30396 Federal Register / Vol. 61, No. 116 / Friday, June 14, 1996 / Rules and Regulations

1 15 U.S.C. 78p (1988).

2 15 U.S.C. 78a et seq. (1988).

3Exchange Act Release No. 28869 (February 8,

1991) (56 FR 7242) (‘‘Adopting Release’’). See

Section VII of the Adopting Release for transition

provisions generally and Section VII.C for transition

provisions relating to employee benefit plans.

4 15 U.S.C. 78p(b).

5 17 CFR 240.16a–8(b).

6 17 CFR 240.16a–8(g)(3).

7 17 CFR 240.16b–3 (1990).

8 17 CFR 240.16b–3 (1991).

9The phase-in period applies only to the

exemption from section 16(b), not to the revised

reporting requirements under section 16(a) that

became effective on May 1, 1991 and the further

revisions adopted today.

10Exchange Act Release No. 36063 (August 7,

1995) (60 FR 40994).

11Exchange Act Release No. 34–37260, Section

VII.

12When an issuer adopts a plan that complies

with new Rule 16b–3 or converts one of its existing

plans to the new rule, all plans must be converted,

provided that any transaction between an issuer

and its officers or directors that occurs outside the

scope of a formal plan or pursuant to a plan that

permits only the issuance of cash-only instruments

6. Additional Information

If the space provided in the line items of

this Form or space provided for additional

comments is insufficient, attach another

Form 5, copy of Form 5 or a separate page

of 81⁄2 by 11 inch white paper to Form 5,

completed as appropriate to include the

additional comments. Each attached page

must include information required in Items

1, 2 and 4 of the Form. The number of pages

comprising the report (Form plus

attachments) shall be indicated at the bottom

of each report page (e.g., 1 of 3, 2 of 3, 3 of

3). If additional information is not provided

in this manner, it will be assumed that no

additional information was provided.

* * * * *

8. Transaction Codes

* * * If a transaction involves an equity

swap or instrument with similar

characteristics, use transaction Code ‘‘K’’ in

addition to the code(s) that most

appropriately describes the transaction, e.g.,

‘‘S/K’’ or ‘‘P/K.’’

General Transaction Codes

P—Open market or private purchase of nonderivative or derivative security

S—Open market or private sale of nonderivative or derivative security

Rule 16b-3 Transaction Codes

A—Grant, award or other acquisition

pursuant to Rule 16b-3(d)

D—Disposition to the issuer of issuer equity

securities pursuant to Rule 16b-3(e)

F—Payment of exercise price or tax liability

by delivering or withholding securities

incident to the receipt, exercise or

vesting of a security issued in

accordance with Rule 16b-3

I—Discretionary transaction in accordance

with Rule 16b-3(f) resulting in

acquisition or disposition of issuer

securities

M—Exercise or conversion of derivative

security exempted pursuant to Rule 16b3

Derivative Securities Codes (Except for

transactions exempted pursuant to Rule 16b3)

C—Conversion of derivative security

E—Expiration of short derivative position

H—Expiration (or cancellation) of long

derivative position with value received

O—Exercise of out-of-the-money derivative

security

X—Exercise of in-the-money or at-the-money

derivative security

Other Section 16(b) Exempt Transaction and

Small Acquisition Codes (except for Rule

16b-3 codes above)

G—Bona fide gift

L—Small acquisition under Rule 16a–6

W—Acquisition or disposition by will or the

laws of descent and distribution

Z—Deposit into or withdrawal from voting

trust

Other Transaction Codes

J—Other acquisition or disposition (describe

transaction)

K—Transaction in equity swap or instrument

with similar characteristics

U—Disposition pursuant to a tender of shares

in a change of control transaction

To indicate that a holding should have

been reported previously on Form 3, place a

‘‘3’’ in Table I, column 3 or Table II, column

4, as appropriate. Indicate in the space

provided for explanation of responses the

event triggering the Form 3 filing obligation.

To indicate that a transaction should have

been reported previously on Form 4, place a

‘‘4’’ next to the transaction code reported in

Table I, column 3 or Table II, column 4 (e.g,

an open market purchase of a non-derivative

security that should have been reported

previously on Form 4 should be designated

as ‘‘P4’’). To indicate that a transaction

should have been reported on a previous

Form 5, place a ‘‘5’’ in Table I, column 3 or

Table II, column 4, as appropriate. In

addition, the appropriate box on the front

page of the Form should be checked.

* * * * *

1. Name and Address of Reporting Person*

(Last) (First) (Middle)

(Street)

(City) (State) (Zip)

* If the Form is filed by more than one

Reporting Person, see Instruction 4(b)(v).

* * * * *

7. Individual or Joint/Group Filing

(Check applicable line)

llllForm Filed by One Reporting Person

llllForm Filed by More than One

Reporting Person

* * * * *

Dated: May 31, 1996.

By the Commission.

Jonathan G. Katz,

Secretary.

[FR Doc. 96–14184 Filed 6–13–96; 8:45 am]

BILLING CODE 8010–01–P

SECURITIES AND EXCHANGE

COMMISSION

17 CFR Part 240

[Release Nos. 34–37261; 35–26525; IC–

21998]

RIN 3235–AB14

Employee Benefit Plan Exemptive

Rules Under Section 16 of the

Securities Exchange Act of 1934

AGENCY: Securities and Exchange

Commission.

ACTION: Extension of phase-in period for

rule 16b–3.

SUMMARY: The Commission today is

extending the phase-in period for

compliance with the substantive

conditions of new Rule 16b–3 regarding

employee benefit plan transactions

under the Securities Exchange Act of

1934.

DATES: Effective June 14, 1996. The

phase-in period for compliance with

new § 240.16b–3, which previously has

been extended to September 1, 1996, is

extended until November 1, 1996.

FOR FURTHER INFORMATION CONTACT:

Anne M. Krauskopf, Office of the Chief

Counsel, Division of Corporation

Finance, at (202) 942–2900.

SUPPLEMENTARY INFORMATION: On

February 8, 1991, the Commission

adopted comprehensive revisions to the

rules under section 16 1 of the Securities

Exchange Act of 1934 (‘‘Exchange

Act’’).2 The new regulatory scheme

generally became effective on May 1,

1991, but a 16 month phase-in period

was provided with respect to specified

rules affecting employee benefit plans,

in order to give registrants ample time

to review the rule changes and amend

their plans accordingly.3 The Adopting

Release provided that registrants could

continue to rely on the exemptions from

section 16(b) of the Exchange Act 4

afforded by former Rules 16a–8(b),5

16a–8(g)(3),6 and 16b–3 7 after May 1,

1991, but would be required to adopt

the substantive conditions of new Rule

16b–3 8 by September 1, 1992.9

The Rule 16b–3 phase-in period was

extended until September 1, 1996, or

such different date as set by the

Commission, pending completion of

further rulemaking under section 16

with regard to employee benefit plans.10

The amendments to the rules under

section 16 adopted today, which

become effective August 15, 1996,

complete this rulemaking effort.11 While

new Rule 16b–3 becomes available for

issuers that wish to use it on August 15,

1996, the phase-in period for Rule 16b–

3 is extended until November 1, 1996.12
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