[Federal Register Volume 59, Number 2 (Tuesday, January 4, 1994)]
[Rules and Regulations]
[Pages 242-243]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 94-14]


[[Page Unknown]]

[Federal Register: January 4, 1994]


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SECURITIES AND EXCHANGE COMMISSION

17 CFR Part 239
[Release No. 33-7040; International Series Release No. 625; File No. 
S7-16-93]
RIN 3235-AF83

 

Amendments to the Multijurisdictional Disclosure System for 
Canadian Issuers

AGENCY: Securities and Exchange Commission.

ACTION: Final amendments to Form F-9.

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SUMMARY: The Securities and Exchange Commission (the ``Commission'') 
has adopted amendments to Form F-9 under the multijurisdictional 
disclosure system (``MJDS'') for Canadian issuers which will recognize 
investment grade ratings by securities rating organizations recognized 
by Canadian securities regulators for purposes of filings on Forms F-9 
and 40-F. These amendments have been adopted in light of the 
Commission's experience with the MJDS and should further facilitate 
transnational capital formation. They are being made effective in light 
of the adoption by Canadian securities regulators of parallel 
amendments to the MJDS in Canada for U.S. issuers.

EFFECTIVE DATE: January 4, 1994.

FOR FURTHER INFORMATION CONTACT: Paul M. Dudek, (202) 272-3246, Office 
of International Corporate Finance, Division of Corporation Finance, 
Securities and Exchange Commission, Washington, DC 20549.

SUPPLEMENTARY INFORMATION:

I. Amendments to Form F-9

    On November 3, 1993, the Commission adopted several amendments to 
the MJDS.\1\ In the November 3 Release, the Commission stated that the 
amendments to Form F-9\2\ relating to recognition of investment grade 
ratings by securities rating organizations recognized by Canadian 
securities regulators would not become effective until such time as the 
Canadian securities regulators had adopted parallel amendments to the 
multijurisdictional disclosure system in Canada for U.S. issuers.
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    \1\Securities Act Release No. 7025 (November 3, 1993) [58 FR 
62028] (the ``November 3 Release'').
    \2\17 CFR 239.39.
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    The Canadian securities regulators have now adopted such amendments 
with an effective date of December 31, 1993. As a result, the 
Commission is publishing this release to make effective the amendments 
to Form F-9 described above.

II. Regulatory Flexibility Act Certification

    Pursuant to Section 605(b) of the Regulatory Flexibility Act [5 
U.S.C. 605], at the time the Commission issued its release proposing 
the amendments being adopted hereby, the Chairman of the Commission 
certified that such amendments will not have a significant impact on a 
substantial number of small entities. That certification, including the 
reasons therefor, was attached as an Appendix to such release and was 
published in the Federal Register.

III. Cost-Benefit Analysis

    No specific data were provided in response to the Commission's 
request regarding the costs and benefits of the amendments being 
adopted today. Some commenters indicated that these amendments would 
save Canadian issuers the expense of obtaining a securities rating from 
those rating organizations currently specified under Form F-9.

IV. Effective Date

    The amendments to Form F-9 shall be effective on the date of 
publication in the Federal Register in accordance with the 
Administrative Procedure Act, which allows effectiveness in less than 
30 days after publication for ``a substantive rule which grants or 
recognizes an exemption or relieves a restriction.'' 5 U.S.C. 
553(d)(1).

V. Statutory Bases

    The amendments to the Commission's rule and form are being proposed 
pursuant to sections 6, 7, 8, 10 and 19(a) of the Securities Act of 
1933, and Sections 3(b), 4A, 12, 13, 14, 15, 16 and 23 of the 
Securities Exchange Act of 1934.

List of Subjects in 17 CFR Part 239

    Reporting and recordkeeping requirements, Securities.

Text of Amendments

    In accordance with the foregoing, title 17, chapter II of the Code 
of Federal Regulations is amended as follows:

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

    1. 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.
* * * * *
    2. By amending Sec. 239.39 by revising the Instruction following 
paragraph (a)(2) to read as follows:


Sec. 239.39  Form F-9, for registration under the Securities Act of 
1933 of certain investment grade debt or investment grade preferred 
securities of certain Canadian issuers.

    (a) * * *
    (2) * * *

Instruction

    Securities shall be ``investment grade'' if, at the time of 
sale, at least one nationally recognized statistical rating 
organization (as that term is used in relation to Rule 15c3-
1(c)(2)(vi)(F) under the Securities Exchange Act of 1934 (the 
``Exchange Act'') (Sec. 240.15c3-1(c)(2)(vi)(F) of this chapter)) or 
at least one Approved Rating Organization (as defined in National 
Policy Statement No. 45 of the Canadian Securities Administrators, 
as the same may be amended from time to time) has rated the security 
in one of its generic rating categories that signifies investment 
grade; typically the four highest rating categories (within which 
there may be subcategories or gradations indicating relative 
standing) signify investment grade.
* * * * *
    3. By amending Form F-9 (Sec. 239.39) by revising the Instruction 
following paragraph A. of General Instruction I, to read as follows:

    Note: Form F-9 does not and these amendments will not appear in 
the Code of Federal Regulations.

Form F-9

* * * * *

General Instructions

I. Eligibility Requirements for Use of Form F-9
    A. * * *
    Instruction Securities shall be ``investment grade'' if, at the 
time of sale, at least one nationally recognized statistical rating 
organization (as that term is used in relation to Rule 15c3-
1(c)(2)(vi)(F) under the Securities Exchange Act of 1934 (the 
``Exchange Act'')) or at least one Approved Rating Organization (as 
defined in National Policy Statement No. 45 of the Canadian Securities 
Administrators, as the same may be amended from time to time) has rated 
the security in one of its generic rating categories that signifies 
investment grade; typically the four highest rating categories (within 
which there may be subcategories or gradations indicating relative 
standing) signify investment grade.
* * * * *
    By the Commission.

    Dated: December 27, 1993.
Margaret H. McFarland,
Deputy Secretary.
[FR Doc. 94-14 Filed 1-3-94; 8:45 am]
BILLING CODE 8010-01-P