§ 232.101(c)(1)(i) of this chapter).

* * * * *

Undesignated Center Heading and

§§ 230.445–230.447 [Removed and

reserved]

18. By removing the undesignated

center heading Competitive Bids and

removing and reserving §§ 230.445

through 230.447.

§ 230.464 [Amended]

19. By amending § 230.464 by revising

the heading to read ‘‘Effective date of

post-effective amendments to

registration statements filed on Form S–

8 and on certain Forms S–3, S–4, F–2

and F–3.’’ and by removing from the

introductory text the words ‘‘or on Form

F–4 (§ 239.34 of this chapter) that there

is continued compliance with General

Instruction F of that Form’’ and from

paragraph (b) the words ‘‘or a Form F–

4 registration statement complying with

General Instruction F of that Form’’.

20. By amending § 230.471 by

designating the text as paragraph (a) and

adding paragraph (b) to read as follows:

§ 230.471 Signatures to amendments.

(a) * * *

(b) Where the Act or the rules

thereunder require a document filed

with or furnished to the Commission to

be signed, such document shall be

manually signed, or signed using either

typed signatures or duplicated or

facsimile versions of manual signatures.

Where typed, duplicated or facsimile

signatures are used, each signatory to

the filing shall manually sign a

signature page or other document

authenticating, acknowledging or

otherwise adopting his or her signature

that appears in the filing. Such

document shall be executed before or at

the time the filing is made and shall be

retained by the registrant for a period of

five years. Upon request, the registrant

shall furnish to the Commission or its

staff a copy of any or all documents

retained pursuant to this section.

21. By amending § 230.472 by revising

the second sentence of paragraph (b) to

read as follows:

§ 230.472 Filing of amendments; number

of copies.

* * * * *

(b) * * * Each such copy of the

amended prospectus shall be

accompanied by a copy of the cross

reference sheet required by Rule 481(a)

(§ 230.481(a)), where applicable, if the

amendment of the prospectus resulted

in any change in the accuracy of the

cross reference sheet previously filed.

* * *

* * * * *

22. By amending § 230.473 by revising

the second sentence of paragraph (c)

and by removing from paragraph (d) the

words ‘‘or on Form F–4 (§ 239.34 of this

chapter) complying with General

Instruction F of that Form’’ to read as

follows:

§ 230.473 Delaying amendments.

* * * * *

(c) * * * Any such amendment filed

after the filing of the registration

statement, any amendment altering the

proposed date of public sale of the

securities being registered, or any

amendment filed pursuant to paragraph

(b) of this section may be made by

telegram, letter or facsimile

transmission. * * *

* * * * *

23. By amending § 230.504 by revising

paragraph (b)(1) to read as follows:

§ 230.504 Exemption for limited offerings

and sales of securities not exceeding

$1,000,000.

* * * * *

(b) Conditions to be met. (1) To

qualify for exemption under this

§ 230.504, offers and sales must satisfy

the terms and conditions of §§ 230.501

and 230.502(a).

* * * * *

Undesignated center heading and

§§ 230.651–230.656 (Reg. F) [Removed and

reserved]

24. By removing the undesignated

center heading and by removing and

reserving §§ 230.651 through 230.656

(Regulation F).

§ 230.702(T) [Removed]

25. By removing § 230.702(T).

§ 230.703(T) [Removed]

26. By removing § 230.703(T).

§ 230.902 [Amended]

27. By amending § 230.902 at the end

of paragraph (a)(1) before the word

‘‘and’’, add the words ‘‘the Helsinki

Stock Exchange; the Alberta Stock

Exchange; the Oslo Stock Exchange; the

Mexico Stock Exchange; the Istanbul

Stock Exchange; and the Irish Stock

Exchange’’.

PART 232—REGULATION S–T—

GENERAL RULES AND REGULATIONS

FOR ELECTRONIC FILINGS

28. The authority citation for part 232

continues to read as follows:

Authority: 15 U.S.C. 77f, 77g, 77h, 77j,

77s(a), 77sss(a), 78c(b), 78l, 78m, 78n, 78o(d),

78w(a), 78ll, 79t(a), 80a–8, 80a–29, 80a–30

and 80a–37.

§ 232.311 [Amended]

29. By amending § 232.311 by

removing paragraph (c) and

redesignating paragraphs (d) through (i)

as paragraphs (c) through (h).
Federal Register / Vol. 61, No. 116 / Friday, June 14, 1996 / Rules and Regulations 30403

PART 239—FORMS PRESCRIBED

UNDER THE SECURITIES ACT OF 1933

30. The authority citation for part 239

continues to read in part as follows:

Authority: 15 U.S.C. 77f, 77g, 77h, 77j, 77s,

77sss, 78c, 78l, 78m, 78n, 78o(d), 78w(a),

78ll(d), 79e, 79f, 79g, 79j, 79l, 79m, 79n, 79q,

79t, 80a–8, 80a–29, 80a–30 and 80a–37,

unless otherwise noted.

