[Federal Register Volume 61, Number 116 (Friday, June 14, 1996)]
[Proposed Rules]
[Pages 30405-30429]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 96-14183]




Federal Register / Vol. 61, No. 116 / Friday, June 14, 1996 / 
Proposed Rules

[[Page 30405]]



SECURITIES AND EXCHANGE COMMISSION

17 CFR Parts 230, 239, 240, 249, and 274

[Release Nos. 33-7301 and 34-37263; S7-15-96]
RIN 3235-AG80


Phase Two Recommendations of Task Force on Disclosure 
Simplification

AGENCY: Securities and Exchange Commission.

ACTION: Proposed rules.

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SUMMARY: After considering certain of the recommendations contained in 
the Report of the Task Force on Disclosure Simplification, the 
Commission now proposes to eliminate two forms and one rule that may no 
longer be necessary or appropriate for the protection of investors. The 
Commission also proposes to add one rule, and to amend nine rules and 
17 forms in order to eliminate unnecessary requirements and to 
streamline the disclosure process.

DATES: Comments should be submitted on or before July 29, 1996.

ADDRESSES: All comments concerning the rule proposals should be 
submitted in triplicate to Jonathan G. Katz, Secretary, U.S. Securities 
and Exchange Commission, Mail Stop 6-9, 450 Fifth Street NW., 
Washington, DC 20549. Comments also may be submitted electronically at 
the following E-mail address: <a href="/cdn-cgi/l/email-protection#87f5f2ebe2aae4e8eaeae2e9f3f4c7f4e2e4a9e0e8f1"><span class="__cf_email__" data-cfemail="8af8ffe6efa7e9e5e7e7efe4fef9caf9efe9a4ede5fc">[email protected]</span></a>. All comment 
letters should refer to File Number S7-15-96; this file number should 
be included on the subject line if E-mail is used. Comment letters will 
be available for inspection and copying in the public reference room at 
the same address. Electronically submitted comment letters will be 
posted on the Commission's Internet web site (http://www.sec.gov).

FOR FURTHER INFORMATION CONTACT: Felicia H. Kung, Division of 
Corporation Finance, at (202) 942-2990.

SUPPLEMENTARY INFORMATION: After considering certain of the 
recommendations of the Task Force on Disclosure Simplification, the 
Commission today is proposing the amendment of Rule 401,<SUP>1 Rule 
424,<SUP>2 Rule 462,<SUP>3 Rule 463 <SUP>4 and Rule 503 <SUP>5 under 
the Securities Act of 1933 (``Securities Act'').<SUP>6 The Commission 
also is proposing the elimination of Rule 507 <SUP>7 under the 
Securities Act. Amendments are being proposed to the following 
Securities Act forms: Form SB-1,<SUP>8 Form SB-2,<SUP>9 Form S-
1,<SUP>10 Form S-3,<SUP>11 Form S-11,<SUP>12 Form S-4,<SUP>13 Form F-
1,<SUP>14 Form F-3,<SUP>15 Form F-4 <SUP>16 and Form D.<SUP>17 In 
addition, the Commission proposes the elimination of Form SR <SUP>18 
under the Securities Act and Form 8-B <SUP>19 under the Securities 
Exchange Act of 1934 (``Exchange Act'').<SUP>20 The Commission proposes 
to add Rule 12a-8 <SUP>21 under the Exchange Act. In addition, 
amendments are being proposed to the following Exchange Act rules and 
forms: Rule 12d1-2,<SUP>22 Rule 12g-3,<SUP>23 Rule 15d-5,<SUP>24 Form 
8-A,<SUP>25 Form 20-F,<SUP>26 Form 10-Q,<SUP>27 Form 10-QSB,<SUP>28 
Form 10-K,<SUP>29 and Form 10-KSB.<SUP>30 Amendments also are being 
proposed to the following rule and form applicable to investment 
companies: Rule 497 under the Securities Act <SUP>31 and Form N-2 
<SUP>32 under the Investment Company Act of 1940.<SUP>33
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    \1\ 17 CFR 230.401.
    \2\ 17 CFR 230.424.
    \3\ 17 CFR 230.462.
    \4\ 17 CFR 230.463.
    \5\ 17 CFR 230.503.
    \6\ 15 U.S.C. 77a et seq.
    \7\ 17 CFR 230.507.
    \8\ 17 CFR 239.9.
    \9\ 17 CFR 239.10.
    \10\ 17 CFR 239.11.
    \11\ 17 CFR 239.13.
    \12\ 17 CFR 239.18.
    \13\ 17 CFR 239.25.
    \14\ 17 CFR 239.31.
    \15\ 17 CFR 239.33.
    \16\ 17 CFR 239.34.
    \17\ 17 CFR 239.500.
    \18\ 17 CFR 239.61.
    \19\ 17 CFR 249.208b.
    \20\ 15 U.S.C. 78a et seq.
    \21\ 17 CFR 240.12a-8.
    \22\ 17 CFR 240.12d1-2.
    \23\ 17 CFR 240.12g-3.
    \24\ 17 CFR 240.15d-5.
    \25\ 17 CFR 249.208a.
    \26\ 17 CFR 249.220f.
    \27\ 17 CFR 249.308a.
    \28\ 17 CFR 249.308b.
    \29\ 17 CFR 249.310.
    \30\ 17 CFR 249.310b.
    \31\ 17 CFR 230.497.
    \32\ 17 CFR 239.14 and 274.11a-1.
    \33\ 15 U.S.C. 80a-1 et seq.
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I. Background

    On March 5, 1996, the Task Force on Disclosure Simplification 
(``Task Force'') presented its Report (``Task Force Report''),<SUP>34 
which recommended the elimination or modification of many rules and 
forms, and proposed suggestions for simplifying significant aspects of 
securities offerings. In conjunction with the publication of the Task 
Force Report, the Commission proposed for public comment the 
elimination of 45 rules and four forms. Most of these proposals are 
being adopted today in a separate release.<SUP>35
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    \34\ The Task Force 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 (<a href="http://
www.sec.gov">http://
www.sec.gov</a>). Persons interested in commenting on the Report may do 
so by referring to File No. S7-6-96 and, as noted above, submitting 
comments in paper or electronically.
    \35\ See Release No. 33-7300 (May 31, 1996).
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    After further consideration of the Task Force recommendations, the 
Commission now is proposing for public comment the further elimination 
of two forms and one rule. The Commission also is proposing to add one 
rule, and to amend nine rules and 17 forms in order to simplify and 
improve the disclosure process.
    The Commission's issuance of these proposals does not reflect its 
views on the merits of the remaining recommendations in the Task Force 
Report that it has not yet considered. As it further considers other 
recommendations made in the Task Force Report, the Commission 
anticipates making other proposals aimed at streamlining the disclosure 
process.
    The Commission's principal proposals contained in this release are 
as follows:
    <rt-triang> The Form D federal filing requirement would be 
eliminated for the Regulation D <SUP>36 and Section 4(6) <SUP>37 
exemptions, although Form D itself would be retained;
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    \36\ 17 CFR 230.501 through 17 CFR 230.508.
    \37\ 15 U.S.C. 77d(6).
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    <rt-triang> Form SR, the use of proceeds report for initial public 
offerings, would be eliminated, and the information currently required 
by Form SR would be required in Exchange Act periodic reports;
    <rt-triang> Form 8-B, which pertains to the registration of the 
securities of successor issuers, would be eliminated;
    <rt-triang> The Securities Act registration forms would be amended 
to permit issuers to register concurrently a public offering under the 
Securities Act and a class of securities under the Exchange Act by 
filing a single form that would cover both registrations;
    <rt-triang> Form 8-A, the short-form Exchange Act registration 
statement, would be amended to provide automatic effectiveness for all 
securities that are registered on that Form, as currently is the case 
for exchange-listed debt securities; and
    <rt-triang> Post-effective amendments to Securities Act 
registration statements filed solely to add exhibits would become 
effective automatically upon filing.

[[Page 30406]]

II. Forms

A. Form D

    The Commission currently requires the filing of Form D by an issuer 
that engages in an unregistered offering of its securities in reliance 
on an exemption under Regulation D or Section 4(6) of the Securities 
Act. For each claimed exempt offering, an issuer must file a Form D 
with the Commission no later than 15 days after the first sale of 
securities. Form D requires the issuer to disclose basic information 
concerning the identity of the issuer and the offering, including the 
exemption being claimed and information regarding the offering price, 
number of investors, expenses, and use of proceeds. An issuer also may 
use the Form to give notice to state securities regulators of its 
reliance on the Uniform Limited Offering Exemption (``ULOE'') <SUP>38 
for its securities offering exemption in states that have adopted ULOE 
and Form D.
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    \38\ See NASAA Rep. (CCH) para. 6201. The North American 
Securities Administrators Association, Inc. (``NASAA'') adopted the 
ULOE in 1983 to provide a model blue sky exemption for certain 
offers or sales of securities that are sold in compliance with Rules 
505 and 506 of Regulation D under the Securities Act. The purposes 
of the ULOE are two-fold: to create a state limited offering 
exemption that is compatible with federal exemptions and to create a 
uniform exemption that could be adopted by the states.
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    The Commission proposes to amend Form D to eliminate the federal 
requirement that issuers file Form D when relying on the Regulation D 
or Section 4(6) exemptions.<SUP>39 A Form D typically provides only 
minimal information about the issuer and the offering. Moreover, the 
Commission does not require an issuer to file a notice when making 
offerings under certain other exemptions from Securities Act 
registration, such as an intrastate offering under the Rule 147 safe 
harbor.<SUP>40 Certain information regarding unregistered sales, 
similar to that provided in Form D, is currently required by Item 701 
of Regulation S-K,<SUP>41 which applies to an issuer registering an 
initial public offering or other offering of securities on Form S-1, as 
well as to a foreign private issuer registering an offering of 
securities on Form F-1. Small business issuers are required to disclose 
similar information pursuant to the requirements of Form SB-1 and the 
requirements of Item 701 of Regulation S-B,<SUP>42 which applies to 
offerings registered on Form SB-2.<SUP>43
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    \39\ In 1994, 7,494 filings on Form D were made. From January 
through October 1995, 6,066 filings were made.
    \40\ 17 CFR 230.147. See also 15 U.S.C. 77c(a)(11).
    \41\ 17 CFR 229.701.
    \42\ 17 CFR 228.701.
    \43\ The Commission has proposed to require disclosure requiring 
unregistered sales on a quarterly basis, including information about 
sales pursuant to Regulation D. See Release No. 33-7189 (June 27, 
1995) (60 FR 35656).
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    Although the additional information provided in Form D is of 
minimal usefulness for federal purposes, the Commission notes that many 
states appear to find that Form useful. The Commission recognizes that 
a single federal form has obviated the need for multiple state forms 
for the purposes of ULOE. Thus, the Form has had the effect of creating 
a uniform state approach to ULOE notifications.
    As a result, the Commission proposes to retain Form D, but to 
eliminate the Form D filing requirement for the Regulation D and 
Section 4(6) exemptions. The Commission proposes to amend Rule 503, 
which sets forth the notice filing requirement for issuers claiming a 
Regulation D exemption, to require issuers to prepare and retain the 
Form D notice after the first sale of securities. As proposed, Form D 
would be required to be retained by the issuer in its records for at 
least three years after the first sale of securities made in reliance 
on Regulation D, subject to possible inspection by the Commission's 
staff. Since the requirement to file Form D would be rescinded, the 
Commission proposes to eliminate Rule 507, which provides that an 
issuer is ineligible to claim a Regulation D exemption if it has 
previously been subject to a court order for failing to comply with the 
notice requirement of Rule 503. The Commission looks forward to working 
with NASAA in reconciling differing federal and state regulatory needs 
with respect to Form D.
    Comment is requested as to whether Form D is useful to investors 
and issuers. Should Form D be rescinded altogether? Does Form D provide 
information that would not otherwise be available in other disclosure 
documents? Should the Commission require issuers to prepare and retain 
Form D only if they are required to file the Form for state securities 
law purposes? Rather than require the preparation of the Form at all, 
should the Commission require issuers to have available upon request by 
the Commission or its staff the information currently contained in Form 
D for a three-year period? Would the elimination of the Form D filing 
requirement for Regulation D purposes hinder the securities offering 
exemption program in those states that have adopted ULOE and Form D? 
Are there any states that require a Form D in Rule 504 offerings and is 
it necessary to maintain a Form D recordkeeping requirement for 
offerings pursuant to Rule 504? Should Form D be revised to reflect its 
primary usefulness for state regulatory purposes, and if so, how? Is a 
recordkeeping requirement for Form D reasonable, and if so, would a 
shorter period, e.g., one year or two years, or longer period, e.g., 
five years, be more appropriate?
    The Commission solicits comment on whether Form D should be 
eliminated for Regulation D purposes, but retained for the purposes of 
Section 4(6). If Form D is retained for Section 4(6) purposes, should 
issuers be required only to prepare and retain, rather than file, the 
Form?
    If the proposal to require quarterly disclosure of unregistered 
sales is adopted, would this adequately substitute for the information 
provided by Form D with respect to issuers required to file reports 
with the Commission? Would this create an information gap with respect 
to non-reporting issuers? Should Form D be eliminated only if the 
Commission adopts this proposal?

B. Form SR

    Rule 463 under the Securities Act requires issuers to report on 
Form SR the use of proceeds following an initial public offering within 
ten days of the first three months following the effective date of the 
registration statement, and every six months thereafter, until the 
later of the termination of the offering or the application of all the 
offering proceeds.<SUP>44 The Commission proposes to eliminate Form SR 
in favor of requiring first-time issuers to report the use of proceeds 
in their first periodic Exchange Act report (quarterly report or annual 
report, whichever is filed first) after effectiveness, and thereafter 
in their periodic Exchange Act reports through the later of the 
application of the proceeds or the termination of the offering. 
Although this proposal would increase the frequency with which domestic 
issuers would report this information, the consolidation of disclosure 
requirements would facilitate reporting by registrants by reducing the 
number of forms they would be required to file to satisfy their 
substantive reporting obligations. Furthermore, these important 
disclosures regarding the use of proceeds and the progress of the 
offering would appear within a

[[Page 30407]]

filing that is more commonly monitored by investors, and would further 
the integrated disclosure scheme.
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    \44\ In 1994 and 1995, 2,103 and 1,635 such filings were made, 
respectively.
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    The Commission proposes to amend Rule 463 to reflect the proposed 
changes. In addition, the Commission proposes to amend the periodic 
reporting forms under the Exchange Act (Forms 10-Q, 10-QSB, 10-K, and 
10-KSB) by adding a disclosure item that would require all of the 
information currently required by Form SR.<SUP>45 Of course, the 
disclosure would continue to be required only of first-time issuers. 
Comment is solicited on whether the disclosure requirement should 
instead be placed in Regulations S-K and S-B, with the periodic 
reporting forms referring to that disclosure item.
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    \45\ The proposed amendments to these forms assume that the 
Commission's rule proposal pertaining to disclosure of Item 701 of 
Regulations S-K and S-B information on a quarterly basis (see n.43 
above) is adopted before these proposed amendments are adopted. As 
currently contemplated, the use of proceeds information would appear 
as a separate item in the periodic report immediately following the 
Item 701 information. If the Item 701 rule proposal is not adopted 
before the amendments proposed today, corresponding changes would be 
made to the item designations within the amended forms.
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    The Commission also proposes to amend Form 20-F, the Exchange Act 
annual report form applicable to foreign private issuers,<SUP>46 to 
require disclosure of the use of proceeds information currently 
contained in Form SR. Foreign private issuers, unlike domestic issuers, 
are not required to file Exchange Act periodic reports on Forms 10-Q or 
10-KSB, but are required to submit to the Commission the periodic 
reports prepared in accordance with home jurisdiction requirements. As 
a result of the Commission's proposal, foreign private issuers would be 
reporting the use of proceeds information on an annual, rather than 
quarterly, basis. Comment is requested as to whether it is appropriate 
to permit foreign private issuers to report use of proceeds information 
on a less frequent basis than domestic issuers. Should Form SR be 
retained for foreign private issuers? If so, should the Form be 
retained for domestic issuers as well? In light of requirements under 
Form 20-F under which most information relating to transactions with 
affiliates is based on home country disclosure requirements, should 
foreign private issuers continue to be required to disclose separately 
the use of proceeds with respect to direct or indirect payments to 
directors, officers or general partners or their associates, to persons 
owning ten percent or more of the issuer's equity securities and other 
affiliates of the issuer or should such requirement be eliminated 
(whether Form SR is retained for foreign private issuers or not)?
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    \46\ ``Foreign private issuer'' is defined in Exchange Act Rule 
3b-4(c) (17 CFR 240.3b-4(c)).
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    Comment is requested as to whether the filing of a separate Form SR 
continues to serve a useful purpose, or whether reliance on Exchange 
Act reporting obligations would protect sufficiently the interests of 
investors. Would the proposal unduly burden the periodic reporting 
responsibilities of issuers by requiring the reporting of use of 
proceeds information on a quarterly basis rather than on a semi-annual 
basis, as is currently the case?
    It is possible that an issuer would have its Exchange Act reporting 
obligation terminate prior to the application of all proceeds from its 
initial public offering. Comment is requested as to the need for 
continued disclosure in this situation.
    The proposed amendments to the Exchange Act periodic reports 
require disclosure of the amount of the issuer's net offering proceeds 
used for any purpose for which at least five percent of the issuer's 
total proceeds or $50,000, whichever is less, has been used. This 
reflects the current Form SR requirement. Comment is solicited as to 
whether the five percent and $50,000 threshold figures, which were set 
in 1971, should be retained or raised to ten percent, or $75,000 or 
$100,000, respectively, to reflect inflation. Irrespective of the 
threshold levels used, should the requirement be the greater of five 
percent or $50,000 (or whatever the threshold figures may be)? In 
addition, comment is solicited as to whether the periodic forms should 
be amended as proposed to include all of the current Form SR 
disclosure, including the information requirement regarding offerings 
that terminate without any sales, or whether any such disclosure 
currently required in Form SR should be eliminated.

