[Federal Register Volume 60, Number 95 (Wednesday, May 17, 1995)]
[Rules and Regulations]
[Pages 26604-26623]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 95-12007]




[[Page 26603]]

_______________________________________________________________________

Part VII





Securities and Exchange Commission





_______________________________________________________________________



17 CFR Part 202 et al.



Prospectus Delivery; Securities Transactions Settlement; Final Rule

  Federal Register / Vol. 60, No. 95 / Wednesday, May 17, 1995 / Rules 
and Regulations   
[[Page 26604]] 

SECURITIES AND EXCHANGE COMMISSION

17 CFR Parts 202, 228, 229, 230, 232, 239, 240, 270, and 274

[Release No. 33-7168; 34-35705; IC-21061; File No. S7-7-95]
RIN 3235-AG40


Prospectus Delivery; Securities Transactions Settlement

AGENCY: Securities and Exchange Commission.

ACTION: Final rules.

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SUMMARY: The Commission is adopting revisions to its rules and forms 
and a new rule in order to implement two solutions to prospectus 
delivery issues arising in connection with the change to T+3 securities 
transaction settlement. These revisions, among other things, include 
changes that highlight the location of the risk factor disclosure 
within the prospectus. In addition, the Commission is eliminating an 
exemption from T+3 settlement for purchases and sales of securities 
pursuant to a firm commitment offering, providing a T+4 time frame to 
firm commitment offerings under certain conditions, and adopting a 
modified procedure whereby participants in firm commitment offerings 
may agree to an extended settlement time frame.

EFFECTIVE DATE: The new rule and the revisions to rules and forms are 
effective June 7, 1995.

FOR FURTHER INFORMATION CONTACT:
Anita Klein, Joseph Babits or Michael Mitchell (202) 942-2900, Division 
of Corporation Finance; and, with regard to questions concerning 
revisions to the T+3 settlement rule, Jerry W. Carpenter or Christine 
Sibille, (202) 942-4187, Division of Market Regulation; and, with 
regard to questions concerning Rule 15c2-8 revisions, Alexander Dill, 
(202) 942-4892, Division of Market Regulation; and, with regard to 
questions concerning the application to investment companies, Kathleen 
Clarke, (202) 942-0721, Division of Investment Mangement, U.S. 
Securities and Exchange Commission, Washington, DC. 20549.
SUPPLEMENTARY INFORMATION:

I. Introduction and Background

    On October 6, 1993, the Commission adopted Rule 15c6-1\1\ under the 
Securities Exchange Act of 1934 (the ``Exchange Act'').\2\ That rule is 
scheduled to become effective on June 7, 1995.\3\ Rule 15c6-1 requires 
that the standard settlement time frame for most broker-dealer trades 
be three business days after the trade (hereinafter ``T + 3''). Rule 
15c6-1 provides a limited exemption from T + 3 for the sale or 
securities for cash pursuant to a firm commitment offering registered 
under the Securities Act of 1933 (the ``Securities Act'').\4\ Resales 
of such securities, however, remain within T + 3.

    \1\17 CFR 240.15c6-1. See Exchange Act Release No. 33023 (Oct. 
6, 1993) (58 FR 52891).
    \2\15 U.S.C. 78a et seq.
    \3\See Exchange Act Release No. 34952 (Nov. 9, 1994) (59 FR 
59137).
    \4\15 U.S.C. 77a et seq.
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    Since the adoption of Rule 15c6-1, members of the brokerage 
community have suggested that the Commission eliminate this exemption 
because, among other reasons, the bifurcated settlement cycle created 
for initial sales and resales of new issues\5\ would be disruptive to 
broker-dealer operations and to the clearance and settlement system.

