[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] ======================================================================= ----------------------------------------------------------------------- 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. ----------------------------------------------------------------------- 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. --------------------------------------------------------------------------- \1\Securities Act Release No. 7025 (November 3, 1993) [58 FR 62028] (the ``November 3 Release''). \2\17 CFR 239.39. --------------------------------------------------------------------------- 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