C. Form 8-B

    The Commission proposes to eliminate Exchange Act Form 8-B, 
regarding registration of securities of successor issuers, because 
Exchange Act Rule 12g-3 has rendered that Form largely superfluous. 
Form 8-B was adopted in 1936 to provide for registration of securities 
of certain successor issuers under Section 12 of the Exchange 
Act.<SUP>47 An issuer uses Form 8-B to register its securities when the 
issuer has no securities registered under section 12 of the Exchange 
Act, but has succeeded to an issuer that had securities registered 
under section 12 at the time of the succession.
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    \47\ 15 U.S.C. 78l. ``Succession'' is defined in Exchange Act 
Rule 12b-2 (17 CFR 240.12b-2).
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    The Commission received only 59 Form 8-B filings in 1994 and 58 
such filings in 1995. The usefulness of Form 8-B has been limited 
because of the application of Exchange Act Rule 12g-3 to successor 
issuers. In the event of a succession by merger, consolidation, 
exchange of securities, or acquisition of assets, Rule 12g-3 
automatically deems to be registered under section 12 of the Exchange 
Act the equity securities of an issuer not previously registered under 
section 12 that are issued to the holders of equity securities 
registered pursuant to that section. Hence, a successor to an issuer 
with a class of securities registered under section 12 is deemed to 
succeed to that registration and need not file a Form 8-B.
    In order to accommodate the elimination of Form 8-B, the Commission 
proposes to expand Rule 12g-3 to include any transactions or securities 
that are currently covered by Form 8-B, but not current Rule 12g-
3.<SUP>48 Such transactions include the succession of a non-reporting 
issuer to more than one reporting issuer, either through consolidation 
into a new entity or a holding company formation. Currently, such a 
succession would require both existing issuers to deregister their 
securities under the Exchange Act, after which the successor would file 
a Form 8-B. As proposed, when a non-reporting issuer succeeds to the 
registration of more than one reporting issuer and the reporting 
issuers are registered under different paragraphs of section 12, the 
successor issuer would be able to elect the section 12 paragraph under 
which it would be deemed registered by noting this election in the Form 
8-K disclosing the succession. Comment is requested whether this is 
appropriate. Would it be more effective to deem the successor issuer 
registered under section 12(b)?
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    \48\ Consistent with current practice, the successor issuer 
would be required to file a Form 8-K with respect to the transaction 
and subsequently comply with all of the applicable provisions of the 
Exchange Act. See Items 1 and 2 of Form 8-K (17 CFR 249.308).
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    The Commission proposes to amend Rule 12g-3 to clarify that the 
rule applies to issuers with securities registered under section 12(b) 
of the Exchange Act,<SUP>49 as well as to those with securities 
registered under section 12(g).<SUP>50 Accordingly, Rule 12g-3 as 
proposed to be amended would apply to any class of securities, whether 
exchange-listed, required to be registered under section 12(g) of the

[[Page 30408]]

Exchange Act, or voluntarily registered under section 12(g) of the 
Exchange Act.<SUP>51
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    \49\ 15 U.S.C. 78l(b).
    \50\ 15 U.S.C. 78l(g).
    \51\ Section 12(g) of the Exchange Act only requires the 
registration of equity securities. The Commission notes that the 
proposed rule could impose reporting obligations on a limited class 
of issuers not currently subjected by Rule 12g-3 to reporting 
following a succession because the predecessor issuer had a class of 
securities registered under section 12 voluntarily. However, the 
Commission notes that the proposal should not impose any undue 
burdens as a result of this situation, because such an issuer would 
likely be able to terminate the registration under section 12 
immediately following the succession.
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    The Commission also proposes to amend Exchange Act Rule 15d-5, 
which pertains to the automatic assumption of reporting obligations by 
a non-reporting issuer that succeeds to an issuer that has reporting 
obligations under section 15(d) of the Exchange Act.<SUP>52 In 
connection with a succession by merger, consolidation, exchange of 
securities or acquisition of assets, Rule 15d-5 automatically transfers 
the section 15(d) reporting obligations of a predecessor issuer to 
equity securities issued by a non-reporting successor issuer in 
connection with the succession. Consistent with its proposed amendment 
to Rule 12g-3, the Commission proposes to amend Rule 15d-5 so that it 
would cover all securities issued by a non-reporting issuer, not just 
equity securities.
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    \52\ 15 U.S.C. 78o(d).
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    Comment is requested as to whether Form 8-B continues to be useful 
to issuers and investors. Comment is solicited regarding whether there 
are any other situations in which a company currently files a Form 8-B 
that would not be encompassed by proposed Rule 12g-3. Are there any 
additional notification or other benefits to investors if an issuer 
files on Form 8-B in addition to filing its Form 8-K report?

III. Registration Requirements

A. Concurrent Exchange Act/Securities Act Registration

    The Commission proposes to permit a company to register 
concurrently a public offering under the Securities Act and a class of 
securities under the Exchange Act by filing a single form that would 
cover both registrations.
    Under current rules, a reporting company can register a class of 
securities under the Exchange Act on a short form registration 
statement, Form 8-A. Form 8-A requires only a description of the 
registrant's securities pursuant to Item 202 of Regulation S-K <SUP>53 
and the filing of certain exhibits.<SUP>54 Pursuant to staff practice, 
an issuer registering an initial public offering is permitted to use 
Form 8-A even though it is not subject to reporting until after the 
effectiveness of that Securities Act registration statement.
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    \53\ 17 CFR 229.202. The Commission proposes to amend Form 8-A 
to require a parallel description of registrant's securities 
pursuant to Item 202 of Regulation S-B (17 CFR 228.202) for small 
business issuers that use Form 8-A.
    \54\ Form 8-A can incorporate by reference information that is 
contained in other filings made with the Commission.
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    Under the current rules, registrants that are concurrently 
registering a class of securities under the Securities Act and the 
Exchange Act must file two forms, Form 8-A and the appropriate 
Securities Act form. Since the Securities Act form will contain or 
incorporate by reference all of the information called for by Form 8-A, 
the Commission proposes to eliminate the Form 8-A filing requirement 
when there is a Securities Act registration statement.<SUP>55
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    \55\ The $250 filing fee normally payable upon the filing of a 
registration statement under the Exchange Act would not apply to 
securities registered concurrently on a Securities Act form. 
Currently, the Commission is considering a proposal to rescind all 
Exchange Act filing fees. See Release No. 33-7293 (May 16, 1996). If 
the fee proposal is not adopted by the time that the concurrent 
registration rule proposals are adopted, the Commission proposes in 
this release to rescind the $250 filing fee for all Exchange Act 
registrations of securities that are made concurrently with 
Securities Act filings, as well as for all Form 8-A filings.
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    In order to provide for concurrent registration under the 
Securities Act and the Exchange Act, the Commission is proposing to 
amend Forms SB-1, SB-2, S-1/F-1, S-3/F-3, S-4/F-4, and S-11 <SUP>56 and 
Form N-2 for certain closed-end investment companies and business 
development companies.<SUP>57 The respective forms would each be 
modified to include a box on the cover page of the registration 
statement that could be checked to indicate when concurrent Exchange 
Act registration is being made, and to include certain other 
information, such as the title of the class of securities to be 
registered under the Exchange Act. The proposed procedure for 
concurrent registration is intended to facilitate dual Securities Act 
and Exchange Act.
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    \56\ The Task Force recommended the elimination of Forms S-2/F-2 
in its Report. If these Forms have not been eliminated before 
adoption of the concurrent registration proposal, the Commission 
currently intends to modify Forms S-2/F-2 in the same manner.
    \57\ Closed-end investment companies that register their shares 
on an exchange and business development companies are required to 
register their securities under Sections 12(b) and 12(g), 
respectively, of the Exchange Act.
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    In addition to the Securities Act rules applicable to the filing 
and effectiveness of the registration statement, Exchange Act Rule 
12d1-2, which pertains to the effectiveness of the registration 
statement for Exchange Act purposes, would be applicable to the 
concurrent registration statement. Under this proposal, the 
registration of a class of securities under section 12(g) of the 
Exchange Act would become effective at the same time as the 
effectiveness of the registration statement pertaining to such 
securities under the Securities Act. However, the registration under 
section 12(b) of the Exchange Act of a class of securities to be listed 
on a national securities exchange would not become effective until 
after certification had been received by the Commission from the 
national securities exchange, as required by section 12(d) of the 
Exchange Act.<SUP>58
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    \58\ 15 U.S.C. 78l(d). Rule 12d1-2 would be amended to provide 
that the Exchange Act registration would be effective at the same 
time as the Securities Act registration statement, or at the time 
certification has been received by the Commission, whichever is 
later.
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    The Commission does not propose to permit concurrent registration 
for securities registered on ``shelf'' registration statements in which 
the securities will be offered and sold on a delayed basis in reliance 
on Rule 415(a)(1)(x),<SUP>59 since those registration statements 
normally do not include an adequate description of the securities for 
the purposes of Exchange Act registration.<SUP>60 However, concurrent 
Exchange Act registration would be available for a continuous offering 
of securities that is registered on a ``shelf'' registration 
statement.<SUP>61
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    \59\ 17 CFR 230.415(a)(1)(x).
    \60\ Item 1 of Form 8-A requires issuers to provide a 
description of the securities to be registered that satisfies the 
requirements of Item 202 of Form S-K.
    \61\ Rule 415(a)(1)(ix) permits registration of continuous 
offerings that begin promptly after effectiveness of the 
registration statement and may continue for more than 30 days. 
Because a continuous offering must commence promptly, the 
registration statement pertaining to such offerings would contain 
sufficient information to satisfy the requirements of Item 202 of 
Regulation S-K.
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    When concurrent registration is not available, Form 8-A would still 
have to be used. The Commission proposes to streamline the current Form 
8-A procedure by providing automatic effectiveness for all registration 
statements on that Form, just as currently provided for exchange-listed 
debt securities.<SUP>62 There appears to be little justification for 
differentiating between debt and equity securities.

[[Page 30409]]

Since Form 8-A primarily incorporates by reference information found in 
other Commission filings that may be subject to prior staff review, 
staff review of these Form 8-A filings is not needed. Thus, automatic 
effectiveness would simplify the logistics of Exchange Act registration 
without affecting the quality of disclosure available to the public.
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    \62\ If used for section 12(g) registration, the Form 8-A would 
be effective upon filing with the Commission. If used for section 
12(b) registration, the Form 8-A would become effective upon the 
later of filing with the Commission, or the Commission's receipt of 
certification from the national securities exchange.
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    The availability of concurrent registration of securities on a 
Securities Act registration statement and automatic effectiveness of 
the Form 8-A would render superfluous the special procedures for 
registration of debt securities listed on a national securities 
exchange on Form 8-A.<SUP>63 Accordingly, the Commission proposes 
conforming amendments to Form 8-A and to Rule 12d1-2.
---------------------------------------------------------------------------

    \63\ In 1994, the Commission amended its rules to permit a Form 
8-A filed with respect to a class of debt securities to be listed on 
a national securities exchange to become effective simultaneously 
with the effectiveness of the Securities Act registration statement 
pertaining to such debt securities. See Release No. 34-34922 (Nov. 
1, 1994) (59 FR 55342).
---------------------------------------------------------------------------

    Comment is requested as to whether Form 8-A should be retained when 
a registration statement under the Securities Act also is being filed 
with respect to the same class of securities. Should a check box be 
added to Form 8-A instead to indicate the registrant's request for 
concurrent effectiveness? The Commission solicits comment on whether 
issuers would find the concurrent registration procedure useful. Do 
issuers consider the filing of a Form 8-A burdensome? Comment is 
generally requested regarding the procedural mechanisms of the 
concurrent registration system, including timing, requests for 
acceleration and withdrawal. With respect to the concurrent 
registration of securities on one form for Exchange Act and Securities 
Act purposes, comment is solicited as to whether a filing made on the 
Electronic Data Gathering, Analysis and Retrieval (``EDGAR'') system 
should have a tag that identifies the registration statement as one in 
which Exchange Act registration also is contemplated.
    As noted above, the proposals for concurrent registration would not 
apply to delayed offerings of securities registered on ``shelf'' 
registration statements under Rule 415(a)(1)(x). Are there other 
delayed offerings permitted under Rule 415 for which there may not be 
an adequate description of securities? Would the automatically 
effective Form 8-A be a streamlined enough procedure, or should the 
Commission establish a concurrent registration procedure applicable to 
delayed offerings? Comment is solicited as to whether the description 
of the securities to be registered contained in such registration 
statements would, in some cases, satisfy the requirements of Item 202 
of Regulation S-K. If so, should the concurrent registration procedure 
be available? If not, should the concurrent registration procedure be 
permitted if the Item 202 information is incorporated into the Form 8-A 
from the prospectus filed under Rule 424(b)?
    The Commission also requests comment on the desirability of 
providing automatic effectiveness for all securities registered on Form 
8-A. Should issuers have the option of delaying the effectiveness of a 
Form 8-A registration statement? Are there occasions when it would be 
more convenient for issuers to file Form 8-A early and request 
acceleration when needed? Regardless of whether concurrent registration 
or automatic effectiveness is adopted, the Commission also is 
considering eliminating the requirement in Form 8-A that issuers file 
certain exhibits with the copy of the Form 8-A that is filed with each 
national securities exchange on which the securities are to be 
registered.<SUP>64 Comment is solicited as to whether these exhibits 
continue to be useful to the national securities exchanges that receive 
such exhibits or, if not, whether the exhibit requirement should be 
eliminated.
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    \64\ These exhibits include, for example, copies of the last 
annual report filed pursuant to section 13 or 15(d) of the Exchange 
Act, copies of the latest definitive proxy statement filed with the 
Commission, and copies of the issuer's charter and by-laws.
---------------------------------------------------------------------------

B. Registration Requirements for American Depositary Receipts

    The Commission proposes to eliminate the registration requirement 
under section 12(b) of the Exchange Act for American Depositary 
Receipts (``ADRs'') registered on Form F-6 <SUP>65 under the Securities 
Act.
---------------------------------------------------------------------------

    \65\ 17 CFR 239.36.
---------------------------------------------------------------------------

    Under current rules, a foreign issuer whose common stock is traded 
on Nasdaq in the form of ADRs must register the common stock under 
Section 12(g) of the Exchange Act, but is not required to register the 
ADRs. A foreign issuer whose common stock is listed on a national 
securities exchange, however, is required to register both the common 
stock and the ADRs under Section 12(b) of the Exchange Act. There 
appears to be little benefit to investors by applying an Exchange Act 
registration and reporting obligation to the listed ADRs in addition to 
the deposited securities. It is common practice for the Exchange Act 
registration statement and reports of foreign issuers to be used to 
satisfy the requirements for both the deposited securities and the 
listed ADRs. With respect to the issuer's preparation of an Exchange 
Act registration statement, the proposal would eliminate only the 
requirement to list the ADR on the cover page of the registration 
statement. Eliminating the Exchange Act registration and reporting 
obligation with respect to the listed ADRs would not appear to have a 
material impact on the content of disclosure, and would be consistent 
with the existing view of ADRs as a mechanism for investment in the 
underlying foreign securities. In these circumstances, Exchange Act 
registration imposes a regulatory burden that has no apparent benefit 
to investors, since it results in no additional disclosure and creates 
an unwarranted regulatory distinction between Nasdaq-traded ADRs and 
exchange-listed ADRs.
    The Commission proposes to add Rule 12a-8 under the Exchange Act to 
exempt ADRs registered on Form F-6 from the registration requirements 
of section 12(b). The section 12(b) registration requirements, however, 
would continue to apply to the class of securities underlying the ADRs.
    Comment is solicited as to whether the Section 12(b) registration 
requirements for ADRs continue to provide useful disclosure to 
investors. Assuming that the underlying deposited securities continue 
to be subject to section 12(b) registration, are there any concerns 
unique to exchange-traded securities that would warrant continued 
Exchange Act registration of such ADRs? <SUP>66
---------------------------------------------------------------------------

    \66\ If Section 12(b) registration is not rescinded with respect 
to ADRs, the Commission proposes to provide concurrent Exchange Act 
registration for ADRs on Form F-6, the Securities Act registration 
form for ADRs.
---------------------------------------------------------------------------

C. Securities Act Form Eligibility

    The Commission proposes to amend Rule 401(c) under the Securities 
Act to permit an issuer to switch to a shorter Securities Act form at 
the time of filing any amendment if it has become eligible to use the 
shorter form since filing its initial registration statement.
    Currently, under Rule 401 under the Securities Act, the form and 
content of a registration statement and prospectus are determined on 
the initial filing date of such registration statement and prospectus. 
An issuer is not permitted under Rule 401 to reevaluate its status 
until it files a post-effective amendment pursuant to Section 10(a)(3) 
<SUP>67 of the

[[Page 30410]]

Securities Act. As such, even if an issuer meets the eligibility 
criteria to use a shorter form at the time of filing a pre-effective or 
post-effective amendment (other than a Section 10(a)(3) post-effective 
amendment), current rules require it to file the amendment on the 
longer form that applied at the time of its initial registration 
statement.
---------------------------------------------------------------------------

    \67\ 15 U.S.C. 77j(a)(3).
---------------------------------------------------------------------------

    In its Report, the Task Force recommended that an issuer be 
permitted to take advantage of a form if it meets the eligibility 
criteria for that form at the time it files an amendment. The 
Commission proposes to revise Rule 401(c) to permit issuers to 
determine the appropriate form upon filing any amendment, including 
pre-effective and post-effective amendments. This proposal should ease 
filing burdens on issuers without causing any harm to investors. In 
order to assure that the change would not impose new burdens, the rule 
would continue to provide that if an issuer files an amendment other 
than for the purposes of section 10(a)(3), an issuer would not be 
required to use a form that is different from the one used for its last 
section 10(a)(3) amendment, or if none has been filed, its initial 
registration statement.
    The Commission requests comment on whether the proposed change for 
determining the availability of a short form when filing a pre- or 
post-effective amendment is appropriate.

D. Rule 424(d)--Radio and Television Broadcast Prospectuses

    Rules 424(d) and 497(f) currently provide that prospectuses of 
corporate issuers and investment companies, respectively, consisting of 
a radio or television broadcast must be reduced to writing and filed at 
least five days before they are broadcast or otherwise issued to the 
public. Although the Securities Act provides that such prospectuses may 
be treated differently than other prospectuses in certain 
circumstances,<SUP>68 this filing requirement imposes a burden on 
issuers using such prospectuses that does not appear necessary for 
investor protection purposes. Accordingly, the Task Force recommended 
elimination of the requirement of filing five days prior to first 
broadcast. In accordance with this recommendation and in view of the 
increasing use of electronic media in connection with securities 
offerings, it is proposed that Rules 424(d) and 497(f) be amended to 
eliminate the special filing requirements for these 
prospectuses.<SUP>69 While Rules 424(d) and 497(f) would maintain the 
requirement that radio or television broadcast prospectuses be reduced 
to writing, it is proposed that such prospectuses be filed with the 
Commission in accordance with the requirements applicable to other 
types of prospectuses. Pursuant to these amendments, radio and 
television broadcast prospectuses would be filed, in the case of 
corporate issuers, in accordance with the timing specified in Rule 424 
(between two to five days after use depending on the subject matter of 
the prospectus), and, in the case of investment companies, any time 
prior to use in accordance with Rule 497(e).
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    \68\ Under section 10(f) of the Securities Act (15 U.S.C. 
77j(f)), the Commission is granted the authority to require radio 
and television broadcast prospectuses to be filed along with other 
forms of prospectuses used in connection with the sale of the 
registered securities.
    \69\ Such an approach would be consistent with the positions set 
forth in Securities Act Release No. 33-7233 (October 6, 1995) 
concerning the use of electronic media for delivery purposes.
---------------------------------------------------------------------------

    Comment is solicited as to whether the current five day pre-
broadcast filing requirement should be retained or if a shorter period 
would be more appropriate.
    Comment is solicited as to whether a pre-broadcast filing 
requirement should be retained for corporate issuers. Comment is 
solicited as to whether all radio and television prospectuses would fit 
within one of the other existing categories in Rule 424, and if not, is 
there a need for a separate filing rule for these prospectuses under 
Rule 424? Comment is requested as to whether there should be a uniform 
filing requirement for all issuers for these types of prospectuses.