    \5\The term ``new issues'' as used herein refers to both initial 
public offerings and offerings of additional securities by 
companies.
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    According to the brokerage community, the primary reason that 
settlement within T + 3 is not feasible for many new issues is the 
amount of time it takes to print and deliver prospectuses.\6\

    \6\Some of these timing difficulties can be expected to be 
alleviated as markets increasingly rely on non-paper delivery media. 
In recognition of that development, the staff issued an interpretive 
letter to facilitate the use of electronic transmission to satisfy 
prospectus delivery requirements. Brown & Wood (Feb. 17, 1995). The 
Division of Corporation Finance staff, in addition to issuing the 
Brown & Wood letter, is considering generally delivery under the 
Securities Act of prospectuses through other non-paper media (e.g., 
audiotapes, videotapes, facsimile, directed electronic mail, and CD 
ROMs). The staff anticipates submitting to the Commission in the 
near future recommendations intended both to facilitate compliance 
with the Securities Act's prospectus delivery requirements and to 
encourage continued technological developments of non-paper delivery 
media.
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    Two proposals to ease prospectus delivery within T + 3 were 
submitted for Commission consideration. One was submitted by the 
Securities Industry Association (``SIA'') and one was submitted by a 
group of four investment firms: CS First Boston Corporation, Goldman, 
Sachs & Co., Lehman Brothers Inc. and Morgan Stanley & Co. Incorporated 
(the ``Four Firms'').\7\ These proposals recommended markedly different 
solutions to accomplishing prospectus delivery within T + 3.

    \7\See letter from Robin Shelby, CS First Boston Corporation; 
Goldman, Sachs & Co.; Steven Barkenfield, Lehman Brothers Inc.; and 
John Ander, Morgan Stanley & Co. Inc. to Anita Klein, Securities and 
Exchange Commission, dated Jan. 24, 1995 and letter from Goldman, 
Sachs to Anita Klein, Securities and Exchange Commission, dated Feb. 
3, 1995. See also letter from Joseph McLaughlin , Brown & Wood, on 
behalf of the Securities Industry Association, to Anita Klein, 
Securities and Exchange Commission, dated Feb. 1, 1995. Copies of 
these proposals are available for inspection and duplication at the 
Commission's Public Reference Room, 450 Fifth St. NW., Washington, 
DC 20549, File Number S7-7-95.
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    On February 21, 1995, the Commission proposed new Rule 434 and 
amendments to existing rules and forms based upon these two 
proposals.\8\ The Commission sought comment regarding which approach 
should be implemented, or whether the Commission should implement both 
approaches and thereby allow market participants a choice as to which 
to use in any given offering. Twenty-nine comment letters were received 
in response to the Proposing Release.\9\ Most commenters addressing the 
question of whether to adopt one or both approaches favored the 
adoption of both of the Commission's approaches.

    \8\See Securities Act Release No. 7141 (Feb. 21, 1995) (60 FR 
10724) (hereinafter, the ``Proposing Release'').
    \9\These letters of comment and a summary thereof are available 
for inspection and duplication at the Commission's Public Reference 
Room, 450 Fifth Street NW., Washington, DC 20549, File No. S7-7-95.
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    As described in greater detail below, the Commission is adopting 
both approaches, largely as proposed, to provide market participants 
with the flexibility of selecting between alternative methods to 
expedite prospectus delivery under a T + 3 clearance and settlement 
system.\10\ Because of the concerns expressed by some commenters with 
respect to the potential for investor confusion, however, the 
Commission intends to monitor closely disclosure practices that develop 
under the new rules and will undertake revisions to the rules if 
necessary to address investor problems.

    \10\As adopted, the approaches will apply specifically to 
certain investment companies registered under the Investment Company 
Act of 1940 (15 U.S.C. 80a-1 et seq.) (hereinafter, the ``Investment 
Company Act'') (i.e., closed-end investment companies and unit 
investment trusts (``UITs'')). See infra Sections II.A.8. and 
II.B.3.d.
    On February 21, 1995, the Commission also proposed amendments to 
Rule 15c6-1 to eliminate the current exemption for firm commitment 
offerings except offerings of asset-backed securities and structured 
securities, to provide for a T+4 standard settlement period for 
offerings priced after the close of the markets (``after-market 
pricings''), and to permit the managing underwriter to establish T+3, 
T+4, or T+5 as the standard settlement period for an entire offering if 
certain conditions were met. In general, commenters favored the 
proposed amendments to Rule 15c6-1. Many [[Page 26605]] commenters, 
however, objected to the requirements and limitations contained in the 
T+3, T+4, or T+5 proposal. As described below, the Commission is 
eliminating the blanket exemption from Rule 15c6-1 for firm commitment 
offerings, is adopting the T+4 standard for after-market pricings, and 
is adopting a revised provision authorizing exceptions from T+3 
settlement for certain firm commitment offerings.\11\