* * * * *

31. By amending Form F–6

(referenced in § 239.36) by removing

Items 3(e) and 4(a) and by redesignating

Item 3(f) as Item 3(e) and Items 4(b) and

4(c) as Items 4(a) and 4(b).

Note: The text of Form F–6 does not, and

the amendments thereto will not, appear in

the Code of Federal Regulations.

32. By amending Form F–7

(referenced in § 239.37) in Part I, Item 3

by removing the words ‘‘Rule 24 of the

Commission’s Rules of Practice’’ from

the second sentence and inserting ‘‘Item

10(d) of Regulation S–K’’ in its place.

Note: The text of Form F–7 does not, and

the amendments thereto will not, appear in

the Code of Federal Regulations.

33. By amending Form F–8

(referenced in § 239.38) in Part I, Item 3

by removing the words ‘‘Rule 24 of the

Commission’s Rules of Practice’’ from

the second sentence and inserting ‘‘Item

10(d) of Regulation S–K’’ in its place.

Note: The text of Form F–8 does not, and

the amendments thereto will not, appear in

the Code of Federal Regulations.

34. By amending Form F–9

(referenced in § 239.39) in Part I, Item 3

by removing the words ‘‘Rule 24 of the

Commission’s Rules of Practice’’ from

the second sentence and inserting ‘‘Item

10(d) of Regulation S–K’’ in its place.

Note: The text of Form F–9 does not, and

the amendments thereto will not, appear in

the Code of Federal Regulations.

35. By amending Form F–10

(referenced in § 239.40) in Part I, Item 4

by removing the words ‘‘Rule 24 of the

Commission’s Rules of Practice’’ from

the second sentence and inserting ‘‘Item

10(d) of Regulation S–K’’ in its place.

Note: The text of Form F–10 does not, and

the amendments thereto will not, appear in

the Code of Federal Regulations.

36. By amending Form F–80

(referenced in § 239.41) in Part I, Item 3

by removing the words ‘‘Rule 24 of the

Commission’s Rules of Practice’’ from

the second sentence and inserting ‘‘Item

10(d) of Regulation S–K’’ in its place.

Note: The text of Form F–80 does not, and

the amendments thereto will not, appear in

the Code of Federal Regulations.

§ 239.101 [Removed and reserved]

37. By removing and reserving

§ 239.101 and by removing Schedules A,

B, C, D and Forms 1–G and 3–G

referenced in that section.

§ 239.300 [Removed and reserved]

38. By removing and reserving

§ 239.300 and by removing Form 1–F.

§ 239.701 [Removed and reserved]

39. By removing and reserving

§ 239.701 and by removing Form 701.

PART 240—GENERAL RULES AND

REGULATIONS, SECURITIES

EXCHANGE ACT OF 1934

40. The authority citation for part 240

continues to read in part as follows:

Authority: 15 U.S.C. 77c, 77d, 77g, 77j,

77s, 77eee, 77ggg, 77nnn, 77sss, 77ttt, 78c,

78d, 78i, 78j, 78l, 78m, 78n, 78o, 78p, 78q,

78s, 78w, 78x, 78ll(d), 79q, 79t, 80a–20, 80a–

23, 80a–29, 80a–37, 80b–3, 80b–4 and 80b–

11, unless otherwise noted.

* * * * *

41. By amending § 240.12b–11 by

removing the word ‘‘manually’’ from

paragraph (b) and by revising paragraph

(d) to read as follows:

§ 240.12b–11 Number of copies;

signatures; binding.

* * * * *

(d) Signatures. Where the Act or the

rules, forms, reports or schedules

thereunder, including paragraph (b) of

this section, require a document filed

with or furnished to the Commission to

be signed, such document shall be

manually signed, or signed using either

typed signatures or duplicated or

facsimile versions of manual signatures.

Where typed, duplicated or facsimile

signatures are used, each signatory to

the filing shall manually sign a

signature page or other document

authenticating, acknowledging or

otherwise adopting his or her signature

that appears in the filing. Such

document shall be executed before or at

the time the filing is made and shall be

retained by the filer for a period of five

years. Upon request, the filer shall

furnish to the Commission or its staff a

copy of any or all documents retained

pursuant to this section.

42. By amending § 240.13a–13 by

revising the section heading and

paragraph (c) to read as follow:

§ 240.13a–13 Quarterly reports on Form

10–Q and Form 10–QSB (§ 249.308a and

§ 249.308b of this chapter).

* * * * *

(c) Part I of the quarterly reports on

Form 10–Q or Form 10–QSB need not

be filed by:

(1) Mutual life insurance companies;

or

(2) Mining companies not in the

production stage but engaged primarily

in the exploration for the development

of mineral deposits other than oil, gas or

coal, if all of the following conditions

are met:

(i) The registrant has not been in

production during the current fiscal

year or the two years immediately prior

thereto; except that being in production

for an aggregate period of not more than

eight months over the three-year period

shall not be a violation of this condition.