E. Exhibits

    The Commission proposes to permit automatic effectiveness of a 
post-effective amendment filed solely to add an exhibit. Following 
effectiveness, issuers may update their registration statements to 
include new consents, opinions or other exhibits. Under current rules, 
registrants eligible to use Forms S-3/F-3 may file updated exhibits 
post-effectively on Form 8-K. The exhibit is then automatically 
incorporated by reference into its prospectus. By contrast, registrants 
that are not eligible to use Form S-3/F-3 can accomplish the filing of 
updated exhibits only by way of post-effective amendments, which are 
subject to possible staff review. Even if such amendments are not 
selected for review, there may be a delay between the time the 
amendments are filed and when they are declared effective.
    In order to facilitate the filing of updated exhibits by non-S-3/F-
3 registrants and eliminate delays, the Commission proposes to add new 
Rule 462(d) to permit any post-effective amendments filed solely to add 
exhibits, either generally or in reference to particular exhibits, to 
become effective automatically upon filing. A check box and a new EDGAR 
form type would be added to Forms SB-1, SB-2, S-1/F-1, S-4/F-4, and S-
11 <SUP>70 to permit such automatic effectiveness.
---------------------------------------------------------------------------

    \70\ As noted above, the Task Force recommended that Forms S-2/
F-2 be eliminated. If these Forms have not been eliminated before 
adoption of the automatic effectiveness proposal, the Commission 
currently intends to adopt corresponding changes to them.
---------------------------------------------------------------------------

    The proposed rule is not intended to affect an issuer's disclosure 
obligations. It would not be available for the filing of exhibits that 
would trigger the filing of a post-effective amendment to update the 
prospectus. In addition, the proposed rule would not provide automatic 
effectiveness to post-effective amendments that include an exhibit that 
otherwise should have been filed pre-effectively. Accordingly, in these 
situations, the issuer would not be permitted to check the box for 
automatic effectiveness.
    Comment is requested as to whether the current availability of 
staff review of post-effective amendments filed solely to add an 
exhibit continues to be useful to investors and issuers. The Commission 
also requests comment on whether it would be useful to extend automatic 
effectiveness of post-effective amendments to Forms S-3/F-3.

IV. General Request for Comment

    Any interested persons wishing to submit comment on any of the 
proposals set forth in this release are invited to do so by submitting 
them in triplicate to Jonathan G. Katz, Secretary, U.S. Securities and 
Exchange Commission, 450 Fifth Street, NW., Washington, DC 20549. 
Comments also may be submitted electronically at the following E-mail 
address: <a href="/cdn-cgi/l/email-protection#f486819891d9979b9999919a8087b4879197da939b82"><span class="__cf_email__" data-cfemail="1f6d6a737a327c7072727a716b6c5f6c7a7c31787069">[email protected]</span></a>. All comment letters should refer to 
File Number S7-15-96. This file number should be included on the 
subject line if E-mail is used. Comment is specifically requested as to 
whether any of the rules or forms that have been proposed to be 
eliminated provide disclosure that is material to investors, issuers or 
other market participants, the states or any other entity. Comment also 
is requested on any competitive burdens that might result from the 
adoption of any of the proposals. All comments will be considered by 
the Commission in complying with its responsibility under

[[Page 30411]]

Section 23(a) of the Exchange Act.<SUP>71 Comments received will be 
available for public inspection and copying in the Commission's public 
reference room, 450 Fifth Street, NW, Washington, DC 20549. 
Electronically submitted comment letters will be posted on the 
Commission's Internet web site (http://www.sec.gov).
---------------------------------------------------------------------------

    \71\ 15 U.S.C. 78w(a).
---------------------------------------------------------------------------

V. Cost-Benefit Analysis

    Commenters are requested to provide their views and data relating 
to any costs and benefits associated with these proposals to aid the 
Commission in its evaluation of the costs and benefits that may result 
from the changes proposed in this release. It is anticipated that these 
proposals will benefit those with filing obligations by simplifying or 
clarifying current rules and by eliminating rules and forms that are 
outdated or rarely used for other reasons. No detrimental effects to 
investors are expected. It is not believed that the changes outlined in 
this release will affect significantly the overall costs and burdens 
associated with filing requirements generally. If these proposals 
contain anything that could increase the burdens on issuers, the 
Commission believes such burdens will be outweighed by the benefits to 
investors and the increase in convenience to issuers.

VI. Summary of Initial Regulatory Flexibility Analysis

    An initial regulatory flexibility analysis has been prepared in 
accordance with 5 U.S.C. 603 concerning the proposed amendments. The 
analysis notes that the amendments would eliminate certain forms and 
one rule, add one rule, and revise other rules to change or modernize 
them.
    As discussed more fully in the analysis, the proposals would affect 
persons that are small entities, as defined by the Commission's rules. 
It is not expected that materially increased reporting, recordkeeping 
and compliance burdens would result from the changes. The analysis also 
indicates that there are no current federal rules that duplicate, 
overlap or conflict with the rules and forms to be amended.
    As stated in the analysis, several possible significant 
alternatives to the proposals were considered, including, among others, 
establishing different compliance or reporting requirements for small 
entities or exempting them from all or part of the proposed 
requirements. As discussed more fully in the analysis, the nature of 
these amendments do not lend themselves to separate treatment, nor 
would they impose additional burdens on small business issuers.
    Written comments are encouraged with respect to any aspect of the 
analysis. Such comments will be considered in the preparation of the 
Final Regulatory Flexibility Analysis if the proposed amendments are 
adopted. A copy of the analysis may be obtained by contacting Felicia 
H. Kung, Division of Corporation Finance, Securities and Exchange 
Commission, 450 Fifth Street NW., Washington, DC 20549.

VII. Paperwork Reduction Act

    Certain provisions of Regulation C, the section 12(b) and section 
12(g) registration requirements of the Exchange Act, and the section 
13(a) and 15(d) periodic reporting obligations of the Exchange Act 
contain ``collection of information'' requirements within the meaning 
of the Paperwork Reduction Act of 1995 (the ``Act'') (44 U.S.C. 3501 et 
seq.). The Commission has submitted its proposed revisions to the 
information collections required by these provisions to the Office of 
Management and Budget (``OMB'') for review in accordance with 44 U.S.C. 
3507(a) and 5 CFR 1320.11. The titles of the affected information 
collections are ``Form 20-F,'' ``Form 10-Q,'' ``Form 10-QSB, ``Form 10-
K,'' ``Form 10-KSB,'' and ``Form 8-A.''
    Under Rule 463 of Regulation C, issuers must report the use of 
proceeds following an initial public offering on Form SR. Form SR must 
be filed within ten days of the first three months following the 
effective date of the registration statement, and every six months 
thereafter until the offering has been terminated or all proceeds have 
been applied. The Commission's proposal to eliminate Form SR and to 
require first-time issuers to report information currently contained in 
Form SR on their periodic Exchange Act reports would reduce the number 
of forms filed by issuers, but may marginally increase their reporting 
or recordkeeping burden by increasing the frequency with which issuers 
report use of proceeds information. It is estimated for purposes of the 
Paperwork Reduction Act that approximately 28,950 Form 10-Qs and 10,150 
Form 10-Ks are filed each year, and that approximately 1,470 Form 10-Qs 
and 490 Form 10-Ks would include the proposed disclosure item. It also 
is estimated that approximately 6,000 Form 10-QSBs and 2,075 Form 10-
KSBs are filed each year, and that approximately 795 Form 10-QSBs and 
265 Form 10-KSBs <SUP>72 would include the proposed disclosure item. In 
addition, it is estimated that approximately 545 Form 20-Fs are filed 
each year, and that approximately 100 Form 20-Fs would include the 
proposed disclosure item. The burden for each Form 10-Q, 10-QSB, Form 
10-K, Form 10-KSB and Form 20-F that includes the proposed item 
disclosure would be increased by an estimated burden of 5.5 hours for a 
total increase of annual burden of 17,160 hours with respect to all 
five forms.<SUP>73 If the proposals were adopted: (i) an estimated 
1,470 respondents would file Form 10-Q each year with the proposed 
disclosure item at an estimated burden of 5.5 hours per filing for an 
estimated total annual burden of 8,085 hours; (ii) an estimated 795 
respondents would file Form 10-QSB each year with the proposed 
disclosure item at an estimated burden of 5.5 hours per filing for an 
estimated total annual burden of 4,372.5 hours; (iii) an estimated 490 
respondents would file Form 10-K each year with the proposed disclosure 
item at an estimated burden of 5.5 hours per filing for an estimated 
total annual burden of 2,695 hours; (iv) an estimated 265 respondents 
would file Form 10-KSB each year with the proposed disclosure item at 
an estimated burden of 5.5 hours per filing for an estimated total 
annual burden of 1,457.5 hours and (v) an estimated 100 respondents 
would file Form 20-F each year with the proposed disclosure item at an 
estimated burden of 5.5 hours per filing for an estimated total annual 
burden of 550 hours.
---------------------------------------------------------------------------

    \72\ These estimates are based on the number of small business 
issuers with initial public offerings in fiscal year 1995 and assume 
that there are no increases each year.
    \73\ Total annual burden hours are determined by multiplying the 
estimated average burden hours for completing the particular item by 
the estimated number of responses that would include that item.
---------------------------------------------------------------------------

    Form 8-A, the short-form Exchange Act registration statement, is 
used by a reporting company and by a company registering an initial 
public offering. The Commission's proposal to permit Exchange Act 
registration of a class of securities concurrent with the Securities 
Act registration of such securities by requiring registrants to check a 
box on the cover page of the Securities Act registration statement 
should eliminate the need for the Form 8-A registration statement in 
many instances. At the present, approximately 1,940 Form8-As are filed 
each year for a total annual burden of 14,550 hours. As a result of the 
Commission's proposal, it is estimated that approximately 1,164 fewer 
Form 8-As would be filed, for an estimated reduction in total burden

[[Page 30412]]

hours of 8,730 hours. Therefore, if the proposals were adopted, an 
estimated 776 respondents would file Form 8-A at an estimated burden of 
7.5 hours per filing for an estimated total annual burden of 5,820 
hours.
    The Commission also proposes to eliminate the federal filing 
requirement for Form D, and to eliminate Form SR and Form 8-B.
    Responses to the described information collections are mandatory. 
Unless a currently valid OMB control number is displayed, an agency may 
not sponsor, conduct or require response to an information collection.
    In accordance with 44 U.S.C. 3506(c)(2)(B), the Commission solicits 
comments on the following: whether the proposed change in the 
collection of information is necessary for the proper performance of 
the functions of the agency, including whether the information shall 
have practical utility; on the accuracy of the Commission's estimate of 
the burden of the proposed changes to the collection of information; on 
the quality, utility and clarity of the information to be collected; 
and whether the burden of collection of information on those who are to 
respond, including through the use of automated collection techniques 
or other forms of information technology, may be minimized.
    Persons desiring to submit comments on the collection of 
information requirements should direct them to the Office of Management 
and Budget, Attention: Desk Officer for the Securities and Exchange 
Commission, Office of Information and Regulatory Affairs, Washington, 
DC 20503, with reference to File No. S7-15-96. The Office of Management 
and Budget is required to make a decision concerning the collection of 
information between 30 and 60 days after publication, so a comment to 
OMB is best assured of having its full effect if OMB receives it within 
30 days of publication.

VIII. Statutory Basis for the Proposals

    The foregoing amendments are proposed pursuant to sections 6, 7, 8, 
10 and 19(a) of the Securities Act, sections 3, 12, 13, 15, 23 and 35A 
of the Exchange Act, and sections 8, 24, 38 and 54 of the Investment 
Company Act of 1940.

List of Subjects

17 CFR Parts 230, 239, 240 and 249

    Reporting and recordkeeping requirements, Securities.

17 CFR Part 274

    Investment companies, Reporting and recordkeeping requirements, 
Securities.

Text of the Proposals

    In accordance with the foregoing, Title 17, Chapter II of the Code 
of Federal Regulations is proposed to be amended as follows:

PART 230--GENERAL RULES AND REGULATIONS, SECURITIES ACT OF 1933

    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, 
78(d), 78l, 78m, 78n, 78o, 78w, 78ll(d), 79t, 80a-8, 80a-29, 80a-30, 
and 80a-37, unless otherwise noted.
* * * * *
    2. By amending Sec. 230.401 by revising paragraph (c) to read as 
follows:


Sec. 230.401   Requirements as to proper form.

* * * * *
    (c) The form and contents of any amendment to a registration 
statement and prospectus, other than an amendment described in 
paragraph (b) of this section, shall conform to the applicable rules 
and forms as in effect on the filing date of such amendment, or, at the 
option of the filer, the filing date of the most recent amendment 
described in paragraph (b) of this section or, if no such amendment has 
been filed, the initial filing date of the registration statement and 
prospectus.
* * * * *


Sec. 230.424   [Amended]

    3. By amending Sec. 230.424 in paragraph (d) by removing the phrase 
``at least five days before it is broadcast or otherwise issued to the 
public'' in the second sentence and in its place adding ``in accordance 
with the requirements of this Section''.
    4. By amending Sec. 230.462 by adding paragraph (d) to read as 
follows:


Sec. 230.462   Immediate effectiveness of certain registration 
statements and post-effective amendments.

* * * * *
    (d) A post-effective amendment filed solely to add exhibits to a 
registration statement shall become effective upon filing with the 
Commission.
    5. By amending Sec. 230.463 by revising paragraphs (a) and (b) to 
read as follows:


Sec. 230.463   Report of offering of securities and use of proceeds 
therefrom.

    (a) Except as hereinafter provided in this section, following the 
effective date of the first registration statement filed under the Act 
by an issuer, the issuer or successor issuer shall report the use of 
proceeds on its first periodic report filed pursuant to Sections 13(a) 
and 15(d) (15 U.S.C. 78m(a) and 78o(d)) of the Securities Exchange Act 
of 1934 after effectiveness, and thereafter on each of its subsequent 
periodic reports filed pursuant to Sections 13(a) and 15(d) of the 
Securities Exchange Act of 1934 through the later of the application of 
the offering proceeds, or the termination of the offering.
    (b) A successor issuer shall comply with paragraph (a) of this 
section only to the extent that a report of the use of proceeds is 
required with respect to the first effective registration statement of 
the predecessor issuer.
* * * * *


Sec. 230.497   [Amended]

    6. By amending Sec. 230.497 in paragraph (f) by removing the phrase 
``at least 5 days before it is broadcast or otherwise issued to the 
public'' in the second sentence and in its place adding ``in accordance 
with the requirements of this Section''.
    7. By revising Sec. 230.503 to read as follows:


Sec. 230.503   Notice of sales.

    An issuer offering or selling securities in reliance on 
Sec. 230.504, Sec. 230.505 or Sec. 230.506 shall prepare a notice on 
Form D (17 CFR 239.500) promptly after the first sale of securities. 
The issuer shall retain the notice until three years after the date of 
the first sale of securities. Upon request, the issuer shall furnish to 
the Commission or its staff a copy of the Form D notice.


Sec. 230.507   [Removed and reserved]

    8. By removing and reserving Sec. 230.507.

PART 239--FORMS PRESCRIBED UNDER THE SECURITIES ACT OF 1933

    9. 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.
* * * * *
    10. By amending Sec. 239.9 by designating the current text as 
paragraph (a), and adding paragraphs (b) and (c) to read as follows:


Sec. 239.9   Form SB-1, optional form for the registration of 
securities to be sold to the public by certain small business issuers.

* * * * *
    (b) Subject to paragraph (c) of this section, this form may be used 
for concurrent registration pursuant to section 12 (b) or (g) (15 
U.S.C. 78l (b) or (g)) of the Securities Exchange Act of 1934 
(``Exchange Act'') of any class of securities being registered on this 
form under the Securities Act of 1933.

[[Page 30413]]

    (c) If the registrant would be required to file an annual report 
pursuant to section 15(d) (15 U.S.C. 78o(d)) of the Exchange Act for 
its last fiscal year, except for the fact that the Exchange Act 
registration on this form will become effective before such report is 
required to be filed, an annual report for such fiscal year shall 
nevertheless be filed within the period specified in the appropriate 
annual report form.
    11. By amending Form SB-1 (referenced in Sec. 239.9) by revising 
the title to the form and the facing page, by adding General 
Instruction I, by revising the signature requirements in Part II (not 
including the Instructions thereto), and by adding paragraph (3) to the 
Instructions to ``Signatures'' to read as follows:

    Note: The text of Form SB-1 does not, and the amendments thereto 
will not, appear in the Code of Federal Regulations.

Form SB-1

U.S. Securities and Exchange Commission Washington, D.C. 20549

Form SB-1

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 AND SECTION 
12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No.________)

----------------------------------------------------------------------
(Name of small business issuer in its charter)

----------------------------------------------------------------------
(State or jurisdiction of incorporation or organization)

----------------------------------------------------------------------
(Primary Standard Industrial Classification Code Number)

----------------------------------------------------------------------
(I.R.S. Employer Identification No.)

----------------------------------------------------------------------
Address and telephone number of principal executive offices)

----------------------------------------------------------------------
(Address of principal place of business or intended principal place 
of business)

----------------------------------------------------------------------
(Name, address, and telephone number of agent for service)

    Approximate date of commencement of proposed sale to the public 
________
    If this Form is filed to register additional securities for an 
offering pursuant to Rule 462(b) under the Securities Act, please 
check the following box and list the Securities Act registration 
statement number of the earlier effective registration statement for 
the same offering. [  ]
    If this Form is a post-effective amendment filed pursuant to 
Rule 462(c) under the Securities Act, check the following box and 
list the Securities Act registration statement number of the earlier 
effective registration statement for the same offering. [  ]
    If this Form is a post-effective amendment filed pursuant to 
Rule 462(d) under the Securities Act, check the following box and 
list the Securities Act registration statement number of the earlier 
effective registration statement for the same offering. [  ]
    If delivery of the prospectus is expected to be made pursuant to 
Rule 434, please check the following box. [  ]
    If any class of securities is to be concurrently registered on 
this Form pursuant to Section 12(b) of the Securities Exchange Act 
of 1934 pursuant to General Instruction I, please check the 
following box. [  ]
    Securities to be registered pursuant to Section 12(b) of the 
Securities Exchange Act of 1934:

Title of each class to be so registered

----------------------------------------------------------------------

----------------------------------------------------------------------

Name of each exchange on which each class is to be registered

----------------------------------------------------------------------

----------------------------------------------------------------------

    If any class of securities is to be concurrently registered on 
this Form pursuant to Section 12(g) of the Securities Exchange Act 
of 1934 pursuant to General Instruction I, please check the 
following box. [  ]

----------------------------------------------------------------------
(title of class)

----------------------------------------------------------------------
(title of class)


                                         Calulation of Registration Fee                                         
----------------------------------------------------------------------------------------------------------------
                                                       Proposed maximum    Proposed maximum                     
     Title of each class of          Amount to be     offering price per  aggregate offering       Amount of    
   securities to be registered        registered             unit                price         registration fee 
----------------------------------------------------------------------------------------------------------------
                                                                                                                
----------------------------------------------------------------------------------------------------------------

     Note: If the filing fee is calculated pursuant to Rule 457(o) 
under the Securities Act, only the title of the class of securities 
to be registered, the proposed maximum aggregate offering price for 
that class of securities and the amount of registration fee need to 
appear in the Calculation of Registration Fee table. Any difference 
between the dollar amount of securities registered for such 
offerings and the dollar amount of securities sold may be carried 
forward on a future registration statement pursuant to Rule 429 
under the Securities Act.
    The following delaying amendment is optional, but see Rule 473 
before omitting it. The registrant hereby amends this registration 
statement on such date or dates as may be necessary to delay its 
effective date until the registrant shall file a further amendment 
which specifically states that this registration statement shall 
thereafter become effective in accordance with Section 8(a) of the 
Securities Act of 1933 or until the registration statement shall 
become effective on such date as the Commission, acting pursuant to 
said Section 8(a), may determine.
    Disclosure alternative used: Alternative 1 ________ Alternative 
2 ________

General Instructions

* * * * *

I. Registration Under the Securities Exchange Act of 1934

    1. Subject to General Instruction I.2., this form may be used 
for concurrent registration pursuant to section 12 (b) or (g) of the 
Securities Exchange Act of 1934 (``Exchange Act'') of any class of 
securities listed under ``Title of each class of securities to be 
registered'' on the cover page of this registration statement.
    2. If the registrant would be required to file an annual report 
pursuant to section 15(d) of the Exchange Act for its last fiscal 
year, except for the fact that the Exchange Act registration on this 
form will become effective before such report is required to be 
filed, an annual report for such fiscal year shall nevertheless be 
filed within the period specified in the appropriate annual report 
form.
    3. If a class of securities is concurrently being registered 
under the Exchange Act, the provisions of Rule 12d1-2 of the 
Exchange Act apply with respect to the effectiveness of the 
registration statement for Exchange Act purposes.
    4. At least one complete, signed copy of the registration 
statement shall be filed with each exchange on which the securities 
are to be registered.
* * * * *

Part II-- Information Not Required in Prospectus

* * * * *

Signatures

    In accordance with the requirements of the Securities Act of 
1933 [and Section 12 of the Securities Exchange Act of 1934], the 
registrant certifies that it has reasonable grounds to believe that 
it meets all of the requirements for filing on Form SB-1 and has 
duly caused this registration statement to be signed on its behalf 
by the undersigned, thereunto duly authorized, in the City of 
____________________, State of ____________________, on __________, 
19____.