    \11\With the help of staff of the Commission's Division of 
Corporation Finance and Office of General Counsel, the Commission's 
Advisory Committee on the Capital Formation and Regulatory Processes 
is examining the relative costs and benefits of the Securities Act's 
transactional registration scheme, including the prospectus delivery 
requirements. See Commission File No. 265-20.
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II. Prospectus Delivery Approaches

A. The Four Firms Approach

    The Four Firms proposal was premised on the view that the process 
of preparing and delivering prospectuses in new issues could be 
accelerated sufficiently to comply with T+3 if six steps were taken by 
the Commission to facilitate the printing of a significant portion of 
the final prospectus prior to pricing. Those six steps, noted below, 
are being adopted substantially as proposed.\12\ Except as otherwise 
noted, these steps are applicable to any offering.

    \12\For a discussion of the application of the Four Firms 
approach to investment companies, see infra Section II.A.8.
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1. Re-ordering of Prospectuses
    As was proposed, the Commission is adopting rule revisions enabling 
the contents of prospectuses to be re-ordered to expedite the printing 
process.\13\ All portions likely to be subject to change at the time of 
pricing may be placed together in the beginning of the prospectus after 
the front cover page in a ``pricing-related information'' section, or 
may be wrapped around the remainder of the prospectus just inside the 
front and back cover pages.\14\ While summary and risk factors sections 
must remain in the forepart of the prospectus, those sections may 
immediately follow the ``pricing-related information'' section rather 
than preceding it. To ensure that investors continue to be able to 
locate the risk factors section in all offerings with ease, however, 
rule revisions also provide that the currently required cross reference 
to that section on the cover page of the prospectus now identify with 
specificity (e.g. by page number) the location of that section within 
the prospectus.\15\ In addition, rule revisions require that the risk 
factors section be captioned within the prospectus as ``Risk Factors'' 
and clarify that the table of contents required on the back cover of 
the prospectus must include a reference to the risk factors section and 
specify the page number on which it begins.\16\

    \13\Certain Commission rules that specify the location of 
information in the forepart of the prospectus, or in a specified 
order within the prospectus, are being revised to eliminate certain 
requirements regarding location. See revisions to Items 503(b) and 
503(c) of Regulation S-K, 17 CFR 229.503(b) and 229.503(c); Items 
503(b) and 503(c) of Regulation S-B, 17 CFR 228.503(b) and 
228.503(c); and Securities Industry Guide 4, 17 CFR 229.801(d). 
Consistent with the proposal, no revision has been made to order and 
location rules that relate to specific and limited classes of 
transactions. See Items 903(a) and 904(a) of Regulation S-K, 17 CFR 
229.903(a) and 229.904(a) (summary of a roll-up transaction, 
reasonably detailed description of each material risk and effect of 
the roll-up transaction); Securities Act Industry Guide 5, 17 CFR 
229.801(e), (real estate limited partnerships suitability 
standards). In addition, issuers of limited partnership interests 
and other real estate investment vehicles must continue to comply 
with the disclosure guidance set forth in Securities Act Release No. 
6900 (June 17, 1991) (56 FR 28979).
    \14\Commenters noted that, if prospectuses are printed in a 
folio manner, moving pricing-related information to the front of the 
prospectus may not result in earlier printing of the remainder of 
the prospectus. Thus, the Commission is providing the flexibility to 
``wrap'' the ``pricing-related information'' section. Of course, 
whether the price-related information is set forth in the front or 
wrapped, the information set forth in the prospectus must be 
presented in a clear, concise and understandable fashion, as 
required by Rule 421(b) under the Securities Act, 17 CFR 230.421(b). 
See also Rule 421(a) under the Securities Act, 17 CFR 230.421(a), 
which requires that information in a prospectus be set forth in a 
fashion so as not to obscure any of the required information or any 
information necessary to keep the required information from being 
incomplete or misleading; and Securities Act Release No. 6900 (June 
17, 1991) (56 FR 28979).
    \15\See revisions to Regulation S-K Item 501(c)(4), 17 CFR 
229.501(c)(4), and Regulation S-B Item 501(a)(4), 17 CFR 
228.501(a)(4). As revised, the rules also require that the cross 
reference be printed in bold-face roman type at least as high as 
twelve-point modern type and at least two points leaded.
    \16\See revisions to Item 503(c)(1), 17 CFR 229.503(c)(1) and 17 
CFR 228.503(c)(1); Item 502(g), 17 CFR 229.502(g); Item 502(f), 17 
CFR 228.502(f).
    Further, rule revisions provide that specific information currently 
required on the prospectus cover pages may be placed under an 
appropriate caption elsewhere in the prospectus.\17\ Otherwise, the 
prospectus cover pages must continue to contain information currently 
specified by Commission rules.\18\

