[Federal Register Volume 60, Number 25 (Tuesday, February 7, 1995)]
[Notices]
[Pages 7235-7236]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: X95-60207]



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SECURITIES AND EXCHANGE COMMISSION

[Release No. 33-7131]


Safe Harbor for Forward-Looking Statements

AGENCY: Securities and Exchange Commission.

ACTION: Publication of agenda for hearings.

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SUMMARY: In Release No. 33-7101 (October 13, 1994) (the ``Concept 
Release''), the Securities and Exchange Commission (the ``Commission'') 
announced that it would hold public hearings in Washington, DC 
concerning the safe harbor for forward-looking statements (set forth in 
Rule 175 under the Securities Act of 1933 (the ``Securities Act''), 
Rule 3B-6 under the Securities Exchange Act of 1934 (``Exchange Act''), 
Rule 103A under the Public Utility Holding Company Act of 1935 (the 
``Public Utility Holding Company Act'') and Rule 0-11 under the Trust 
Indenture Act of 1939 (the ``Trust Indenture Act''), Also, in Release 
No. 33-7125 (December 22, 1994), the Commission announced that it would 
hold additional hearings on this topic in San Francisco, California. In 
connection with those hearings, the Commission is hereby publishing a 
tentative schedule of appearances and certain procedures that will be 
followed.

DATES: As noted in the foregoing releases, hearings will commence in 
Washington, DC on February 13, 1995 at 10:00 a.m. Hearings will 
commence in San Francisco, California on February 16, 1995 at 10:00 
a.m.

ADDRESSES: The Washington, DC hearings will be held in Room 1C30 of the 
Commission's headquarters building at 450 Fifth Street, NW., in 
Washington, DC 20549. The San Francisco, California hearings will be 
held in the California Public Utility Commission Auditorium, 505 Van 
Ness Avenue, San Francisco, California 94102. Three copies of the 
written text of the oral statement should be submitted to the 
Commission's headquarters, at the addressed listed above, at least five 
days in advance of each hearing.

FOR FURTHER INFORMATION CONTACT:
Kevin C. Bruce or Andrew A. Gerber, Attorney-Advisers in the Division 
of Corporation Finance or Amy Bowerman Freed, Deputy Chief Counsel, 
Division of Corporation Finance at (202) 942-2900.

SUPPLEMENTARY INFORMATION: The public hearings concern the 
effectiveness of the safe harbor for forward-looking statements, as set 
forth in Rule 175 under the Securities Act, Rule 3b-6 under the 
Exchange Act, Rule 103A under the Public Utility Holding Company Act 
and Rule 0-11 under the Trust Indenture Act. At the conclusion of these 
hearings, the Commission will determine whether it is necessary or 
appropriate in the public interest or for the protection of investors 
to propose amendments to its rules and regulations.

I. Introduction

    As noted in the Concept Release, the Commission is interested in 
obtaining the views of the public on a variety of issues pertaining to 
the safe harbor. The Commission expects that each witness will deliver 
a brief statement. Following that testimony, members of the Commission 
and its staff may pose questions to each witness concerning his or her 
testimony as well as other matters raised in the Concept Release.

II. Schedule of Appearances

    The Commission has designated Jonathan G. Katz, Secretary, as the 
hearing officer of the Commission. The Commission will issue orders 
designating additional hearing officers as necessary. The schedules of 
appearances for both hearings are presented below.

A. The Washington Hearings

Monday, February 13, 1995
10:00 am: Secretary Robert B. Reich--United States Department of Labor
11:00 am:

Bespeaks Caution Proposal

    Professor John C. Coffee, Jr.--Columbia University in the City of 
New York School of Law

Heightened Definition Proposal

    Mr. James P. Melican--Chairman, [[Page 7236]] National Association 
of Manufacturers Corporate Finance and Management Committee, Executive 
Vice President Legal and External Affairs, International Paper

Seasoned Issuer Proposal

    Mr. Christopher J. Murphy III, Chairman, Association of Publicly 
Traded Companies, to be accompanied by Mr. Brian T. Borders, President, 
Association of Publicly Traded Companies

Reasonable Basis In Fact Proposal

    National Association of Securities and Commercial Law Attorneys--
[witness to be named].