(Registrant)----------------------------------------------------------
By (Signature and Title)----------------------------------------------
    In accordance with the requirements of the Securities Act of 
1933, this registration statement has been signed by the following 
persons in the capacities and on the dates indicated.


[[Page 30414]]


(Signature)-----------------------------------------------------------

(Title)---------------------------------------------------------------

(Date)----------------------------------------------------------------

Instructions

* * * * *
    (3) If a class of securities is being registered concurrently 
under the Exchange Act, the registrant should sign the registration 
statement in accordance with the requirements of both the Securities 
Act and Section 12 of the Exchange Act.
* * * * *
    By amending Sec. 239.10 by designating the current text as 
paragraph (a), and adding paragraphs (b) and (c) to read as follows:


Sec. 239.10  Form SB-2, optional form for the registration of 
securities to be sold to the public by small business issuers.

* * * * *
    (b) Subject to paragraph (c) of this section, this form may be used 
for concurrent registration pursuant to section 12 (b) or (g) (15 
U.S.C. 78l (b) or (g)) of the Securities Exchange Act of 1934 
(``Exchange Act'') of any class of securities being registered on this 
form under the Securities Act of 1933.
    (c) If the registrant would be required to file an annual report 
pursuant to section 15(d) (15 U.S.C. 78o(d)) of the Exchange Act for 
its last fiscal year, except for the fact that the Exchange Act 
registration on this form will become effective before such report is 
required to be filed, an annual report for such fiscal year shall 
nevertheless be filed within the period specified in the appropriate 
annual report form.
    13 By amending Form SB-2 (referenced in Sec. 239.10) by revising 
the title to the form and the facing page, by adding General 
Instruction D, by revising the signature requirements in Part II (not 
including the Instructions thereto), and by adding paragraph (3) to the 
Instructions to ``Signatures'' to read as follows:

    Note: The text of Form SB-2 does not, and the amendments thereto 
will not, appear in the Code of Federal Regulations.

Form SB-2

U.S. Securities and Exchange Commission Washington, DC 20549

Form SB-2

Registration Statement Under the Securities Act of 1933 and Section 12 
(b) or (g) of the Securities Exchange Act of 1934

(Amendment No.________________)

----------------------------------------------------------------------
(Name of small business issuer in its charter)

----------------------------------------------------------------------

(State or jurisdiction of incorporation or organization)
----------------------------------------------------------------------
(Primary Standard Industrial Classification Code Number)

----------------------------------------------------------------------
I.R.S. Employer Identification No.)

----------------------------------------------------------------------
(Address and telephone number of principal executive offices)

----------------------------------------------------------------------
(Address of principal place of business or intended principal place 
of business)

----------------------------------------------------------------------
(Name, address, and telephone number of agent for service)
    Approximate date of commencement of proposed sale to the public 
____________________
    If this Form is filed to register additional securities for an 
offering pursuant to Rule 462(b) under the Securities Act, please 
check the following box and list the Securities Act registration 
statement number of the earlier effective registration statement for 
the same offering. [  ]
    If this Form is a post-effective amendment filed pursuant to 
Rule 462(c) under the Securities Act, check the following box and 
list the Securities Act registration statement number of the earlier 
effective registration statement for the same offering. [  ]
    If this Form is a post-effective amendment filed pursuant to 
Rule 462(d) under the Securities Act, check the following box and 
list the Securities Act registration statement number of the earlier 
effective registration statement for the same offering. [  ]
    If delivery of the prospectus is expected to be made pursuant to 
Rule 434, please check the following box. [  ]
    If any class of securities is to be concurrently registered on 
this Form pursuant to Section 12(b) of the Securities Exchange Act 
of 1934 pursuant to General Instruction D, please check the 
following box. [  ]
    Securities to be registered pursuant to Section 12(b) of the 
Securities Exchange Act of 1934:

Title of each class to be so registered

----------------------------------------------------------------------

----------------------------------------------------------------------

Name of each exchange on which each class is to be registered

----------------------------------------------------------------------

----------------------------------------------------------------------

    If any class of securities is to be concurrently registered on 
this Form pursuant to Section 12(g) of the Securities Exchange Act 
of 1934 pursuant to General Instruction D, please check the 
following box. [  ]

----------------------------------------------------------------------
(Title of class)

----------------------------------------------------------------------
(Title of class)

                                         Calculation of Registration Fee                                        
----------------------------------------------------------------------------------------------------------------
                                                       Proposed maximum    Proposed maximum                     
     Title of each class of          Amount to be     offering price per  aggregate offering       Amount of    
   securities to be registered        registered             unit                price         registration fee 
----------------------------------------------------------------------------------------------------------------
                                                                                                                
                                                                                                                
                                                                                                                
                                                                                                                
                                                                                                                
                                                                                                                
----------------------------------------------------------------------------------------------------------------

    Note: If the filing fee is calculated pursuant to Rule 457(o) 
under the Securities Act, only the title of the class of securities 
to be registered, the proposed maximum aggregate offering price for 
that class of securities and the amount of registration fee need to 
appear in the Calculation of Registration Fee table. Any difference 
between the dollar amount of securities registered for such 
offerings and the dollar amount of securities sold may be carried 
forward on a future registration statement pursuant to Rule 429 
under the Securities Act.
    The following delaying amendment is optional, but see Rule 473 
before omitting it. The registrant hereby amends this registration 
statement on such date or dates as may be necessary to delay its 
effective date until the registrant shall file a further amendment 
which specifically states that this registration statement shall 
thereafter become effective in accordance with Section 8(a) of the 
Securities Act of 1933 or until the registration statement shall 
become effective on such date as the Commission, acting pursuant to 
said Section 8(a), may determine.
    Disclosure alternative used: Alternative 1 ____________ 
Alternative 2 ____________.

General Instructions

* * * * *

D. Registration Under the Securities Exchange Act of 1934

    1. Subject to General Instruction D.2., this form may be used 
for concurrent registration pursuant to section 12 (b) or (g) of the 
Securities Exchange Act of 1934 (``Exchange Act'') of any class of 
securities listed under ``Title of each class of securities to be

[[Page 30415]]

registered'' on the cover page of this registration statement.
    2. If the registrant would be required to file an annual report 
pursuant to section 15(d) of the Exchange Act for its last fiscal 
year, except for the fact that the Exchange Act registration on this 
form will become effective before such report is required to be 
filed, an annual report for such fiscal year shall nevertheless be 
filed within the period specified in the appropriate annual report 
form.
    3. If a class of securities is concurrently being registered 
under the Exchange Act, the provisions of Rule 12d1-2 of the 
Exchange Act apply with respect to the effectiveness of the 
registration statement for Exchange Act purposes.
    4. At least one complete, signed copy of the registration 
statement shall be filed with each exchange on which the securities 
are to be registered.
* * * * *

Part II--Information Not Required In Prospectus

* * * * *

Signatures

    In accordance with the requirements of the Securities Act of 
1933 [and Section 12 of the Securities Exchange Act of 1934], the 
registrant certifies that it has reasonable grounds to believe that 
it meets all of the requirements for filing on Form SB-2 and has 
duly caused this registration statement to be signed on its behalf 
by the undersigned, thereunto duly authorized, in the City 
of____________________, State of ____________________, on 
__________, 19____.

(Registrant)----------------------------------------------------------
By (Signature and Title)----------------------------------------------
    In accordance with the requirements of the Securities Act of 
1933, this registration statement has been signed by the following 
persons in the capacities and on the dates indicated.

(Signature)-----------------------------------------------------------

(Title)---------------------------------------------------------------

(Date)----------------------------------------------------------------

Instructions

* * * * *
    (3) If a class of securities is being registered concurrently 
under the Exchange Act, the registrant should sign the registration 
statement in accordance with the requirements of both the Securities 
Act and Section 12 of the Exchange Act.
* * * * *
    14. By amending Sec. 239.11 by revising the section heading, 
designating the current paragraph as paragraph (a), and adding 
paragraphs (b) and (c) to read as follows:


Sec. 239.11  Form S-1, registration statement under the Securities Act 
of 1933 and section 12(b) or (g) of the Securities Exchange Act of 
1934.

* * * * *
    (b) Subject to paragraph (c) of this section, this form may be used 
for concurrent registration pursuant to section 12 (b) or (g) (15 
U.S.C. 78l (b) or (g)) of the Securities Exchange Act of 1934 
(``Exchange Act'') of any class of securities being registered on this 
form under the Securities Act of 1933.
    (c) If the registrant would be required to file an annual report 
pursuant to section 15(d) (15 U.S.C. 78o(d)) of the Exchange Act for 
its last fiscal year, except for the fact that the Exchange Act 
registration on this form will become effective before such report is 
required to be filed, an annual report for such fiscal year shall 
nevertheless be filed within the period specified in the appropriate 
annual report form.
    15. By amending Form S-1 (referenced in Sec. 239.11) by revising 
the title to the form and the facing page, by adding General 
Instruction VI, by revising the signature requirements in Part II (not 
including the Instructions thereto), and by adding paragraph 3. to the 
Instructions to ``Signatures'' to read as follows:

Note: The text of Form S-1 does not, and the amendments thereto will 
not, appear in the Code of Federal Regulations.

Form S-1

Securities and Exchange Commission, Washington, D.C. 20549

Form S-1

Registration Statement Under the Securities Act of 1933 and Section 12 
(b) or (g) of the Securities Exchange Act of 1934

----------------------------------------------------------------------
(Exact name of registrant as specified in its charter)

----------------------------------------------------------------------
(State or other jurisdiction of incorporation or organization)

----------------------------------------------------------------------
(Primary Standard Industrial Classification Code Number)

----------------------------------------------------------------------
(I.R.S. Employer Identification No.)

----------------------------------------------------------------------
(Address, including zip code, and telephone number, including area 
code, of registrant's principal executive offices)

----------------------------------------------------------------------
(Name, address, including zip code, and telephone number, including 
area code, of agent for service)
    Approximate date of commencement of proposed sale to the 
public____________________.
    If any of the securities being registered on this Form are to be 
offered on a delayed or continuous basis pursuant to Rule 415 under 
the Securities Act of 1933, check the following box. [  ]
    If this Form is filed to register additional securities for an 
offering pursuant to Rule 462(b) under the Securities Act, please 
check the following box and list the Securities Act registration 
statement number of the earlier effective registration statement for 
the same offering. [  ]
    If this Form is a post-effective amendment filed pursuant to 
Rule 462(c) under the Securities Act, check the following box and 
list the Securities Act registration statement number of the earlier 
effective registration statement for the same offering. [  ]
    If this Form is a post-effective amendment filed pursuant to 
Rule 462(d) under the Securities Act, please check the following box 
and list the Securities Act registration statement number of the 
earlier effective registration statement for the same offering. [  ]
    If delivery of the prospectus is expected to be made pursuant to 
Rule 434, please check the following box. [  ]
    If any class of securities is to be concurrently registered on 
this Form pursuant to Section 12(b) of the Securities Exchange Act 
of 1934 pursuant to General Instruction VI, please check the 
following box. [  ]
    Securities to be registered pursuant to Section 12(b) of the 
Securities Exchange Act of 1934:

Title of each class to be so registered

----------------------------------------------------------------------

----------------------------------------------------------------------

Name of each exchange on which each class is to be registered

----------------------------------------------------------------------

----------------------------------------------------------------------

    If any class of securities is to be concurrently registered on 
this Form pursuant to Section 12(g) of the Securities Exchange Act 
of 1934 pursuant to General Instruction VI, please check the 
following box. [  ]
    Securities to be registered pursuant to Section 12(g) of the 
Securities Exchange Act of 1934:

----------------------------------------------------------------------
(Title of class)

----------------------------------------------------------------------
(Title of class)

                                         Calculation of Registration Fee                                        
----------------------------------------------------------------------------------------------------------------
                                                       Proposed maximum    Proposed maximum                     
     Title of each class of          Amount to be     offering price per  aggregate offering       Amount of    
   securities to be registered        registered             unit                price         registration fee 
----------------------------------------------------------------------------------------------------------------
                                                                                                                
                                                                                                                
                                                                                                                

[[Page 30416]]

                                                                                                                
                                                                                                                
                                                                                                                
                                                                                                                
----------------------------------------------------------------------------------------------------------------


    Note: Specific details relating to the fee calculation shall be 
furnished in notes to the table, including references to provisions 
of Rule 457 (Sec. 230.457 of this chapter) relied upon, if the basis 
of the calculation is not otherwise evident from the information 
presented in the table. If the filing fee is calculated pursuant to 
Rule 457(o) under the Securities Act, only the title of the class of 
securities to be registered, the proposed maximum aggregate offering 
price for that class of securities and the amount of registration 
fee need to appear in the Calculation of Registration Fee table. Any 
difference between the dollar amount of securities registered for 
such offerings and the dollar amount of securities sold may be 
carried forward on a future registration statement pursuant to Rule 
429 under the Securities Act.

General Instructions

* * * * *

VI. Registration Under the Securities Exchange Act of 1934

    A. Subject to General Instruction VI.B., this form may be used 
for concurrent registration pursuant to section 12 (b) or (g) of the 
Securities Exchange Act of 1934 (``Exchange Act'') of any class of 
securities listed under ``Title of each class of securities to be 
registered'' on the cover page of this registration statement.
    B. If the registrant would be required to file an annual report 
pursuant to section 15(d) of the Exchange Act for its last fiscal 
year, except for the fact that the Exchange Act registration on this 
form will become effective before such report is required to be 
filed, an annual report for such fiscal year shall nevertheless be 
filed within the period specified in the appropriate annual report 
form.
    C. If a class of securities is concurrently being registered 
under the Exchange Act, the provisions of Rule 12d1-2 of the 
Exchange Act apply with respect to the effectiveness of the 
registration statement for Exchange Act purposes.
    D. At least one complete, signed copy of the registration 
statement shall be filed with each exchange on which the securities 
are to be registered.
* * * * *

PART II--Information Not Required In Prospectus

* * * * *

Signatures

    Pursuant to the requirements of the Securities Act of 1933 [and 
Section 12 of the Securities Exchange Act of 1934], the registrant 
has duly caused this registration statement to be signed on its 
behalf by the undersigned, thereunto duly authorized, in the City of 
____________________, State of ____________________, on __________, 
19____.

(Registrant)-----------------------------------------------------------

By (Signature and Title)-----------------------------------------------
    Pursuant to the requirements of the Securities Act of 1933, this 
registration statement has been signed by the following persons in 
the capacities and on the dates indicated.

(Signature)------------------------------------------------------------

(Title)----------------------------------------------------------------

(Date)-----------------------------------------------------------------

Instructions

* * * * *
    3. If a class of securities is being registered concurrently 
under the Exchange Act, the registrant should sign the registration 
statement in accordance with the requirements of both the Securities 
Act and Section 12 of the Exchange Act.
* * * * *
    16. By amending Sec. 239.13 by revising the section heading, by 
revising the introductory text of Sec. 239.13, by removing the phrase 
``Securities Exchange Act of 1934 (Exchange Act)'' from paragraph 
(a)(2) and in its place adding ``Exchange Act'' and by adding paragraph 
(e) to read as follows:


Sec. 239.13  Form S-3, for registration under the Securities Act of 
1933 and section 12(b) or (g) of the Securities Exchange Act of 1934 of 
securities of certain issuers offered pursuant to certain types of 
transactions.

    This form may be used by any registrant which meets the 
requirements of paragraph (a) of this section (``Registrant 
Requirements'') for the registration of securities under the Securities 
Act of 1933 (``Securities Act'') which are offered in any transaction 
specified in paragraph (b) of this section (``Transaction 
Requirements''), provided that the requirements applicable to the 
specified transaction are met. With respect to majority-owned 
subsidiaries, see paragraph (c) of this section. In addition, this form 
may be used for the concurrent registration of securities pursuant to 
section 12 (b) or (g) (15 U.S.C. 78l (b) or (g)) of the Securities 
Exchange Act of 1934 (``Exchange Act''), subject to paragraph (e) of 
this section (``Registration Pursuant to the Exchange Act'').
* * * * *
    (e) Registration Pursuant to the Exchange Act. Registrants may use 
this form to register concurrently a class of securities pursuant to 
section 12 (b) or (g) of the Exchange Act subject to the following:
    (1) Subject to paragraph (e)(2) of this section, this form may be 
used for concurrent registration pursuant to section 12 (b) or (g) of 
the Exchange Act of any class of securities being registered on this 
form under the Securities Act of 1933.
    (2) If the registrant would be required to file an annual report 
pursuant to section 15(d) (15 U.S.C. 78o(d)) of the Exchange Act for 
its last fiscal year, except for the fact that the Exchange Act 
registration on this form will become effective before such report is 
required to be filed, an annual report for such fiscal year shall 
nevertheless be filed within the period specified in the appropriate 
annual report form.
    (3) Concurrent registration under the Exchange Act is not available 
when securities being registered on this Form S-3 pursuant to 
paragraphs (b)(1) and (b)(2) of this section are to be offered on a 
delayed basis pursuant to Sec. 230.415(a)(1)(x) of this chapter.
    By amending Form S-3 (referenced in Sec. 239.13) by revising the 
title to the form and the facing page, by adding General Instruction V, 
by revising the signature requirements in Part II (not including the 
Instructions thereto), and by adding paragraph 4. to the Instructions 
to ``Signatures'' to read as follows:

Note: The text of Form S-3 does not, and the amendments thereto will 
not, appear in the Code of Federal Regulations.

Form S-3

Securities and Exchange Commission Washington, DC 20549

FORM S-3

Registration Statement Under the Securities Act of 1933 and Section 12 
(b) or (g) of the Securities Exchange Act of 1934

----------------------------------------------------------------------
(Exact name of registrant as specified in its charter)

----------------------------------------------------------------------
(State or other jurisdiction of incorporation or organization)

----------------------------------------------------------------------
(I.R.S. Employer Identification No.)