    \17\See revisions to Item 502 (a), (b), (c) and (f) of 
Regulation S-K, 17 CFR 229.502(a), 229.502(b), 229.502(c) and 
229.502(f); revisions to Item 502 (a), (b) and (c) of Regulation S-
B, 17 CFR 228.502(a), 229.502(b) and 228.502(c); and revisions to 
the Instruction following Item 502(f) of Regulation S-B, 17 CFR 
228.502(f). These revisions relate to disclosure regarding: The 
availability of Exchange Act information about the registrant, the 
nature of reports to be given to security holders, undertakings with 
respect to information incorporated by reference, and the 
enforceability of civil liabilities against certain foreign persons.
    \18\See Item 501(c) of Regulation S-K, 17 CFR 229.501(c) 
(outside front cover page); Item 502 (d), (e) and (g) of Regulation 
S-K, 17 CFR 229.502(d), 229.502(e), and 229.502(g) (inside front 
cover page and outside back cover page); Item 501 of Regulation S-B, 
17 CFR 228.501 (outside front cover page); and Item 502 (d), (e) and 
(f) of Regulation S-B, 17 CFR 228.502(d), 228.502(e) and 228.502(f) 
(inside front cover page and outside back cover page).
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    The ``pricing-related information'' section may include those 
portions of a prospectus that may change as a result of pricing, such 
as use of proceeds, capitalization, pro forma financial information, 
dilution, selling shareholder information and shares eligible for 
future sale.\19\ The pricing information portion itself may be included 
in the price-related information section. These adopted rule revisions 
which allow re-ordering of information within a prospectus for 
convenience in printing do not alter existing requirements with respect 
to the filing of post-effective amendments or supplements with the 
Commission when material changes or additions affect information set 
forth in the prospectus contained in an effective registration 
statement. However, other rule revisions discussed below do alter 
existing requirements.

    \19\See Instruction to Item 503(c) of Regulations S-K and S-B, 
17 CFR 229.503(c) and 228.503(c).
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2. Changes in Offering Size and Estimated Price Range
    To prevent delays in printing prospectuses that arise when the size 
of an offering is changed after the effective date of the registration 
statement, or the pricing of the securities falls outside the estimated 
range, the Commission under specified conditions is eliminating or 
streamlining the filings that result. Although originally contemplated 
only for Rule 430A offerings, the adopted revisions provide the same 
flexibility for all registered offerings.
a. Registration of Classes of Securities
    In order to minimize the instances in which an increase in the 
offering size would result in the need to file a new registration 
statement, rule revisions are being adopted to increase registrants' 
flexibility with respect to the amount of securities being registered 
in an offering. Under the revised rules, an issuer is permitted to 
register securities in an offering by specifying only the title of the 
class of securities to be registered and the proposed maximum aggregate 
offering price.\20\ Except in the case of [[Page 26606]] the 
unallocated shelf procedure available to Form S-3-eligible companies, 
the aggregate dollar amount associated with each class of securities 
offered must be disclosed in the ``Calculation of Registration Fee'' 
table. Where issuers register a greater amount of securities than 
needed in the offering, such additional securities may be carried 
forward to a subsequent registration statement without incurring an 
additional registration fee.\21\