(ii) Receipts from the sale of mineral

products or from the operations of

mineral producing properties by the

registrant and its subsidiaries combined

have not exceeded $500,000 in any of

the most recent six years and have not

aggregated more than $1,500,000 in the

most recent six fiscal years.

* * * * *

§ 240.13a–17 [Removed and reserved]

43. By removing and reserving

§ 240.13a–17.

44. By amending § 240.14d–1 by

revising paragraph (d) to read as

follows:

§ 240.14d–1 Scope of and definitions

applicable to Regulations 14D and 14E.

* * * * *

(d) Signatures. Where the Act or the

rules, forms, reports or schedules

thereunder require a document filed

with or furnished to the Commission to

be signed, such document shall be

manually signed, or signed using either

typed signatures or duplicated or

facsimile versions of manual signatures.

Where typed, duplicated or facsimile

signatures are used, each signatory to

the filing shall manually sign a

signature page or other document

authenticating, acknowledging or

otherwise adopting his or her signature

that appears in the filing. Such

document shall be executed before or at

the time the filing is made and shall be

retained by the filer for a period of five

years. Upon request, the filer shall

furnish to the Commission or its staff a

copy of any or all documents retained

pursuant to this section.

45. By amending § 240.15d–13 by

revising the section heading and

paragraph (c) to read as follows:

§ 240.15d–13 Quarterly reports on Form

10–Q and Form 10–QSB (§ 249.308a and

§ 249.308b of this chapter).

* * * * *

(c) Part I of the quarterly reports on

Form 10–Q or Form 10–QSB need not

be filed by:

(1) Mutual life insurance companies;

or

(2) Mining companies not in the

production stage but engaged primarily
30404 Federal Register / Vol. 61, No. 116 / Friday, June 14, 1996 / Rules and Regulations

in the exploration for the development

of mineral deposits other than oil, gas or

coal, if all of the following conditions

are met:

(i) The registrant has not been in

production during the current fiscal

year or the two years immediately prior

thereto; except that being in production

for an aggregate period of not more than

eight months over the three-year period

shall not be a violation of this condition.

(ii) Receipts from the sale of mineral

products or from the operations of

mineral producing properties by the

registrant and its subsidiaries combined

have not exceeded $500,000 in any of

the most recent six years and have not

aggregated more than $1,500,000 in the

most recent six fiscal years.

* * * * *

§ 240.15d–17 [Removed and reserved]

46. By removing and reserving

§ 240.15d–17.

47. By amending § 240.16a–3 by

revising paragraph (i) to read as follows:

§ 240.16a–3 Reporting transactions and

holdings.

* * * * *

(i) Signatures. Where Section 16 of

the Act, or the rules or forms

thereunder, require a document filed

with or furnished to the Commission to

be signed, such document shall be

manually signed, or signed using either

typed signatures or duplicated or

facsimile versions of manual signatures.

Where typed, duplicated or facsimile

signatures are used, each signatory to

the filing shall manually sign a

signature page or other document

authenticating, acknowledging or

otherwise adopting his or her signature

that appears in the filing. Such

document shall be executed before or at

the time the filing is made and shall be

retained by the filer for a period of five

years. Upon request, the filer shall

furnish to the Commission or its staff a

copy of any or all documents retained

pursuant to this section.

§ 240.166–1 [Amended]

48. By amending § 240.16b–1 by

removing paragraph (c).

§ 240.166–4 [Removed and reserved]

49. By removing and reserving

§ 240.16b–4.

50. By amending § 240.24b–2 by

adding a preliminary note preceding the

text of paragraph (a) and by removing

paragraph (g), to read as follows:

§ 240.24b–2 Nondisclosure of information

filed with the Commission and with any

exchange.

Preliminary Note

Confidential treatment requests shall be

submitted in paper format only, whether or

not the filer is required to submit a filing in

electronic format.

* * * * *

PART 249—FORMS, SECURITIES

EXCHANGE ACT OF 1934

51. The authority citation for Part 249

continues to read in part as follows:

Authority: 15 U.S.C. 78a, et seq., unless

otherwise noted;

* * * * *

52. By amending Form 10–K

(referenced in § 249.310) by removing

general instruction I. and redesignating

general instruction J. as general

instruction I.

Note: The text of Form 10–K does not, and

the amendments thereto will not, appear in

the Code of Federal Regulations.

§ 249.310c [Removed and reserved]

53. By removing and reserving

§ 249.310c and by removing Form 10–C.

By the Commission.

Dated: May 31, 1996.

Jonathan G. Katz,

Secretary.

[FR Doc. 96–14182 Filed 6–13–96; 8:45 am]

BILLING CODE 8010–01–P