----------------------------------------------------------------------

[[Page 30417]]

(Address, including zip code, and telephone number, including area 
code, of registrants' principal executive offices)

----------------------------------------------------------------------
(Name, address, including zip code, and telephone number, including 
area code, of agent for service)
    Approximate date of commencement of proposed sale to the public 
____________________
    If any of the securities being registered on this Form are to be 
offered pursuant to dividend or interest reinvestment plans, please 
check the following box. [  ]
    If any of the securities being registered on this Form are to be 
offered on a delayed or continuous basis pursuant to Rule 415 under 
the Securities Act of 1933, other than securities offered only in 
connection with dividend or interest reinvestment plans, check the 
following box. [  ]
    If this Form is filed to register additional securities for an 
offering pursuant to Rule 462(b) under the Securities Act, please 
check the following box and list the Securities Act registration 
statement number of the earlier effective registration statement for 
the same offering. [  ]
    If this Form is a post-effective amendment filed pursuant to 
Rule 462(c) under the Securities Act, check the following box and 
list the Securities Act registration statement number of the earlier 
effective registration statement for the same offering. [  ]
    If delivery of the prospectus is expected to be made pursuant to 
Rule 434, please check the following box. [  ]
    If any class of securities is to be concurrently registered on 
this Form pursuant to Section 12(b) of the Securities Exchange Act 
of 1934 pursuant to General Instruction V, please check the 
following box. [  ]
    Securities to be registered pursuant to Section 12(b) of the 
Securities Exchange Act of 1934:

Title of each class to be so registered
----------------------------------------------------------------------
----------------------------------------------------------------------

Name of each exchange on which each class is to be registered
----------------------------------------------------------------------
----------------------------------------------------------------------

    If any class of securities is to be concurrently registered on 
this Form pursuant to Section 12(g) of the Securities Exchange Act 
of 1934 pursuant to General Instruction V, please check the 
following box. [  ]
    Securities to be registered pursuant to Section 12(g) of the 
Securities Exchange Act of 1934:

----------------------------------------------------------------------
(Title of class)

----------------------------------------------------------------------
(Title of class)

                                         Calculation of Registration Fee                                        
----------------------------------------------------------------------------------------------------------------
                                                       Proposed maximum    Proposed maximum                     
     Title of each class of          Amount to be     offering price per  aggregate offering       Amount of    
   securities to be registered        registered             unit                price         registration fee 
----------------------------------------------------------------------------------------------------------------
                                                                                                                
                                                                                                                
                                                                                                                
                                                                                                                
                                                                                                                
                                                                                                                
----------------------------------------------------------------------------------------------------------------

    Note: Specific details relating to the fee calculation shall be 
furnished in notes to the table, including references to provisions 
of Rule 457 (Sec. 230.457 of this chapter) relied upon, if the basis 
of the calculation is not otherwise evident from the information 
presented in the table. If the filing fee is calculated pursuant to 
Rule 457(o) under the Securities Act, only the title of the class of 
securities to be registered, the proposed maximum aggregate offering 
price for that class of securities and the amount of registration 
fee need to appear in the ``Calculation of Registration Fee'' table 
(``Fee Table''). Where two or more classes of securities are being 
registered pursuant to General Instruction II.D, however, the Fee 
Table need only specify the maximum aggregate offering price for all 
classes; the Fee Table need not specify by each class the proposed 
maximum aggregate offering price (See General Instruction II.D). Any 
difference between the dollar amount of securities registered for 
such offerings and the dollar amount of securities sold may be 
carried forward on a future registration statement pursuant to Rule 
429 under the Securities Act.

General Instructions

* * * * *

V. Registration Under the Securities Exchange Act of 1934

    A. Subject to General Instruction V.B., this form may be used 
for concurrent registration pursuant to section 12 (b) or (g) of the 
Securities Exchange Act of 1934 (``Exchange Act'') of any class of 
securities listed under ``Title of each class of securities to be 
registered'' on the cover page of this registration statement.
    B. If the registrant would be required to file an annual report 
pursuant to section 15(d) of the Exchange Act for its last fiscal 
year, except for the fact that the Exchange Act registration on this 
form will become effective before such report is required to be 
filed, an annual report for such fiscal year shall nevertheless be 
filed within the period specified in the appropriate annual report 
form.
    C. If a class of securities is concurrently being registered 
under the Exchange Act, the provisions of Rule 12d1-2 of the 
Exchange Act apply with respect to the effectiveness of the 
registration statement for Exchange Act purposes.
    D. At least one complete, signed copy of the registration 
statement shall be filed with each exchange on which the securities 
are to be registered.
    E. Concurrent registration under the Exchange Act is not 
available when securities being registered on this Form pursuant to 
General Instruction I.B.I and I.B.2. are to be offered on a delayed 
basis pursuant to Sec. 230.415(a)(1)(x) of this chapter.
* * * * *

Part II-- Information Not Required In Prospectus

* * * * *

Signatures

    Pursuant to the requirements of the Securities Act of 1933 [and 
Section 12 of the Securities Exchange Act of 1934], the registrant 
certifies that it has reasonable grounds to believe that it meets 
all of the requirements for filing on Form S-3 and has duly caused 
this registration statement to be signed on its behalf by the 
undersigned, thereunto duly authorized, in the City of 
____________________, State of ____________________, on __________, 
19____.

(Registrant)-----------------------------------------------------------

By (Signature and Title)-----------------------------------------------
    Pursuant to the requirements of the Securities Act of 1933, this 
registration statement has been signed by the following persons in 
the capacities and on the dates indicated.
(Signature)------------------------------------------------------------
(Title)----------------------------------------------------------------
(Date)-----------------------------------------------------------------

Instructions

* * * * *
    4. If a class of securities is being registered concurrently 
under the Exchange Act, the registrant should sign the registration 
statement in accordance with the requirements of both the Securities 
Act and Section 12 of the Exchange Act.

    18. By amending Sec. 239.18 by revising the section heading, by 
designating the introductory text as paragraph (a), and by adding 
paragraphs (b) and (c) to read as follows:

[[Page 30418]]

Sec. 239.18   Form S-11, for registration under the Securities Act of 
1933 and section 12 (b) or (g) of the Securities Exchange Act of 1934 
of securities of certain real estate companies.

* * * * *
    (b) Subject to paragraph (c) of this section, this form may be used 
for concurrent registration pursuant to section 12(b) or (g) (15 U.S.C. 
78l (b) or (g)) of the Securities Exchange Act of 1934 (``Exchange 
Act'') of any class of securities being registered on this form under 
the Securities Act of 1933.
    (c) If the registrant would be required to file an annual report 
pursuant to section 15(d) (15 U.S.C. 78o(d)) of the Exchange Act for 
its last fiscal year, except for the fact that the Exchange Act 
registration on this form will become effective before such report is 
required to be filed, an annual report for such fiscal year shall 
nevertheless be filed within the period specified in the appropriate 
annual report form.
    19. By amending Form S-11 (referenced in Sec. 239.18) by revising 
the title to the form, by adding General Instruction H, by revising the 
facing page, by revising the signature requirements in Part II (not 
including the Instructions thereto), and by adding paragraph 3. to the 
Instructions to ``Signatures'' to read as follows:

    Note: The text of Form S-11 does not, and the amendments thereto 
will not, appear in the Code of Federal Regulations.

 Form S-11

Securities and Exchange Commission, Washington, DC 20549

Form S-11

For Registration Under the Securities Act of 1933 and Section 12 (b) or 
(g) of the Securities Exchange Act of 1934 of Securities of Certain 
Real Estate Companies

General Instructions

* * * * *

H. Registration Under the Securities Exchange Act of 1934

    (a) Subject to General Instruction H.(b), this form may be used 
for concurrent registration pursuant to section 12 (b) or (g) of the 
Securities Exchange Act of 1934 (``Exchange Act'') of any class of 
securities listed under ``Title of each class of securities to be 
registered'' on the cover page of this registration statement.
    (b) If the registrant would be required to file an annual report 
pursuant to section 15(d) of the Exchange Act for its last fiscal 
year, except for the fact that the Exchange Act registration on this 
form will become effective before such report is required to be 
filed, an annual report for such fiscal year shall nevertheless be 
filed within the period specified in the appropriate annual report 
form.
    (c) If a class of securities is concurrently being registered 
under the Exchange Act, the provisions of Rule 12d1-2 of the 
Exchange Act apply with respect to the effectiveness of the 
registration statement for Exchange Act purposes.
    (d) At least one complete, signed copy of the registration 
statement shall be filed with each exchange on which the securities 
are to be registered.
    (e) Concurrent registration under the Exchange Act is not 
available when securities being registered on this Form are to be 
offered on a delayed basis pursuant to Sec. 230.415(a)(1)(x) of this 
chapter.

Form S-11

Securities and Exchange Commission, Washington, D.C. 20549

Form S-11

For Registration Statement Under the Securities Act of 1933 and Section 
12 (b) or (g) of the Securities Exchange Act of Securities of Certain 
Real Estate Companies

----------------------------------------------------------------------
(Exact name of registrant as specified in governing instruments)

----------------------------------------------------------------------
(Address, including zip code, and telephone number, including area 
code, of registrant's principal executive offices)

----------------------------------------------------------------------
(Name, address, including zip code, and telephone number, including 
area code, of agent for service)
    Approximate date of commencement of proposed sale to the public 
____________________.
    If this Form is filed to register additional securities for an 
offering pursuant to Rule 462(b) under the Securities Act, please 
check the following box and list the Securities Act registration 
statement number of the earlier effective registration statement for 
the same offering. [  ]
    If this Form is a post-effective amendment filed pursuant to 
Rule 462(c) under the Securities Act, check the following box and 
list the Securities Act registration statement number of the earlier 
effective registration statement for the same offering. [  ]
    If this Form is a post-effective amendment filed pursuant to 
Rule 462(d) under the Securities Act, check the following box and 
list the Securities Act registration statement number of the earlier 
effective registration statement for the same offering. [  ]
    If delivery of the prospectus is expected to be made pursuant to 
Rule 434, please check the following box. [  ]
    If any class of securities is to be concurrently registered on 
this Form pursuant to Section 12(b) of the Securities Exchange Act 
of 1934 pursuant to General Instruction H, please check the 
following box. [  ]
    Securities to be registered pursuant to Section 12(b) of the 
Securities Exchange Act of 1934:

Title of each class to be so registered

----------------------------------------------------------------------

----------------------------------------------------------------------

Name of each exchange on which each class is to be registered

----------------------------------------------------------------------

----------------------------------------------------------------------
    If any class of securities is to be concurrently registered on 
this Form pursuant to Section 12(g) of the Securities Exchange Act 
of 1934 pursuant to General Instruction H, please check the 
following box. [  ]
    Securities to be registered pursuant to Section 12(g) of the 
Securities Exchange Act of 1934:

----------------------------------------------------------------------
(Title of class)

----------------------------------------------------------------------
(Title of class)

                                         Calculation of Registration Fee                                        
----------------------------------------------------------------------------------------------------------------
                                                       Proposed maximum    Proposed maximum                     
    Title of securities being        Amount being     offering price per  aggregate offering       Amount of    
           registered                 registered             unit                price         registration fee 
----------------------------------------------------------------------------------------------------------------
                                                                                                                
                                                                                                                
                                                                                                                
                                                                                                                
                                                                                                                
                                                                                                                
----------------------------------------------------------------------------------------------------------------

    Note: Specific details relating to the fee calculation shall be 
furnished in notes to the table, including references to provisions 
of Rule 457 (Sec. 230.457 of this chapter) relied upon, if the basis 
of the calculation is not otherwise evident from the information 
presented in the table. If the filing fee is calculated pursuant to 
Rule 457(o) under the Securities Act, only the title of the class of 
securities to be registered, the proposed maximum aggregate offering 
price for that class of securities and the amount of registration 
fee need to appear in the Calculation of Registration Fee table. Any 
difference between the dollar amount of

[[Page 30419]]

securities registered for such offerings and the dollar amount of 
securities sold may be carried forward on a future registration 
statement pursuant to Rule 429 under the Securities Act.
* * * * *

Part II--Information Not Required In Prospectus

* * * * *

Signatures

    Pursuant to the requirements of the Securities Act of 1933 [and 
Section 12 of the Securities Exchange Act of 1934], the registrant 
has duly caused this registration statement to be signed on its 
behalf by the undersigned, thereunto duly authorized, in the City of 
____________________, State of ____________________, on __________, 
19____.

(Registrant)-----------------------------------------------------------

By (Signature and Title)-----------------------------------------------
    Pursuant to the requirements of the Securities Act of 1933, this 
registration statement has been signed by the following persons in 
the capacities and on the dates indicated.

(Signature)------------------------------------------------------------

(Title)----------------------------------------------------------------

(Date)-----------------------------------------------------------------

Instructions

* * * * *
    3. If a class of securities is being registered concurrently 
under the Exchange Act, the registrant should sign the registration 
statement in accordance with the requirements of both the Securities 
Act and Section 12 of the Exchange Act.

    20. By amending Sec. 239.25 by revising the section heading, by 
designating the introductory text as paragraph (a), and by adding 
paragraph (b) to read as follows:


Sec. 239.25  Form S-4, for the registration of securities issued in 
business combination transactions under the Securities Act of 1933 and 
section 12 (b) or (g) of the Securities Exchange Act of 1934.

* * * * *
    (b) Registrants may use this form to register concurrently a class 
of securities pursuant to section 12 (b) or (g) (15 U.S.C. 78l (b) or 
(g)) of the Securities Exchange Act of 1934 (``Exchange Act'') subject 
to the following:
    (1) Subject to paragraph (b)(2) of this section, this form may be 
used for concurrent registration pursuant to section 12 (b) or (g) (15 
U.S.C. 78l (b) or (g)) of the Exchange Act of any class of securities 
being registered on this form under the Securities Act of 1933.
    (2) If the registrant would be required to file an annual report 
pursuant to section 15(d) of the Exchange Act for its last fiscal year, 
except for the fact that the Exchange Act registration on this form 
will become effective before such report is required to be filed, an 
annual report for such fiscal year shall nevertheless be filed within 
the period specified in the appropriate annual report form.
    (3) Concurrent registration under the Exchange Act is not available 
when securities being registered on this Form S-4 are to be offered on 
a delayed basis pursuant to Sec. 230.415(a)(1)(x) of this chapter.
    21. By amending Form S-4 (referenced in Sec. 239.25) by revising 
the title to the form and the facing page, by adding General 
Instruction K, by revising the signature requirements in Part II (not 
including the Instructions thereto), and by adding paragraph 4. to the 
Instructions to ``Signatures'' to read as follows:

    Note: The text of Form S-4 does not, and the amendments thereto 
will not, appear in the Code of Federal Regulations.

Form S-4

Securities and Exchange Commission, Washington, D.C. 20549

Form S-4

Registration Statement Under the Securities Act of 1933 and Section 
12(b) or (g) of the Securities Exchange Act of 1934

----------------------------------------------------------------------
(Exact name of registrant as specified in its charter)

----------------------------------------------------------------------
(State or other jurisdiction of incorporation or organization)

----------------------------------------------------------------------
(Primary Standard Industrial Classification Code Number)

----------------------------------------------------------------------
(I.R.S. Employer Identification No.)

----------------------------------------------------------------------
(Address, including zip code, and telephone number, including area 
code, of registrants' principal executive offices)

----------------------------------------------------------------------
(Name, address, including zip code, and telephone number, including 
area code, of agent for service)
    Approximate date of commencement of proposed sale of the 
securities to the public ____________________.
    If the securities being registered on this Form are being 
offered in connection with the formation of a holding company and 
there is compliance with General Instruction G, check the following 
box. [  ]
    If any class of securities is to be concurrently registered on 
this Form pursuant to Section 12(b) of the Securities Exchange Act 
of 1934 pursuant to General Instruction K, please check the 
following box. [  ]
    If this Form is a post-effective amendment filed pursuant to 
Rule 462(d) under the Securities Act, check the following box and 
list the Securities Act registration statement number of the earlier 
effective registration statement for the same offering. [  ]
    Securities to be registered pursuant to Section 12(b) of the 
Securities Exchange Act of 1934:

Title of each class to be so registered

----------------------------------------------------------------------

----------------------------------------------------------------------

Name of each exchange on which each class is to be registered

----------------------------------------------------------------------

----------------------------------------------------------------------
    If any class of securities is to be concurrently registered on 
this Form pursuant to Section 12(g) of the Securities Exchange Act 
of 1934 pursuant to General Instruction K, please check the 
following box. [  ]
    Securities to be registered pursuant to Section 12(g) of the 
Securities Exchange Act of 1934:

----------------------------------------------------------------------
(Title of class)

----------------------------------------------------------------------
(Title of class)

                                         Calculation of Registration Fee                                        
----------------------------------------------------------------------------------------------------------------
                                                       Proposed maximum    Proposed maximum                     
     Title of each class of            Amount to      offering price per  aggregate offering       Amount of    
   securities to be registered        registered             unit                price         registration fee 
----------------------------------------------------------------------------------------------------------------
                                                                                                                
                                                                                                                
                                                                                                                
                                                                                                                
                                                                                                                
                                                                                                                
----------------------------------------------------------------------------------------------------------------

    Note: Specific details relating to the fee calculation shall be 
furnished in notes to the table, including references to provisions 
of Rule 457 (Sec. 230.457 of this chapter) relied upon, if the basis 
of the calculation is not otherwise evident from the information 
presented in the table.

[[Page 30420]]

General Instructions

* * * * *

K. Registration Under the Exchange Act

    1. Subject to General Instruction K.2., this form may be used 
for concurrent registration pursuant to section 12 (b) or (g) of the 
Exchange Act of any class of securities listed under ``Title of each 
class of securities to be registered'' on the cover page of this 
registration statement.
    2. If the registrant would be required to file an annual report 
pursuant to section 15(d) of the Exchange Act for its last fiscal 
year, except for the fact that the Exchange Act registration on this 
form will become effective before such report is required to be 
filed, an annual report for such fiscal year shall nevertheless be 
filed within the period specified in the appropriate annual report 
form.
    3. If a class of securities is concurrently being registered 
under the Exchange Act, the provisions of Rule 12d1-2 of the 
Exchange Act apply with respect to the effectiveness of the 
registration statement for Exchange Act purposes.
    4. At least one complete, signed copy of the registration 
statement shall be filed with each exchange on which the securities 
are to be registered.
    5. Concurrent registration under the Exchange Act is not 
available when securities being registered on this Form pursuant to 
General Instruction H are to be offered on a delayed basis pursuant 
to Sec. 230.415(a)(1)(x) of this chapter.
* * * * *

Part II--Information Not Required in Prospectus

* * * * *

Signatures

    Pursuant to the requirements of the Securities Act of 1933 [and 
Section 12 of the Securities Exchange Act of 1934], the registrant 
has duly caused this registration statement to be signed on its 
behalf by the undersigned, thereunto duly authorized, in the City of 
____________________, State of __________, on__________ 19____.

(Registrant)-----------------------------------------------------------

By (Signature and Title)-----------------------------------------------
    Pursuant to the requirements of the Securities Act of 1933, this 
registration statement has been signed by the following persons in 
the capacities and on the dates indicated.

(Signature)------------------------------------------------------------

(Title)----------------------------------------------------------------

(Date)-----------------------------------------------------------------

Instructions

* * * * *
    4. If a class of securities is being registered concurrently 
under the Exchange Act, the registrant should sign the registration 
statement in accordance with the requirements of both the Securities 
Act and Section 12 of the Exchange Act.

    22 By amending Sec. 239.31 by revising the section heading and by 
adding paragraph (c) to read as follows:


Sec. 239.31  Form F-1, registration statement under the Securities Act 
of 1933 and section 12(b) or (g) of the Securities Exchange Act of 1934 
for securities of certain foreign private issuers.