    \20\See revisions to Rule 457(o) under the Securities Act, 17 
CFR 230.457(o). The amount of securities to be registered and the 
proposed maximum offering price per unit are no longer required to 
be set forth in the ``Calculation of Registration Fee'' table. Of 
course, an issuer may continue to specify such information therein 
if it so chooses and relies upon Rule 457(a). Regardless of the 
method chosen for the ``Calculation of Registration Fee'' table, 
however, the registrant continues to be required to specify in the 
prospectus the amount of securities being offered and, where the 
registrant is not a reporting company, a bona fide estimate of the 
range of the maximum offering price. See Rule 501(c)(6) of 
Regulation S-K, 17 CFR 229.501(c)(6) and Rule 501(6) of Regulation 
S-B, 17 CFR 228.501(6).
    \21\See revisions to Rule 429, 17 CFR 230.429. Under Rule 429, 
in a new registration statement filed in the future for another 
offering of that class of securities, the registrant would indicate 
in a footnote to the ``Calculation of Registration Fee'' table that 
part of the registration fee had been paid previously in connection 
with an earlier registration statement. The footnote must specify 
the exact dollar amount of the fee being carried over and the 
related registration statement file number.
b. Increases in Offering Size--Registration of Additional Securities
    When the pricing terms of an offering are finalized, it is not 
unusual for changes to be made in the offering size through adjustments 
to both price and volume.\22\ Where this process requires registration 
of additional securities, the revised rules and forms permit the filing 
of an abbreviated registration statement to register the additional 
amount of securities to be offered and sold.\23\ Such an abbreviated 
registration is available to an issuer that is registering additional 
securities in an amount and at a price that together represent no more 
than a 20% increase in the maximum aggregate offering price set forth 
in the ``Calculation of Registration Fee'' table in the earlier 
effective registration statement.\24\ Such registration would consist 
of: The facing page, a statement incorporating by reference the 
contents of the earlier registration statement relating to the 
offering, all required consents and opinions, and the signature page. 
While not required by the rule, the registrant also may include in the 
new registration statement, instead of in a filing under Rule 424, any 
price-related information with respect to the offering that was omitted 
from the earlier registration statement pursuant to Rule 430A.\25\ The 
abbreviated registration statement must be filed prior to the time 
sales are made and confirmations are sent or given, and will become 
effective automatically upon filing.\26\ As adopted, this abbreviated 
registration format is available regardless of whether the earlier 
registration statement was prepared in reliance upon Rule 430A.

    \22\While participants in a registered distribution may only 
offer the amount of securities registered to be offered, it is 
possible that indications of interest received in response to such 
offers may exceed the amount registered to be offered. Sales of 
securities in excess of the volume initially registered will not 
result in Section 5 liability if the participants in the 
distribution did not solicit indications of interest in an amount in 
excess of that registered and the procedures discussed in this 
section are followed.
    \23\See revisions to General instructions of Forms SB-1, SB-2, 
S-1, S-2, S-3, S-11, F-1, F-2 and F-3.
    \24\In the context of an offering from a shelf registration 
statement, the 20% increase would be measured based upon the amount 
of securities on the shelf.
    \25\Consistent with offerings where a new registration statement 
is not required to be filed as a result of a change of no more than 
20% in the size of the offering, information necessary to update 
disclosure contained in the earlier registration statement as a 
result of the increase may be reflected in a form of prospectus 
filed under Rule 424(b), 17 CFR 230.424(b). See infra Section 
II.A.2.c.
    \26\See Rule 462(b), 17 CFR 230.462(b). The registration 
statement is deemed to be a part of the earlier registration 
statement relating to the offering. See, e.g., General Instruction 
V. to Form S-1.
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    In addition to providing an abbreviated registration format for 
such increases in offering size, rule revisions allow such registration 
statements to be filed promptly even when pricing occurs after the 
Commission's business hours.\27\ Such a registration statement may be 
filed with the Commission by persons other than mandated electronic 
filers by transmitting a single copy of it via facsimile to the 
Commission's principal office from 5:30 p.m. to 10 p.m.\28\ Electronic 
filers may file such a registration statement from 5:30 p.m. to 10 p.m. 
by transmitting it through EDGAR.\29\ Such filings become automatically 
effective upon receipt by the Commission of the complete facsimile or 
EDGAR copy and payment of the filing fee.