Opt-in Proposal

    Harvey Pitt, Esquire--Fried, Frank, Harris, Shriver & Jacobson

Disimplication Theory

    Professor Joseph Grundfest, Stanford University School of Law

1:00 pm: Break
1:30 pm: Professor Joel Seligman, University of Michigan Law School, 
Carl Schneider, Esq., Wolf Block Schorr & Solis-Cohen, Securities 
Registration Standing Committee of the Association of the Bar of the 
City of New York--[witness to be named]
2:00 pm: North American Securities Administrators Association--[witness 
to be named]
2:30 pm: New York Stock Exchange [witness to be named], American Stock 
Exchange--Mr. James F. Duffy, Executive Vice President and General 
Counsel, National Association of Securities Dealers--Mr. Joseph R. 
Hardiman, President and Chief Executive Officer.
3:15 pm: Bell Atlantic Corporation, Mr. P. Alan Bulliner, Vice 
President, Corporate Secretary and Counsel, MCI Corporation, Mr. John 
R. Worthington, Senior Vice President and General Counsel, Legent 
Corporation, Mr. John Burton, President, Storage Technology 
Corporation, Richard Bland, Esq., Deputy General Counsel
4:00 pm: American Institute of Certified Public Accountants--Mr. 
Phillip B. Chenok, President and Richard Miller Esq., General Counsel, 
Price Waterhouse LLP, Mr. Arthur Siegel, Vice Chairman, Audit and 
Business Advisory Services, to be accompanied by Andrew J. Pincus Esq., 
Mayer, Brown and Platt
4:45 pm: United Brotherhood of Carpenters, Mr. Edward Durking, Director 
Special Programs Department, International Brotherhood of Teamsters, 
Mr. Bartlett Nayor, National Coordinator Office of Corporate Affairs
5:15 pm: State of Connecticut, Christopher Burnham, Treasurer
Tuesday, February 14, 1995
10:00 am: American Electronics Association--[witnesses to be named], 
Manufacturers Alliance, Mr. Francis W. Homan, Jr., Vice President and 
Secretary, Business Software Alliance--[witness to be named], Software 
Publishers Association--[witness to be named]
11:00 am: Business Roundtable--Mr. John A Georges, Chairman of the 
Corporate Governance Task Force and Chairman and CEO of International 
Paper, to be accompanied by Joseph McLaughlin, Esquire, Brown & Wood
11:30 am: National Venture Capitalists Association
11:45 am: Association for Investment Management and Research, Mr. Tom 
Moore, CFA, Chair, Corporate Information Committee and Senior Vice 
President, State Street Research and Management Co., National Investor 
Relations Institute, Mr. Louis M. Thompson, Jr., President and CEO
12:20 pm: University of Michigan School of Business Administration, 
Douglas Skinner The Conference Board, Dr. Carolyn Brancato, Research 
Director, Corporate Governance

B. The San Francisco Hearings

Thursday, February 16, 1995
10:00 am: Disimplication Theory
    Professor Joseph Grundfest, Stanford University School of Law

Seasoned Issuer Proposal

    Mr. George Kadonada, Vice-Chairman, Association of Publicly Traded 
Companies, to be accompanied by Mr. Brian T. Borders, President, 
Association of Publicly Traded Companies

Reasonable Basis in Fact Proposal

    National Association of Securities and Commercial Law Attorneys--
(witness to be named later), Bruce Alan Mann, Esquire, Morrison & 
Foerster

11:30 am: Software Publishers Association--(witness to be named), 
Software Industry Coalition(witness to be named), ITAA--Douglas C. 
Jerger, Vice-President American Software Association
12:30 pm: Break
1:30 pm: California Public Employees' Retirement System, Ms. Kayla J. 
Gillan, Assistant General Counsel
2:00 pm: Western Association of Venture Capitalists, Mr. Authur 
Patterson, Accel Partners, Mr. Douglas Carlisle, Menlo Ventures, Mr. 
Philip Gianos, InterWest Partners
2:45 pm: Hewlett-Packard, Robert P. Wayman, Executive Vice President 
Finance and Administration/Chief Financial Officer
3:00 pm: Sybase, Inc., Michael Engelhardt, Vice President of External 
Affairs
3:15 pm: Motorola--(witness to be named)
3:30 pm: BankAmerica, Michael J. Halloran, Executive Vice President and 
General Counsel