* * * * *
    (c) A registrant may use this form to register concurrently a class 
of securities pursuant to section 12(b) or (g) (15 U.S.C. 78l(b) or 
(g)) of the Securities Exchange Act of 1934 (``Exchange Act'') subject 
to the following:
    (1) Subject to paragraph (c)(2) of this section, this form may be 
used for concurrent registration pursuant to section 12(b) or (g) (15 
U.S.C. 78l(b) or (g)) of the Exchange Act of any class of securities 
being registered on this form under the Securities Act of 1933.
    (2) If the registrant would be required to file an annual report 
pursuant to section 15(d) (15 U.S.C. 78o(d)) of the Exchange Act for 
its last fiscal year, except for the fact that the Exchange Act 
registration on this form will become effective before such report is 
required to be filed, an annual report for such fiscal year shall 
nevertheless be filed within the period specified in the appropriate 
annual report form.
    23. By amending Form F-1 (referenced in Sec. 239.31) by revising 
the title to the form and the facing page, by adding General 
Instruction VI, by revising the signature requirements in Part II (not 
including the Instructions thereto), and by adding paragraph 3. to the 
Instructions to ``Signatures'' to read as follows:

    Note: The text of Form F-1 does not, and the amendments thereto 
will not, appear in the Code of Federal Regulations.

Form F-1

Securities and Exchange Commission

Form F-1

Registration Statement Under the Securities Act of 1933 and Section 
12(b) or (g) of the Securities Exchange Act of 1934

----------------------------------------------------------------------
(Exact Name of Registrant as specified in its charter)

----------------------------------------------------------------------
(Translation of Registrant's name into English)

----------------------------------------------------------------------
(State or other jurisdiction of incorporation or organization)

----------------------------------------------------------------------
(Primary Standard Industrial 1 Classification Code Number)

----------------------------------------------------------------------
I.R.S. Employer Identification No.)

----------------------------------------------------------------------
(Address and telephone number of Registrant's principal executive 
offices)

----------------------------------------------------------------------
(Name, address, and telephone number of agent for service)
    Approximate date of commencement of proposed sale to the public 
____________________.
    If any of the securities being registered on this Form are to be 
offered on a delayed or continuous basis pursuant to Rule 415 under 
the Securities Act of 1933, please check the following box. [  ]
    If this Form is filed to register additional securities for an 
offering pursuant to Rule 462(b) under the Securities Act, please 
check the following box and list the Securities Act registration 
statement number of the earlier effective registration statement for 
the same offering. [  ]
    If this Form is a post-effective amendment filed pursuant to 
Rule 462(c) under the Securities Act, check the following box and 
list the Securities Act registration statement number of the earlier 
effective registration statement for the same offering. [  ]
    If this Form is a post-effective amendment filed pursuant to 
Rule 462(d) under the Securities Act, check the following box and 
list the Securities Act registration statement number of the earlier 
effective registration statement for the same offering. [  ]
    If delivery of the prospectus is expected to be made pursuant to 
Rule 434, please check the following box. [  ]
    If any class of securities is to be concurrently registered on 
this Form pursuant to Section 12(b) of the Securities Exchange Act 
of 1934 pursuant to General Instruction VI, please check the 
following box. [  ]
    Securities to be registered pursuant to Section 12(b) of the 
Securities Exchange Act of 1934:

Title of each class to be so registered

----------------------------------------------------------------------

----------------------------------------------------------------------

Name of each exchange on which each class is to be registered

----------------------------------------------------------------------

----------------------------------------------------------------------
    If any class of securities is to be concurrently registered on 
this Form pursuant to Section 12(g) of the Securities Exchange Act 
of 1934 pursuant to General Instruction VI, please check the 
following box. [  ]

----------------------------------------------------------------------
(Title of class)

----------------------------------------------------------------------
(Title of class)

[[Page 30421]]



                                         Calculation of Registration Fee                                        
----------------------------------------------------------------------------------------------------------------
                                                       Proposed maximum    Proposed maximum                     
     Title of each class of          Amount to be     offering price per  aggregate offering       Amount of    
   securities to be registered        registered             unit                price         registration fee 
----------------------------------------------------------------------------------------------------------------
                                                                                                                
                                                                                                                
                                                                                                                
                                                                                                                
                                                                                                                
                                                                                                                
----------------------------------------------------------------------------------------------------------------

    Note: Specific details relating to the fee calculation shall be 
furnished in notes to the table, including references to provisions 
of Rule 457 (Sec. 230.457 of this chapter) relied upon, if the basis 
of the calculation is not otherwise evident from the information 
presented in the table. If the filing fee is calculated pursuant to 
Rule 457(o) under the Securities Act, only the title of the class of 
securities to be registered, the proposed maximum aggregate offering 
price for that class of securities and the amount of registration 
fee need to appear in the Calculation of Registration Fee table. Any 
difference between the dollar amount of securities registered for 
such offerings and the dollar amount of securities sold may be 
carried forward on a future registration statement pursuant to Rule 
429 under the Securities Act.

General Instructions

* * * * *

VI. Registration Under the Securities Exchange Act of 1934

    A. Subject to General Instruction VI.B., this form may be used 
for concurrent registration pursuant to section 12 (b) or (g) of the 
Securities Exchange Act of 1934 (``Exchange Act'') of any class of 
securities listed under ``Title of each class of securities to be 
registered'' on the cover page of this registration statement.
    B. If the registrant would be required to file an annual report 
pursuant to section 15(d) of the Exchange Act for its last fiscal 
year, except for the fact that the Exchange Act registration on this 
form will become effective before such report is required to be 
filed, an annual report for such fiscal year shall nevertheless be 
filed within the period specified in the appropriate annual report 
form.
    C. If a class of securities is concurrently being registered 
under the Exchange Act, the provisions of Rule 12d1-2 of the 
Exchange Act apply with respect to the effectiveness of the 
registration statement for Exchange Act purposes.
    D. At least one complete, signed copy of the registration 
statement shall be filed with each exchange on which the securities 
are to be registered.
* * * * *

Part II--Information Not Required in Prospectus

* * * * *

Signatures

    Pursuant to the requirements of the Securities Act of 1933 [and 
Section 12 of the Securities Exchange Act of 1934], the registrant 
certifies that it has reasonable grounds to believe that it meets 
all of the requirements for filing on Form F-1 and has duly caused 
this registration statement to be signed on its behalf by the 
undersigned, thereunto duly authorized, in the City of 
____________________, State of ____________________, on __________, 
19____.

(Registrant)-----------------------------------------------------------

By (Signature and Title)-----------------------------------------------
    Pursuant to the requirements of the Securities Act of 1933, this 
registration statement has been signed by the following persons in 
the capacities and on the dates indicated.

(Signature)------------------------------------------------------------

(Title)----------------------------------------------------------------

(Date)-----------------------------------------------------------------

Instructions

* * * * *
    3. If a class of securities is being registered concurrently 
under the Exchange Act, the registrant should sign the registration 
statement in accordance with the requirements of both the Securities 
Act and Section 12 of the Exchange Act.
* * * * *
    24. By amending Sec. 239.33 by revising the section heading and 
introductory text to Sec. 239.33, by removing the phrase ``Securities 
Exchange Act of 1934 ('Exchange Act')'' from paragraph (a)(1) and in 
its place adding ``Exchange Act'' and by adding paragraph (c) to read 
as follows:


Sec. 239.33   Form F-3, for registration under the Securities Act of 
1933 and section 12(b) or (g) of the Securities Exchange Act of 1934 of 
securities of certain foreign private issuers offered pursuant to 
certain types of transactions.

    This instruction sets forth registrant requirements and transaction 
requirements for the use of Form F-3. Any foreign private issuer, as 
defined in Sec. 230.405 of this chapter, which meets the requirements 
of paragraph (a) of this section (``Registrant Requirements'') may use 
this Form F-3 for the registration of securities under the Securities 
Act of 1933 (``Securities Act'') which are offered in any transaction 
specified in paragraph (b) of this section (``Transaction 
Requirements''), provided that the requirements applicable to the 
specified transaction are met. With respect to majority-owned 
subsidiaries, see Paragraph (a)(5) of this section. In addition, this 
form may be used for the concurrent registration of securities pursuant 
to section 12(b) or (g) (15 U.S.C. 78l(b) or (g)) of the Securities 
Exchange Act of 1934 (``Exchange Act''), subject to paragraph (c) of 
this section (``Registration Pursuant to the Exchange Act'').
* * * * *
    (c) Registration Pursuant to the Exchange Act. Registrants may use 
this form to register concurrently a class of securities pursuant to 
section 12(b) or (g) (15 U.S.C. 78l(b) or (g)) of the Exchange Act 
subject to the following:
    (1) Subject to paragraph (c)(2) of this section, this form may be 
used for concurrent registration pursuant to section 12 (b) or (g) of 
the Exchange Act of any class of securities being registered on this 
form under the Securities Act of 1933.
    (2) If the registrant would be required to file an annual report 
pursuant to section 15(d) (15 U.S.C. 78o(d)) of the Exchange Act for 
its last fiscal year, except for the fact that the Exchange Act 
registration on this form will become effective before such report is 
required to be filed, an annual report for such fiscal year shall 
nevertheless be filed within the period specified in the appropriate 
annual report form.
    (3) Concurrent registration under the Exchange Act is not available 
when securities being registered on this Form pursuant to paragraphs 
(b)(1) and (b)(2) of this section are to be offered on a delayed basis 
pursuant to Sec. 230.415(a)(1)(x) of this chapter.
    25. By amending Form F-3 (referenced in Sec. 239.33) by revising 
the title to the form and the facing page, by adding General 
Instruction V, by amending the signature requirements in Part II (not 
including the Instructions thereto), and by adding paragraph 4. to the 
Instructions to ``Signatures'' to read as follows:

    Note: The text of Form F-3 does not, and the amendments thereto 
will not, appear in the Code of Federal Regulations.

[[Page 30422]]

Form F-3

Securities and Exchange Commission

Form F-3

Registration Statement Under the Securities Act of 1933 and Section 
12(b) or (g) of the Securities Exchange Act of 1934

----------------------------------------------------------------------
(Exact Name of Registrant as specified in its charter)

----------------------------------------------------------------------
(Translation of Registrant's name into English)

----------------------------------------------------------------------
(State or other jurisdiction of incorporation or organization)

----------------------------------------------------------------------
(I.R.S. Employer Identification Number)

----------------------------------------------------------------------
(Address and telephone number of Registrant's principal executive 
offices)

----------------------------------------------------------------------
(Name, address, and telephone number of agent for service)

    Approximate date of commencement of proposed sale to the public 
____________________.
    If the only securities being registered on this Form are being 
offered pursuant to dividend or interest reinvestment plans, please 
check the following box. [  ]
    If any of the securities being registered on this Form are to be 
offered on a delayed or continuous basis pursuant to Rule 415 under 
the Securities Act of 1933, please check the following box. [  ]
    If this Form is filed to register additional securities for an 
offering pursuant to Rule 462(b) under the Securities Act, please 
check the following box and list the Securities Act registration 
statement number of the earlier effective registration statement for 
the same offering. [  ]
    If this Form is a post-effective amendment filed pursuant to 
Rule 462(c) under the Securities Act, check the following box and 
list the Securities Act registration statement number of the earlier 
effective registration statement for the same offering. [  ]
    If delivery of the prospectus is expected to be made pursuant to 
Rule 434, please check the following box. [  ]
    If any class of securities is to be concurrently registered on 
this Form pursuant to Section 12(b) of the Securities Exchange Act 
of 1934 pursuant to General Instruction V, please check the 
following box. [  ]
    Securities to be registered pursuant to Section 12(b) of the 
Securities Exchange Act of 1934:

Title of each class to be so registered

----------------------------------------------------------------------

----------------------------------------------------------------------

    Name of each exchange on which each class is to be registered

----------------------------------------------------------------------

----------------------------------------------------------------------

    If any class of securities is to be concurrently registered on 
this Form pursuant to Section 12(g) of the Securities Exchange Act 
of 1934 pursuant to General Instruction V, please check the 
following box. [  ]
    Securities to be registered pursuant to Section 12(g) of the 
Securities Exchange Act of 1934:

----------------------------------------------------------------------
(Title of class)

----------------------------------------------------------------------
(Title of class)


                                         Calculation of Registration Fee                                        
----------------------------------------------------------------------------------------------------------------
                                                       Proposed maximum    Proposed maximum                     
     Title of each class of          Amount to be     offering price per  aggregate offering       Amount of    
   securities to be registered        registered             unit                price         registration fee 
----------------------------------------------------------------------------------------------------------------
                                                                                                                
                                                                                                                
                                                                                                                
                                                                                                                
                                                                                                                
                                                                                                                
----------------------------------------------------------------------------------------------------------------

    Note: Specific details relating to the fee calculation shall be 
furnished in notes to the table, including references to provisions 
of Rule 457 (Sec. 230.457 of this chapter) relied upon, if the basis 
of the calculation is not otherwise evident from the information 
presented in the table. If the filing fee is calculated pursuant to 
Rule 457(o) under the Securities Act, only the title of the class of 
securities to be registered, the proposed maximum aggregate offering 
price for that class of securities and the amount of registration 
fee need to appear in the ``Calculation of Registration Fee'' table 
(``Fee Table''). Where two or more classes of securities are being 
registered pursuant to General Instruction II.C, however, the Fee 
Table need not specify by each class the proposed maximum aggregate 
offering price (See General Instruction II.C). Any difference 
between the dollar amount of securities registered for such 
offerings and the dollar amount of securities sold may be carried 
forward on a future registration statement pursuant to Rule 429 
under the Securities Act.

General Instructions

* * * * *

V. Registration Under the Securities Exchange Act of 1934

    A. Subject to General Instruction V.B., this form may be used 
for concurrent registration pursuant to section 12(b) or (g) of the 
Securities Exchange Act of 1934 (``Exchange Act'') of any class of 
securities listed under ``Title of each class of securities to be 
registered'' on the cover page of this registration statement.
    B. If the registrant would be required to file an annual report 
pursuant to section 15(d) of the Exchange Act for its last fiscal 
year, except for the fact that the Exchange Act registration on this 
form will become effective before such report is required to be 
filed, an annual report for such fiscal year shall nevertheless be 
filed within the period specified in the appropriate annual report 
form.
    C. If a class of securities is concurrently being registered 
under the Exchange Act, the provisions of Rule 12d1-2 of the 
Exchange Act apply with respect to the effectiveness of the 
registration statement for Exchange Act purposes.
    D. At least one complete, signed copy of the registration 
statement shall be filed with each exchange on which the securities 
are to be registered.
    E. Concurrent registration under the Exchange Act is not 
available when securities being registered on this Form pursuant to 
General Instruction I.B.I and I.B.2. are to be offered on a delayed 
basis pursuant to Sec. 230.415(a)(1)(x) of this chapter.
* * * * *

Part II-- Information Not Required in Prospectus

* * * * *

Signatures

    Pursuant to the requirements of the Securities Act of 1933 [and 
Section 12 of the Securities Exchange Act of 1934], the registrant 
certifies that it has reasonable grounds to believe that it meets 
all of the requirements for filing on Form F-3 and has duly caused 
this registration statement to be signed on its behalf by the 
undersigned, thereunto duly authorized, in the City of 
____________________, State of____________________, on __________, 
19____.

(Registrant)-----------------------------------------------------------

By (Signature and Title)-----------------------------------------------
    Pursuant to the requirements of the Securities Act of 1933, this 
registration statement has been signed by the following persons in 
the capacities and on the dates indicated.

(Signature)------------------------------------------------------------

(Title)----------------------------------------------------------------

(Date)-----------------------------------------------------------------

[[Page 30423]]

Instructions

* * * * *
    4. If a class of securities is being registered concurrently 
under the Exchange Act, the registrant should sign the registration 
statement in accordance with the requirements of both the Securities 
Act and Section 12 of the Exchange Act.

    26. By amending Sec. 239.34 by revising the section heading, by 
designating the introductory text of Sec. 239.34 as paragraph (a), by 
redesignating paragraphs (a) through (e) as paragraphs (a)(1) through 
(a)(5), and by adding paragraph (b) to read as follows:


Sec. 239.34  Form F-4, for the registration under the Securities Act of 
1933 and section 12(b) or (g) of the Securities Exchange Act of 1934 of 
securities of foreign private issuers issued in certain business 
combination transactions.

* * * * *
    (b) Registrants may use this form to register concurrently a class 
of securities pursuant to section 12(b) or (g) (15 U.S.C. 78l(b) or 
(g)) of the Securities Exchange Act of 1934 (``Exchange Act'') subject 
to the following:
    (1) Subject to paragraph (b)(2) of this section, this Form F-4 may 
be used for concurrent registration pursuant to section 12(b) or (g) of 
the Exchange Act of any class of securities being registered on this 
form under the Securities Act of 1933;
    (2) If the registrant would be required to file an annual report 
pursuant to section 15(d) (15 U.S.C. 78o(d)) of the Exchange Act for 
its last fiscal year, except for the fact that the Exchange Act 
registration on this Form F-4 will become effective before such report 
is required to be filed, an annual report for such fiscal year shall 
nevertheless be filed within the period specified in the appropriate 
annual report form; and
    (3) Concurrent registration under the Exchange Act is not available 
when securities being registered on this Form are to be offered on a 
delayed basis pursuant to Sec. 230.415(a)(1)(x) of this chapter.
    27. By amending Form F-4 (referenced in Sec. 239.34) by revising 
the title to the form and the facing page, by adding General 
Instruction H, by revising the signature requirements in Part II (not 
including the Instructions thereto), and by adding paragraph 4. to the 
Instructions to ``Signatures'' to read as follows:

    Note: The text of Form F-4 does not, and the amendments thereto 
will not, appear in the Code of Federal Regulations.

Form F-4

Securities and Exchange Commission

Form F-4

Registration Statement Under the Securities Act of 1933 and Section 
12(b) or (g) of the Securities Exchange Act of 1934

----------------------------------------------------------------------
(Exact Name of Registrant as specified in its charter)

----------------------------------------------------------------------
(Translation of Registrant's name into English)

----------------------------------------------------------------------
(State or other jurisdiction of incorporation or organization)

----------------------------------------------------------------------
(Primary Standard Industrial Classification Code Number)

----------------------------------------------------------------------
(Address, including zip code, and telephone number, including area 
code, of Registrant's principal executive offices)

----------------------------------------------------------------------
(Name, address, including zip code, and telephone number, including 
area code, of agent for service)

    Approximate date of commencement of proposed sale of the 
securities to the public ____________________.
    If this Form is a post-effective amendment filed pursuant to 
Rule 462(d) under the Securities Act, check the following box and 
list the Securities Act registration statement number of the earlier 
effective registration statement for the same offering. [  ]
    If any class of securities is to be concurrently registered on 
this Form pursuant to Section 12(b) of the Securities Exchange Act 
of 1934 pursuant to General Instruction H, please check the 
following box. [  ]
    Securities to be registered pursuant to Section 12(b) of the 
Securities Exchange Act of 1934:

Title of each class to be so registered

----------------------------------------------------------------------

----------------------------------------------------------------------

Name of each exchange on which each class is to be registered

----------------------------------------------------------------------

----------------------------------------------------------------------

    If any class of securities is to be concurrently registered on 
this Form pursuant to Section 12(g) of the Securities Exchange Act 
of 1934 pursuant to General Instruction H, please check the 
following box. [  ]
    Securities to be registered pursuant to Section 12(g) of the 
Securities Exchange Act of 1934:

----------------------------------------------------------------------
(Title of class)

----------------------------------------------------------------------
(Title of class)

                                         Calculation of Registration Fee                                        
----------------------------------------------------------------------------------------------------------------
                                                       Proposed maximum    Proposed maximum                     
     Title of each class of          Amount to be     offering price per  aggregate offering       Amount of    
   securities to be registered        registered             unit                price         registration fee 
----------------------------------------------------------------------------------------------------------------
                                                                                                                
                                                                                                                
                                                                                                                
                                                                                                                
                                                                                                                
                                                                                                                
----------------------------------------------------------------------------------------------------------------

    Note: Specific details relating to the fee calculation shall be 
furnished in notes to the table, including references to provisions 
of Rule 457 (Sec. 230.457 of this chapter) relied upon, if the basis 
of the calculation is not otherwise evident from the information 
presented in the table.