    \27\See revisions to Rule 110, 17 CFR 230.110; Rule 402, 17 CFR 
230.402; Rule 455, 17 CFR 230.455; and Rule 472, 17 CFR 230.472; 
Rule 13, 17 CFR 232.13 and Rule 3a, 17 CFR 202.3a.
    \28\Effective June 7, 1995, the telephone number for that 
facsimile machine is (202) 942-7333 and the telephone number for the 
staff person that can answer questions regarding such facsimiles 
between the hours of 5:30 p.m. and 10 p.m. (Eastern Standard Time or 
Eastern Daylight Savings Time, whichever is currently in effect) is 
(202) 942-8900. Filings (other than electronic filings through 
EDGAR) between 5:30 p.m. and 10 p.m. on Forms SB-1 and SB-2 for this 
purpose must be sent via this facsimile system to the Commission's 
principal office rather than to the regional or district offices of 
the Commission.
    \29\The new EDGAR form types for purposes of registration 
statements under Rule 462 are S-1MEF, S-2MEF, S-3MEF, F-1MEF, F-
2MEF, F-3MEF, SB-1MEF and SB-2MEF. A post-effective amendment to any 
of these new form types should be designated as form type POS462B. 
With respect to other aspects of the adopted proposals and 
electronic filers, see also infra Section IV.
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    To accommodate payment of the filing fee after the close of banking 
hours, rule revisions provide that payment with respect to such 
registration statements may be made by: (i) Instructing a bank or wire 
transfer service to transmit a wire transfer to the Commission of the 
requisite amount as soon as practicable (but in any event no later than 
the close of the next business day following the date the registration 
statement is faxed to the Commission); and (ii) providing specific 
certifications to the Commission with the abbreviated registration 
statement.\30\ Specifically, the registrant must certify to the 
Commission that: The registrant (or its agent) has so instructed its 
bank or a wire transfer service to pay the Commission; that it will not 
revoke such instructions; and that it has sufficient funds in the 
relevant account to cover the amount of the filing fee. These 
instructions may be transmitted on the day of filing the registration 
statement after the close of business of such bank or wire transfer 
service, provided that the registrant undertakes to confirm receipt of 
such instructions by the bank of wire transfer service the following 
business day.

    \30\See revisions to Rule 111, 17 CFR 230.111. This payment 
certification document accompanying an abbreviated registration 
statement should be transmitted by electronic filers under EDGAR 
form type CORRESP.
c. Changes in Offering Size; Deviation From Price Range
    Currently, a post-effective amendment is not required to be filed 
where there is a decrease in volume of securities offered or the actual 
offering price is outside the disclosed estimated price range, unless 
such decrease or change would change materially the disclosure included 
in the registration statement at the time of effectiveness.\31\ Under 
the revised rules, a post-effective amendment does not have to be filed 
in connection with any registered offering if there is a decrease or 
increase in the offering size (if such an increase would not require 
additional securities to be registered) and/or the actual price is 
outside the estimated price range if, in the aggregate, the new size 
and price represent no more than a 20% change in the maximum aggregate 
offering price set forth in the ``Calculation of 
[[Page 26607]] Registration Fee'' table in the effective registration 
statement.\32\