General Instructions

* * * * *

H. Registration Under the Securities Exchange Act of 1934

    1. Subject to General Instruction H.2., this form may be used 
for concurrent registration pursuant to section 12 (b) or (g) of the 
Exchange Act of any class of securities listed under ``Title of each 
class of securities to be registered'' on the cover page of this 
registration statement.
    2. If the registrant would be required to file an annual report 
pursuant to section 15(d) of the Exchange Act for its last fiscal 
year, except for the fact that the Exchange Act registration on this 
form will become effective before such report is required to be 
filed, an annual report for such fiscal year shall nevertheless be 
filed within the period specified in the appropriate annual report 
form.
    3. If a class of securities is concurrently being registered 
under the Exchange Act, the provisions of Rule 12d1-2 of the 
Exchange Act apply with respect to the effectiveness of the 
registration statement for Exchange Act purposes.
    4. At least one complete, signed copy of the registration 
statement shall be filed with each

[[Page 30424]]

exchange on which the securities are to be registered.
    5. Concurrent registration under the Exchange Act is not 
available when securities being registered on this Form pursuant to 
General Instruction F are to be offered on a delayed basis pursuant 
to Sec. 230.415(a)(1)(x) of this chapter.
* * * * *

Part II--Information Not Required in Prospectus

* * * * *

Signatures

    Pursuant to the requirements of the Securities Act of 1933 [and 
Section 12 of the Securities Exchange Act of 1934], the registrant 
has duly caused this registration statement to be signed on its 
behalf by the undersigned, thereunto duly authorized, in the City of 
__________________, State of ____________________, on __________, 
19____.
(Registrant)-----------------------------------------------------------

By (Signature and Title)-----------------------------------------------

    Pursuant to the requirements of the Securities Act of 1933, this 
registration statement has been signed by the following persons in 
the capacities and on the dates indicated.

(Signature)------------------------------------------------------------

(Title)----------------------------------------------------------------

(Date)-----------------------------------------------------------------

Instructions

* * * * *
    4. If a class of securities is being registered concurrently 
under the Exchange Act, the registrant should sign the registration 
statement in accordance with the requirements of both the Securities 
Act and Section 12 of the Exchange Act.


Sec. 239.61   [Removed and Reserved]

    28. By removing and reserving Sec. 239.61 and by removing Form SR.
    29. By revising Sec. 239.500 to read as follows:


Sec. 239.500  Form D, notice of sales of securities under Regulation D.

    An issuer offering or selling securities in reliance on Regulation 
D (Sec. 230.501 through Sec. 230.508 of this chapter) shall prepare a 
notice on Form D promptly after the first sale of securities. The 
issuer shall retain the notice until three years after the date of the 
first sale of securities. Upon request, the issuer shall furnish to the 
Commission or its staff a copy of the Form D notice.
    30. By amending Form D (referenced in Sec. 239.500) by revising the 
General Instructions to read as follows:

    Note: The text of Form D does not, and the amendments thereto 
will not, appear in the Code of Federal Regulations.

Form D

* * * * *

General Instructions

Federal

    Who Must Prepare: All issuers making an offering of securities 
in reliance on an exemption under Regulation D, 17 CFR 230.501 et 
seq., should prepare this notice promptly after the first sale of 
securities.
    Recordkeeping Requirement: The issuer shall retain this notice 
until three years after the date of the first sale of securities. 
Upon request, the issuer shall furnish to the Commission or its 
staff a copy of the Form D notice.

State

    This notice shall be used to indicate reliance on the Uniform 
Limited Offering Exemption (ULOE) for sales of securities in those 
states that have adopted ULOE and that have adopted this Form. 
Issuers relying on ULOE must file a separate notice with the 
Securities Administrator in each state where sales are to be, or 
have been, made. If a state requires the payment of a fee as a 
precondition to the claim for the exemption, a fee in the proper 
amount shall accompany this Form. This notice shall be filed in the 
appropriate states in accordance with state law. The Appendix to the 
notice constitutes a part of this notice and must be completed.
* * * * *

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

    31. 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.
* * * * *
    32. By adding Sec. 240.12a-8 to read as follows:


Sec. 240.12a-8  Exemption of depositary shares.

    Depositary shares (as that term is defined in Sec. 240.12b-2) 
registered on Form F-6 (Sec. 239.36 of this chapter), but not the 
underlying deposited securities, shall be exempt from the operation of 
section 12(a) of the Act (15 U.S.C. 78l(a)).
    33. By revising the undesignated subject heading preceding 
Sec. 240.12d1-1 to read as follows:

Certification by Exchanges and Effectiveness of Registration

* * * * *
    34. By amending Sec. 240.12d1-2 by revising paragraph (b) and 
adding paragraphs (c) and (d) to read as follows:


Sec. 240.12d1-2  Effectiveness of registration.

* * * * *
    (b) A registration statement on Form 8-A (17 CFR 249.208a) shall 
become effective:
    (1) With respect to a class of securities registered pursuant to 
section 12(b) of the Act (15 U.S.C. 78l(b)), upon the later of receipt 
by the Commission of certification from the national securities 
exchange or the filing of the Form 8-A with the Commission; or
    (2) With respect to a class of securities registered pursuant to 
section 12(g) of the Act (15 U.S.C. 78l(g)), upon the filing of Form 8-
A with the Commission.
    (c) A registration statement that concurrently registers a class of 
securities under the Securities Act of 1933 and section 12(b) (15 
U.S.C. 78l(b)) of the Act shall become effective pursuant to the Act at 
the later of either the effectiveness of the registration statement 
pursuant to the Securities Act of 1933 or receipt by the Commission of 
certification by the exchange.
    (d) A registration statement that concurrently registers a class of 
securities under the Securities Act of 1933 and section 12(g) (15 
U.S.C. 78l(g)) of the Act shall become effective pursuant to the Act at 
the same time as the effectiveness of the registration statement 
pursuant to the Securities Act of 1933.
    35. By amending Sec. 240.12g-3 by revising paragraphs (a) and (b), 
by redesignating paragraph (c) as paragraph (d), by adding paragraph 
(c) to read as follows:


Sec. 240.12g-3  Registration of securities of successor issuers.

    (a) Where in connection with a succession by merger, consolidation, 
exchange of securities or acquisition of assets, securities of an 
issuer, not previously registered pursuant to section 12 of the Act (15 
U.S.C. 78l), are issued to the holders of any class of securities of 
another issuer that is registered pursuant to either section 12 (b) or 
(g) of the Act (15 U.S.C. 78l(b) or (g)), the class of securities so 
issued shall be deemed to be registered under the same paragraph of 
section 12 of the Act unless upon consummation of the succession such 
class is exempt from such registration other than by Sec. 240.12g3-2 or 
all securities of such class are held of record by less than 300 
persons or the securities issued in connection with the succession were 
registered on Form F-8 or Form F-80 (Sec. 239.38 or Sec. 239.41 of this 
chapter) and following succession the successor would not be required 
to register such class of securities under section 12 of the Act but 
for this section.
    (b) Where in connection with a succession by merger, consolidation, 
exchange of securities or acquisition of assets, securities of an 
issuer, that are

[[Page 30425]]

not registered pursuant to section 12 of the Act (15 U.S.C. 78l), are 
issued to the holders of any class of securities of another issuer that 
is required to file a registration statement pursuant to either section 
12(b) or (g) of the Act (15 U.S.C. 78l(b) or (g)) but has not yet done 
so, the duty to file such statement shall be deemed to have been 
assumed by the issuer of the class of securities so issued and such 
issuer shall file a registration statement pursuant to the same 
paragraph of section 12 of the Act with respect to such class within 
the period of time the predecessor issuer would have been required to 
file such a statement unless upon consummation of the succession such 
class is exempt from such registration other than by Sec. 240.12g3-2 or 
all securities of such class are held of record by less than 300 
persons or the securities issued in connection with the succession were 
registered on Form F-8 or Form F-80 (Sec. 239.38 or Sec. 239.41) and 
following the succession the successor would not be required to 
register such class of securities under section 12 of the Act but for 
this section.
    (c) Where in connection with a succession by merger, consolidation, 
exchange of securities or acquisition of assets, securities of an 
issuer not previously registered pursuant to section 12 of the Act (15 
U.S.C. 78l) are issued to the holders of classes of securities of more 
than one other issuer that are each registered pursuant to section 12 
of the Act, the class of securities so issued shall be deemed to be 
registered under section 12 of the Act unless upon consummation of the 
succession such class is exempt from such registration other than by 
Sec. 240.12g3-2 or all securities of such class are held of record by 
less than 300 persons or the securities issued in connection with the 
succession were registered on Form F-8 or Form F-80 (Sec. 239.38 or 
Sec. 239.41 of this chapter) and following succession the successor 
would not be required to register such class of securities under 
section 12 of the Act but for this section. If the classes of 
securities issued by each of the predecessor issuers are registered 
under the same paragraph of section 12 of the Act, the class of 
securities issued by the successor issuer will be deemed registered 
under the same paragraph of section 12 of the Act. If the classes of 
securities issued by the predecessor issuers each are registered under 
different paragraphs of section 12 of the Act, then the successor 
issuer shall indicate in the Form 8-K (Sec. 249.308) report filed with 
the Commission in connection with the succession, pursuant to the 
requirements of Form K-8, the paragraph of section 12 of the Act under 
which the class of securities issued by the successor issuer will be 
deemed registered.
* * * * *
    36. By revising paragraph (a) of Sec. 240.15d-5 to read as follows:


Sec. 240.15d-5  Reporting by successor issuers.

    (a) Where in connection with a succession by merger, consolidation, 
exchange of securities or acquisition of assets, securities of any 
issuer that is not required to file reports pursuant to Section 15(d) 
(15 U.S.C. 78o(d)) of the Act are issued to the holders of any class of 
securities of another issuer that is required to file such reports, the 
duty to file reports pursuant to such section shall be deemed to have 
been assumed by the issuer of the class of securities so issued and 
such issuer shall after the consummation of the succession file reports 
in accordance with such section, and the rules and regulations 
thereunder unless such issuer is exempt from filing such reports or the 
duty to file such reports is suspended under said section.
* * * * *

PART 249--FORMS, SECURITIES EXCHANGE ACT OF 1934

    37. The authority citation for Part 249 continues to read in part 
as follows:

    Authority 15 U.S.C. 78a, et seq., unless otherwise noted;
* * * * *
    38. By amending Sec. 249.208a by revising paragraph (c) and adding 
paragraph (d) to read as follows:


Sec. 249.208a  Form 8-A, for registration of certain classes of 
securities pursuant to section 12 (b) or (g) of the Securities Exchange 
Act of 1934.

* * * * *
    (c) If this form is used for the registration of a class of 
securities pursuant to Section 12(b) of this Act (15 U.S.C. 78l(b)), it 
shall become effective upon the later of receipt by the Commission of 
certification from the national securities exchange or the filing of 
the Form 8-A with the Commission.
    (d) If this form is used for the registration of securities 
pursuant to Section 12(g) of the Act (15 U.S.C. 78l(g)), it shall 
become effective upon filing with the Commission.
    39. By amending Form 8-A (referenced in Sec. 249.208a) by revising 
paragraph (c) of General Instruction A, by adding paragraph (d) to 
General Instruction A, by revising the two check boxes on the cover 
page, and by revising ``Item 1'' under ``Information Required In 
Registration Statement'' before the Instruction to read as follows:

    Note: The text of Form 8-A does not, and the amendments will 
not, appear in the Code of Federal Regulations.

Form 8-A

For Registration of Certain Classes of Securities Pursuant to Section 
12 (b) or (g) of the Securities Exchange Act of 1934

GENERAL INSTRUCTIONS

* * * * *
    A. Rule as to Use of Form 8-A.
* * * * *
    (c) If this form is used for the registration of a class of 
securities pursuant to Section 12(b) of the Exchange Act, it shall 
become effective upon the later of receipt by the Commission of 
certification from the exchange or the filing of the Form 8-A with 
the Commission.
    (d) If this form is used for the registration of securities 
pursuant to Section 12(g) of the Act, it shall become effective upon 
filing with the Commission.
* * * * *

Securities And Exchange Commission, Washington, DC 20549

Form 8-A

For Registration of Certain Classes of Securities Pursuant to Section 
12 (b) or (g) of the Securities Exchange Act of 1934

* * * * *
    If this form relates to the registration of securities pursuant 
to Section 12(b) of the Exchange Act and is effective pursuant to 
General Instruction A.(c), please check the following box. [  ]
    If this form relates to the registration of securities pursuant 
to Section 12(g) of the Exchange Act and is effective pursuant to 
General Instruction A.(d), please check the following box. [  ]
* * * * *

Information Required in Registration Statement

Item 1. Description of Registrant's Securities to be Registered

    Furnish the information required by Item 202 of Regulation S-K 
(Sec. 229.202 of this chapter). Small business issuers may furnish 
the information required by Item 202 of Regulation S-B (Sec. 228.202 
of this chapter).
* * * * *


Sec. 249.208b  [Removed and Reserved]

    40. By removing and reserving Sec. 249.208b and by removing Form 8-
B.
    41. By amending Form 20-F (referenced in Sec. 249.220f) by adding 
paragraph (d) to Item 9 of Part I preceding the Instructions to read as 
follows:

    Note: The text of Form 20-F does not, and the amendments thereto 
will not, appear in the Code of Federal Regulations.

[[Page 30426]]

Form 20-F

* * * * *

Part I

* * * * *

Item 9. Management's Discussion and Analysis of Financial Condition and 
Results of Operations

* * * * *
    (d) Use of proceeds.
    As required by Rule 463 (17 CFR 230.463) under the Securities 
Act of 1933 (``Securities Act''), following the effective date of 
the first registration statement filed under the Securities Act by 
an issuer, the issuer or successor issuer shall report the use of 
proceeds on its first annual report filed pursuant to Sections 13(a) 
and 15(d) of the Exchange Act after effectiveness of its Securities 
Act registration statement, and thereafter on each of its subsequent 
annual reports filed pursuant to Sections 13(a) and 15(d) of the 
Exchange Act through the later of the application of the offering 
proceeds, or the termination of the offering. To the extent that a 
report of the use of proceeds is required with respect to the first 
effective registration statement of the predecessor issuer, the 
successor issuer shall provide such a report. The information 
provided pursuant to paragraphs (d)(2) through (d)(4) of this Item 
need only be provided with respect to the first annual report filed 
pursuant to Sections 13(a) and 15(d) of the Exchange Act after 
effectiveness of the registration statement filed under the 
Securities Act. Subsequent annual reports filed pursuant to Sections 
13(a) and 15(d) of the Exchange Act need only provide the 
information required in paragraphs (d)(2) through (d)(4) of this 
Item if any of such required information has changed since the last 
annual report filed. In disclosing the use of proceeds in the first 
of such reports filed pursuant to the Exchange Act, the issuer or 
successor issuer should include the following information:
    (1) The effective date of the Securities Act registration 
statement for which the report is being made, the Commission file 
number assigned to the registration statement, and, if applicable, 
the first six (6) digits of its CUSIP number;
    (2) If the offering has commenced, the offering date, and if the 
offering has not commenced, an explanation why it has not;
    (3) If the offering terminated before any securities were sold, 
an explanation for such termination; and
    (4) If the offering did not terminate before any securities were 
sold, disclose:
    (i) Whether the offering terminated prior to the sale of all 
securities registered;
    (ii) The name(s) of the managing underwriter(s), if any;
    (iii) The title of each class of securities registered and, 
where a class of convertible securities is being registered, the 
title of any class of securities into which such securities may be 
converted;
    (iv) For each class of securities (other than a class of 
securities into which a class of convertible securities registered 
may be converted without additional payment to the issuer) the 
following information, provided for both the account of the issuer 
and the account(s) of any selling security holder(s): the amount 
registered, the aggregate price of the offering amount registered, 
the amount sold and the aggregate offering price of the amount sold 
to date;
    (v) From the effective date of the Securities Act registration 
statement to the ending date of the reporting period, the amount of 
expenses incurred for the issuer's account in connection with the 
issuance and distribution of the securities registered for 
underwriting discounts and commissions, finders' fees, expenses paid 
to or for underwriters, other expenses and total expenses. Indicate 
whether such payments were: (A) direct or indirect payments to 
directors, officers, general partners of the issuer or their 
associates; to persons owning ten (10) percent or more of any class 
of equity securities of the issuer; and to affiliates of the issuer; 
or (B) direct or indirect payments to others. If the issuer is 
providing a reasonable estimate for the amount of expenses incurred, 
the issuer should indicate which figures provided are estimates;
    (vi) The net offering proceeds to the issuer after deducting the 
total expenses described in paragraph (d)(4)(v);
    (vii) From the effective date of the Securities Act registration 
statement to the ending date of the reporting period, the amount of 
net offering proceeds to the issuer used for construction of plant, 
building and facilities; purchase and installation of machinery and 
equipment; purchases of real estate; acquisition of other 
business(es); repayment of indebtedness; working capital; temporary 
investments; and any other purposes for which at least five (5) 
percent of the issuer's total proceeds or $50,000 (whichever is 
less) has been used. Indicate whether such payments were: (A) direct 
or indirect payments to directors, officers, general partners of the 
issuer or their associates; to persons owning ten (10) percent or 
more of any class of equity securities of the issuer; and to 
affiliates of the issuer; or (B) direct or indirect payments to 
others. If the issuer is providing a reasonable estimate for the 
amount of net offering proceeds applied, the issuer should indicate 
which figures provided are estimates; and
    (viii) If the use of proceeds in paragraph (d)(4)(vii) of this 
Item represents a material change in the use of proceeds described 
in the prospectus, the issuer should describe briefly the material 
change.
* * * * *
    42. By amending Form 10-Q (referenced in Sec. 249.308a) by adding 
paragraph (d) to Item 2 of Part II preceding the Instruction to read as 
follows:

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

United States Securities and Exchange Commission,Washington, D.C. 20549

Form 10-Q

* * * * *

Part II--Other Information

* * * * *

Item 2. Changes in Securities

* * * * *
    (d) As required by Rule 463 (17 CFR 230.463) of the Securities 
Act of 1933 (``Securities Act''), following the effective date of 
the first registration statement filed under the Securities Act by 
an issuer, the issuer or successor issuer shall report the use of 
proceeds on its first periodic report filed pursuant to Sections 
13(a) and 15(d) of the Securities Exchange Act of 1934 (the ``Act'') 
after effectiveness of its Securities Act registration statement, 
and thereafter on each of its subsequent reports filed pursuant to 
Sections 13(a) and 15(d) of the Act through the later of the 
application of the offering proceeds, or the termination of the 
offering. To the extent that a report of the use of proceeds is 
required with respect to the first effective registration statement 
of the predecessor issuer, the successor issuer shall provide such a 
report. The information provided pursuant to paragraphs (d)(2) 
through (d)(4) of this Item need only be provided with respect to 
the first periodic report filed pursuant to Sections 13(a) and 15(d) 
of the Act after effectiveness of the registration statement filed 
under the Securities Act. Subsequent periodic reports filed pursuant 
to Sections 13(a) and 15(d) of the Act need only provide the 
information required in paragraphs (d)(2) through (d)(4) of this 
Item if any of such required information has changed since the last 
periodic report filed. In disclosing the use of proceeds in the 
first of such reports filed pursuant to the Act, the issuer or 
successor issuer should include the following information:
    (1) The effective date of the Securities Act registration 
statement for which the report is being made, the Commission file 
number assigned to the registration statement, and, if applicable, 
the first six (6) digits of its CUSIP number;
    (2) If the offering has commenced, the offering date, and if the 
offering has not commenced, an explanation why it has not;
    (3) If the offering terminated before any securities were sold, 
an explanation for such termination; and
    (4) If the offering did not terminate before any securities were 
sold, disclose:
    (i) Whether the offering terminated prior to the sale of all 
securities registered;
    (ii) The name(s) of the managing underwriter(s), if any;
    (iii) The title of each class of securities registered and, 
where a class of convertible securities is being registered, the 
title of any class of securities into which such securities may be 
converted;
    (iv) For each class of securities (other than a class of 
securities into which a class of convertible securities registered 
may be converted without additional payment to the issuer) the 
following information, provided for both the account of the issuer 
and the account(s) of any selling security holder(s): the amount 
registered, the aggregate price of the offering amount registered, 
the amount sold and the aggregate offering price of the amount sold 
to date;
    (v) From the effective date of the Securities Act registration 
statement to the ending date of the reporting period, the amount of