    \31\See Securities Act Release No. 6964 (Oct. 22, 1992) (57 FR 
48970) for a discussion of the materiality standard as it applies to 
these changes.
    \32\See revision to Instruction to Paragraph (a) of Rule 430A, 
17 CFR 230.430A and revisions to Item 512(a)(1)(ii) of Regulations 
S-K and S-B, 17 CFR 229.512(a)(1)(ii) and 228.512(a)(1)(ii). This 
revision pertains to changes in offering size that occur at pricing 
and does not extend to changes made after that time. While no post-
effective amendment is required to be filed, issuers continue to be 
responsible for evaluating the effect of a volume change or price 
deviation on the accuracy and completeness of disclosure made to 
investors. When there is a change in offering size or deviation from 
the price range beyond the 20% threshold, a post-effective amendment 
would continue to required only if such change or deviation 
materially changes the previous disclosure. Of course, if an 
increase beyond the 20% threshold requires registration of 
additional securities, a new registration statement updated in all 
respects must be filed.
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3. Manual Signatures and Incorporation by Reference of Opinions and 
Consents
    Under the proposal, rule revisions would have provided that 
duplicated or facsimile versions of manual signatures could be included 
on the signature page in place of the manual signatures currently 
required in a registration statement to increase the size of the 
offering. In response to comment, the rule revisions being adopted have 
been expanded to permit duplicated or facsimile versions of manual 
signatures in any registration statement or post-effective amendment 
filed under the Securities Act and any reports filed under the Exchange 
Act.\33\ These revisions will provide the same flexibility to all paper 
filers that is accorded EDGAR filers. In addition, under the revised 
rules, signatures on required opinions and consents in such filings 
also may be duplicated or facsimile versions of manual signatures.\34\ 
In all cases where duplicated or facsimile versions of manual 
signatures are used, the registrant must maintain the manually signed 
version in its files for five years after the filing of the related 
document and provide it to the Commission or the staff upon request.

    \33\See revisions to Rule 402, 17 CFR 230.402; Rule 12b-11, 17 
CFR 240.12b-11; Rule 14d-1, 17 CFR 240.14d-1; and Rule 16a-3, 17 CFR 
240.16a-3.
    \34\See revisions to Rule 402, 17 CFR 230.402; Rule 439, 17 CFR 
230.439; Rule 12b-11, 17 CFR 240.12b-11; Rule 14d-1, 17 CFR 240.14d-
1; and Rule 16a-3, 17 CFR 2401.6a-3.
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    Rule revisions also allow opinions and consents required in 
abbreviated registration statements registering an additional 20% to be 
incorporated by reference to the extent that the opinions and consents 
contained in the earlier effective registration statement were drafted 
to apply to any subsequent registration statement filed solely to 
increase the offering up to a 20% threshold.\35\ Where opinions and 
consents cannot be incorporated, duplicated or facsimile versions of 
manual signatures may be included in the new opinion or consent 
required to be filed in the abbreviated registration statement.

    \35\See Rule 411(c) under the Securities Act, 17 CFR 230.411(c), 
new Rule 439(b) under the Securities Act, 17 CFR 230.439(b), and 
changes to General Instructions of Forms SB-1, SB-2, S-1, S-2, S-3, 
S-11, F-1, F-2 and F-3. In addition, Items 601(b)(24) of Regulations 
S-K and S-B, 17 CFR 229.601(b)(24) and 17 CFR 228.601(b)(24), are 
revised so that a power of attorney included in the earlier 
registration statement relating to the offering also may relate to 
the short-form registration statement filed to register the 
additional securities.
4. Rule 430A Pricing Period
    As was proposed, the Commission is extending the period during 
which a prospectus supplement containing pricing and other related 
information omitted from a registration statement may be filed pursuant 
to Rule 430A under the Securities Act.\36\ The ``pricing'' period is 
extended from five to fifteen business days after the effective date of 
the registration statement or any post-effective amendment thereto. 
Although originally proposed as an extended ten-business-day period, 
the adopted fifteen-business-day period should provide additional 
flexibility for purposes of complying with T+3, without defeating the 
purpose of that limitation.\37\