[[Page 30427]]

expenses incurred for the issuer's account in connection with the 
issuance and distribution of the securities registered for 
underwriting discounts and commissions, finders' fees, expenses paid 
to or for underwriters, other expenses and total expenses. Indicate 
whether such payments were: (A) direct or indirect payments to 
directors, officers, general partners of the issuer or their 
associates; to persons owning ten (10) percent or more of any class 
of equity securities of the issuer; and to affiliates of the issuer; 
or (B) direct or indirect payments to others. If the issuer is 
providing a reasonable estimate for the amount of expenses incurred, 
the issuer should indicate which figures provided are estimates;
    (vi) The net offering proceeds to the issuer after deducting the 
total expenses described in paragraph (d)(4)(v);
    (vii) From the effective date of the Securities Act registration 
statement to the ending date of the reporting period, the amount of 
net offering proceeds to the issuer used for construction of plant, 
building and facilities; purchase and installation of machinery and 
equipment; purchases of real estate; acquisition of other 
business(es); repayment of indebtedness; working capital; temporary 
investments; and any other purposes for which at least five (5) 
percent of the issuer's total proceeds or $50,000 (whichever is 
less) has been used. Indicate whether such payments were: (A) direct 
or indirect payments to directors, officers, general partners of the 
issuer or their associates; to persons owning ten (10) percent or 
more of any class of equity securities of the issuer; and to 
affiliates of the issuer; or (B) direct or indirect payments to 
others. If the issuer is providing a reasonable estimate for the 
amount of net offering proceeds applied, the issuer should indicate 
which figures provided are estimates; and
    (viii) If the use of proceeds in paragraph (d)(4)(vii) of this 
Item represents a material change in the use of proceeds described 
in the prospectus, the issuer should describe briefly the material 
change.
* * * * *
    43. By amending Form 10-QSB (referenced in Sec. 249.308b) by adding 
paragraph (d) to Item 2 of Part II preceding the Instruction to read as 
follows:

    Note: The text of Form 10-QSB does not, and the amendments 
thereto will not, appear in the Code of Federal Regulations.

Form 10-QSB

* * * * *

Part II--Other Information

* * * * *

Item 2. Changes in Securities

* * * * *
    (d) As required by Rule 463 (17 CFR 230.463) of the Securities 
Act of 1933 (``Securities Act''), following the effective date of 
the first registration statement filed under the Securities Act by 
an issuer, the issuer or successor issuer shall report the use of 
proceeds on its first periodic report filed pursuant to Sections 
13(a) and 15(d) of the Securities Exchange Act of 1934 (the ``Act'') 
after effectiveness of its Securities Act registration statement, 
and thereafter on each of its subsequent reports filed pursuant to 
Sections 13(a) and 15(d) of the Act through the later of the 
application of the offering proceeds, or the termination of the 
offering. To the extent that a report of the use of proceeds is 
required with respect to the first effective registration statement 
of the predecessor issuer, the successor issuer shall provide such a 
report. The information provided pursuant to paragraphs (d)(2) 
through (d)(4) of this Item need only be provided with respect to 
the first periodic report filed pursuant to Sections 13(a) and 15(d) 
of the Act after effectiveness of the registration statement filed 
under the Securities Act. Subsequent periodic reports filed pursuant 
to Sections 13(a) and 15(d) of the Act need only provide the 
information required in paragraphs (d)(2) through (d)(4) of this 
Item if any of such required information has changed since the last 
periodic report filed. In disclosing the use of proceeds in the 
first of such reports filed pursuant to the Act, the issuer or 
successor issuer should include the following information:
    (1) The effective date of the Securities Act registration 
statement for which the report is being made, the Commission file 
number assigned to the registration statement, and, if applicable, 
the first six (6) digits of its CUSIP number;
    (2) If the offering has commenced, the offering date, and if the 
offering has not commenced, an explanation why it has not;
    (3) If the offering terminated before any securities were sold, 
an explanation for such termination; and
    (4) If the offering did not terminate before any securities were 
sold, disclose:
    (i) Whether the offering terminated prior to the sale of all 
securities registered;
    (ii) The name(s) of the managing underwriter(s), if any;
    (iii) The title of each class of securities registered and, 
where a class of convertible securities is being registered, the 
title of any class of securities into which such securities may be 
converted;
    (iv) For each class of securities (other than a class of 
securities into which a class of convertible securities registered 
may be converted without additional payment to the issuer) the 
following information, provided for both the account of the issuer 
and the account(s) of any selling security holder(s): the amount 
registered, the aggregate price of the offering amount registered, 
the amount sold and the aggregate offering price of the amount sold 
to date;
    (v) From the effective date of the Securities Act registration 
statement to the ending date of the reporting period, the amount of 
expenses incurred for the issuer's account in connection with the 
issuance and distribution of the securities registered for 
underwriting discounts and commissions, finders' fees, expenses paid 
to or for underwriters, other expenses and total expenses. Indicate 
whether such payments were: (A) direct or indirect payments to 
directors, officers, general partners of the issuer or their 
associates; to persons owning ten (10) percent or more of any class 
of equity securities of the issuer; and to affiliates of the issuer; 
or (B) direct or indirect payments to others. If the issuer is 
providing a reasonable estimate for the amount of expenses incurred, 
the issuer should indicate which figures provided are estimates;
    (vi) The net offering proceeds to the issuer after deducting the 
total expenses described in paragraph (d)(4)(v) of this Item;
    (vii) From the effective date of the Securities Act registration 
statement to the ending date of the reporting period, the amount of 
net offering proceeds to the issuer used for construction of plant, 
building and facilities; purchase and installation of machinery and 
equipment; purchases of real estate; acquisition of other 
business(es); repayment of indebtedness; working capital; temporary 
investments; and any other purposes for which at least five (5) 
percent of the issuer's total proceeds or $50,000 (whichever is 
less) has been used. Indicate whether such payments were: (A) direct 
or indirect payments to directors, officers, general partners of the 
issuer or their associates; to persons owning ten (10) percent or 
more of any class of equity securities of the issuer; and to 
affiliates of the issuer; or (B) direct or indirect payments to 
others. If the issuer is providing a reasonable estimate for the 
amount of net offering proceeds applied, the issuer should indicate 
which figures provided are estimates; and
    (viii) If the use of proceeds in paragraph (d)(4)(vii) of this 
Item represents a material change in the use of proceeds described 
in the prospectus, the issuer should describe briefly the material 
change.
* * * * *
    44. By amending Form 10-K (referenced in Sec. 249.310), Item 5 of 
Part II by redesignating the current text as paragraph (a) and by 
adding paragraph (b) to read as follows:

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

Form 10-K

* * * * *

Part II

Item 5. Market for Registrant's Common Equity and Related Stockholder 
Matters

* * * * *
    (b) As required by Rule 463 (17 CFR 230.463) of the Securities 
Act of 1933 (``Securities Act''), following the effective date of 
the first registration statement filed under the Securities Act by 
an issuer, the issuer or successor issuer shall report the use of 
proceeds on its first periodic report filed pursuant to Sections 
13(a) and 15(d) of the Securities Exchange Act of 1934 (the ``Act'') 
after effectiveness of its Securities Act registration statement, 
and thereafter on each of its subsequent reports filed pursuant to 
Sections 13(a) and 15(d) of the Act through the later of the 
application of the offering proceeds, or the termination of the 
offering. To the extent that a report of the use of proceeds is 
required with respect to the first effective registration statement 
of the predecessor issuer, the successor issuer shall

[[Page 30428]]

provide such a report. The information provided pursuant to 
paragraphs (b)(2) through (b)(4) of this Item need only be provided 
with respect to the first periodic report filed pursuant to Sections 
13(a) and 15(d) of the Act after effectiveness of the registration 
statement filed under the Securities Act. Subsequent periodic 
reports filed pursuant to Sections 13(a) and 15(d) of the Act need 
only provide the information required in paragraphs (b)(2) through 
(b)(4) of this Item if any of such required information has changed 
since the last periodic report filed. In disclosing the use of 
proceeds in the first of such reports filed pursuant to the Act, the 
issuer or successor issuer should include the following information:
    (1) The effective date of the Securities Act registration 
statement for which the report is being made, the Commission file 
number assigned to the registration statement, and, if applicable, 
the first six (6) digits of its CUSIP number;
    (2) If the offering has commenced, the offering date, and if the 
offering has not commenced, an explanation why it has not;
    (3) If the offering terminated before any securities were sold, 
an explanation for such termination; and
    (4) If the offering did not terminate before any securities were 
sold, disclose:
    (i) Whether the offering terminated prior to the sale of all 
securities registered;
    (ii) The name(s) of the managing underwriter(s), if any;
    (iii) The title of each class of securities registered and, 
where a class of convertible securities is being registered, the 
title of any class of securities into which such securities may be 
converted;
    (iv) For each class of securities (other than a class of 
securities into which a class of convertible securities registered 
may be converted without additional payment to the issuer) the 
following information, provided for both the account of the issuer 
and the account(s) of any selling security holder(s): the amount 
registered, the aggregate price of the offering amount registered, 
the amount sold and the aggregate offering price of the amount sold 
to date;
    (v) From the effective date of the Securities Act registration 
statement to the ending date of the reporting period, the amount of 
expenses incurred for the issuer's account in connection with the 
issuance and distribution of the securities registered for 
underwriting discounts and commissions, finders' fees, expenses paid 
to or for underwriters, other expenses and total expenses. Indicate 
whether such payments were: (A) direct or indirect payments to 
directors, officers, general partners of the issuer or their 
associates; to persons owning ten (10) percent or more of any class 
of equity securities of the issuer; and to affiliates of the issuer; 
or (B) direct or indirect payments to others. If the issuer is 
providing a reasonable estimate for the amount of expenses incurred, 
the issuer should indicate which figures provided are estimates;
    (vi) The net offering proceeds to the issuer after deducting the 
total expenses described in paragraph (b)(4)(v) of this Item;
    (vii) From the effective date of the Securities Act registration 
statement to the ending date of the reporting period, the amount of 
net offering proceeds to the issuer used for construction of plant, 
building and facilities; purchase and installation of machinery and 
equipment; purchases of real estate; acquisition of other 
business(es); repayment of indebtedness; working capital; temporary 
investments; and any other purposes for which at least five (5) 
percent of the issuer's total proceeds or $50,000 (whichever is 
less) has been used. Indicate whether such payments were: (A) direct 
or indirect payments to directors, officers, general partners of the 
issuer or their associates; to persons owning ten (10) percent or 
more of any class of equity securities of the issuer; and to 
affiliates of the issuer; or (B) direct or indirect payments to 
others. If the issuer is providing a reasonable estimate for the 
amount of net offering proceeds applied, the issuer should indicate 
which figures provided are estimates; and
    (viii) If the use of proceeds in paragraph (b)(4)(vii) of this 
Item represents a material change in the use of proceeds described 
in the prospectus, the issuer should describe briefly the material 
change.
* * * * *
    45. By amending Form 10-KSB (referenced in Sec. 249.310b), Item 5 
of Part II by redesignating the current text as paragraph (a) and by 
adding paragraph (b) to read as follows:

    Note: The text of Form 10-KSB does not, and the amendments 
thereto will not, appear in the Code of Federal Regulations.

Form 10-KSB

* * * * *

Part II

Item 5. Market for Common Equity and Related Stockholder Matters

* * * * *
    (b) As required by Rule 463 (17 CFR 230.463) of the Securities 
Act of 1933 (``Securities Act''), following the effective date of 
the first registration statement filed under the Securities Act by 
an issuer, the issuer or successor issuer shall report the use of 
proceeds on its first periodic report filed pursuant to Sections 
13(a) and 15(d) of the Securities Exchange Act of 1934 (the ``Act'') 
after effectiveness of its Securities Act registration statement, 
and thereafter on each of its subsequent reports filed pursuant to 
Sections 13(a) and 15(d) of the Act through the later of the 
application of the offering proceeds, or the termination of the 
offering. To the extent that a report of the use of proceeds is 
required with respect to the first effective registration statement 
of the predecessor issuer, the successor issuer shall provide such a 
report. The information provided pursuant to paragraphs (b)(2) 
through (b)(4) of this Item need only be provided with respect to 
the first periodic report filed pursuant to Sections 13(a) and 15(d) 
of the Act after effectiveness of the registration statement filed 
under the Securities Act. Subsequent periodic reports filed pursuant 
to Sections 13(a) and 15(d) of the Act need only provide the 
information required in paragraphs (b)(2) through (b)(4) of this 
Item if any of such required information has changed since the last 
periodic report filed. In disclosing the use of proceeds in the 
first of such reports filed pursuant to the Act, the issuer or 
successor issuer should include the following information:
    (1) The effective date of the Securities Act registration 
statement for which the report is being made, the Commission file 
number assigned to the registration statement, and, if applicable, 
the first six (6) digits of its CUSIP number;
    (2) If the offering has commenced, the offering date, and if the 
offering has not commenced, an explanation why it has not;
    (3) If the offering terminated before any securities were sold, 
an explanation for such termination; and
    (4) If the offering did not terminate before any securities were 
sold, disclose:
    (i) Whether the offering terminated prior to the sale of all 
securities registered;
    (ii) The name(s) of the managing underwriter(s), if any;
    (iii) The title of each class of securities registered and, 
where a class of convertible securities is being registered, the 
title of any class of securities into which such securities may be 
converted;
    (iv) For each class of securities (other than a class of 
securities into which a class of convertible securities registered 
may be converted without additional payment to the issuer) the 
following information, provided for both the account of the issuer 
and the account(s) of any selling security holder(s): the amount 
registered, the aggregate price of the offering amount registered, 
the amount sold and the aggregate offering price of the amount sold 
to date;
    (v) From the effective date of the Securities Act registration 
statement to the ending date of the reporting period, the amount of 
expenses incurred for the issuer's account in connection with the 
issuance and distribution of the securities registered for 
underwriting discounts and commissions, finders' fees, expenses paid 
to or for underwriters, other expenses and total expenses. Indicate 
whether such payments were: (A) direct or indirect payments to 
directors, officers, general partners of the issuer or their 
associates; to persons owning ten (10) percent or more of any class 
of equity securities of the issuer; and to affiliates of the issuer; 
or (B) direct or indirect payments to others. If the issuer is 
providing a reasonable estimate for the amount of expenses incurred, 
the issuer should indicate which figures provided are estimates;
    (vi) The net offering proceeds to the issuer after deducting the 
total expenses described in paragraph (b)(4)(v) of this Item;
    (vii) From the effective date of the Securities Act registration 
statement to the ending date of the reporting period, the amount of 
net offering proceeds to the issuer used for construction of plant, 
building and facilities; purchase and installation of machinery and 
equipment; purchases of real estate; acquisition of other 
business(es); repayment of indebtedness; working capital; temporary 
investments; and any other purposes for which at least five (5) 
percent of the issuer's total proceeds or $50,000 (whichever is 
less) has been used. Indicate whether such payments were: (A) direct 
or

[[Page 30429]]

indirect payments to directors, officers, general partners of the 
issuer or their associates; to persons owning ten (10) percent or 
more of any class of equity securities of the issuer; and to 
affiliates of the issuer; or (B) direct or indirect payments to 
others. If the issuer is providing a reasonable estimate for the 
amount of net offering proceeds applied, the issuer should indicate 
which figures provided are estimates; and
    (viii) If the use of proceeds in paragraph (b)(4)(vii) of this 
Item represents a material change in the use of proceeds described 
in the prospectus, the issuer should describe briefly the material 
change.
* * * * *

PART 239--FORMS PRESCRIBED UNDER THE SECURITIES ACT OF 1933

PART 274--FORMS PRESCRIBED UNDER THE INVESTMENT COMPANY ACT OF 1940

    46. The authority citation for Part 274 continues to read as 
follows:

    Authority: 15 U.S.C. 77f, 77g, 77h, 77j, 77s, 78c(b), 78l, 78m, 
78n, 78o(d), 80a-8, 80a-24, and 80a-29, unless otherwise noted.
* * * * *
    47. By amending Secs. 239.14 and 274.11a-1 to add a new sentence at 
the end of the section to read as follows:


Sec. 239.14   Form N-2, for closed end management investment companies 
registered on Form N-8A.


Sec. 274.11a-1   Form N-2, registration statement of closed-end 
management investment companies.

    * * * In addition, this form may be used for the concurrent 
registration of securities pursuant to section 12 of the Securities 
Exchange Act of 1934 (15 U.S.C. 78l).
    48. By amending Form N-2 (referenced in Sec. 239.14 and 274.11a-1) 
on the facing page by adding after the check box heading ``Amendment 
No. ______'' two check boxes; following the ``Calculation of 
Registration Fee Table'' and before ``Instructions'' two line item 
descriptions; adding a second paragraph to General Instruction A; and 
in the signature requirements in Part C before the phrase ``and/or the 
Investment Company Act of 1940'' adding the parenthetical ``(and 
Section 12 of the Securities Exchange Act of 1934)'' to read as 
follows:

    Note: The text of Form N-2 does not, and the amendments thereto 
will not, appear in the Code of Federal Regulations.

Form N-2

* * * * *
[  ] REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) UNDER THE 
SECURITIES EXCHANGE ACT OF 1934
[  ] REGISTRATION STATEMENT PURSUANT TO SECTION 12(g) UNDER THE 
SECURITIES EXCHANGE ACT OF 1934
* * * * *
    Securities to be registered pursuant to Section 12(b) of the 
Securities Exchange Act of 1934:

Title of each class to be so registered

----------------------------------------------------------------------

----------------------------------------------------------------------

Name of each exchange on which each class is to be registered

----------------------------------------------------------------------

----------------------------------------------------------------------

    Securities to be registered pursuant to Section 12(g) of the 
Securities Exchange Act of 1934:

Title of each class to be so registered
----------------------------------------------------------------------

----------------------------------------------------------------------

Name of each exchange on which each class is to be registered

----------------------------------------------------------------------

----------------------------------------------------------------------
* * * * *

General Instructions

A. Use of Form N-2

* * * * *
    Form N-2 may be used for concurrent registration pursuant to 
Sections 12 (b) or 12(g) of the Securities Exchange Act of 1934 [15 
U.S.C. 78l(b) or (g)]. Registrants that intend to list their 
securities on an exchange shall file at least one complete signed 
copy of the registration statement with each exchange on which 
securities are to be registered.
* * * * *
    By the Commission.

    Dated: May 31, 1996.
Jonathan G. Katz,
Secretary.
[FR Doc. 96-14183 Filed 6-13-96; 8:45 am]
BILLING CODE 8010-01-P

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