    \36\See revisions to Rule 430A(a)(3), 17 CFR 230.430A(a)(3).
    \37\The principal purpose of the original five-day limitation 
was to prevent delayed offerings being made under Rule 430A by 
persons that do not meet the criteria for use of shelf registration. 
See Securities Act Release No. 6714 (May 27, 1987) (52 FR 21252).
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    Where a Rule 430A offering is not priced within the fifteen-day 
period, a post-effective amendment updated in all respects that either 
restarts the pricing period or contains the Rule 430A pricing 
information (i.e. similar to a traditional pricing amendment) must be 
filed and effective prior to sales. While no changes to this 
requirement are being made, other rule revisions are being adopted to 
minimize the delay that could result. Such a post-effective amendment, 
which must be filed prior to the time sales are made and confirmations 
are sent, will become effective upon filing if the prospectus contained 
therein contains no material changes from, or additions to, the 
prospectus previously filed as part of the effective registration 
statement other than the price-related information omitted from the 
registration statement in reliance on Rule 430A.\38\ A company filing a 
post-effective amendment that reflects other material prospectus 
changes or additions (other than the ``20% increase in offering size'' 
changes) would follow current procedures under which the post-effective 
amendment is subject to selective review and is declared effective.

    \38\See Rule 462(c), 17 CFR 230.462(c).
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5. Immediate Takedowns From a Shelf Registration
    The Four Firms proposal requested that the Commission permit 
immediate takedowns after a shelf registration statement becomes 
effective. As indicated in the Proposing Release, immediate offerings 
from an effective shelf registration statement currently are permitted. 
At the time of effectiveness, information in the shelf registration 
statement is required to the extent it is known or reasonably available 
to the registrant.\39\ Accordingly, if an offering of securities is 
certain at the time the shelf registration statement becomes effective, 
the relevant information (e.g, description of securities, plan of 
distribution and use of proceeds) must be disclosed with respect to the 
securities subject to the immediate takedown and the Rule 430A 
undertakings should be included (if the issuer wants Rule 430A pricing 
flexibility).

    \39\See Rule 409, 17 CFR 230.409.
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6. Acceleration of Effectiveness
    As was proposed, adopted rule revisions allow requests to 
accelerate effectiveness of registration statements to be transmitted 
to the Commission by fax transmission. In addition, rule revisions 
permit oral requests for acceleration to be made, \40\ provided that 
the Commission previously receives a letter indicating that the 
registrant and the managing underwriter may make oral requests for 
acceleration and that they are aware of their obligations under the 
Securities Act.\41\

    \40\See Securities Act Rule 461(a), 17 CFR 230.461(a). Both an 
authorized representative of the registrant and an authorized 
representative of the managing underwriter will be required to make 
such request orally. The rule revisions do not adopt a requirement 
suggested by some commenters that an oral request be followed by 
transmission to the Commission of a written request, nor are 
facsimile or duplicate versions required to be followed by 
transmission to the Commission of the manually signed versions.
    \41\See Securities Act Rule 461(a), 17 CFR 230.461(a). The 
liability of persons who sign the registration statement, the 
underwriters and others under section 11(a) of the Securities Act, 
15 U.S.C. 77k(a), is based upon the registration statement at the 
time it becomes effective.
    In order to facilitate the ability of the Commission staff, 
pursuant to delegated authority, to reach a determination to accelerate 
effectiveness based on the public availability of information and 
[[Page 26608]] other factors set forth in section 8(a) of the 
Securities Act,\42\ persons making oral acceleration requests should be 
prepared to provide orally the prospectus dissemination information 
that typically is set forth in a written acceleration request. Such 
information generally includes: The date of the preliminary prospectus 
distributed, the approximate dates of distribution, the number of 
prospectus underwriters and dealers to whom the preliminary prospectus 
was furnished, the number of prospectuses so distributed, and the 
number of prospectuses distributed to others, identifying them in 
general terms.\43\ In addition, in the case of non-reporting companies, 
an affirmative statement from the managing underwriter may be requested 
with regard to whether it has been informed by participating 
underwriters and dealers that copies of the preliminary prospectus have 
been or are being distributed to all persons to whom it is then 
expected to mail confirmations not less than 48 hours prior to the time 
it is expected to mail such confirmations.\44\

    \42\15 U.S.C. 77h(a).
    \43\See Rule 418(a)(7), 17 CFR 230.418(a)(7). See also Rule 460, 
17 CFR 230.460.
    \44\See Rule 418(a)(7)(vi), 17 CFR 230.418(a)(7)(vi) and 
Securities Act Release No. 4968 (Apr. 24, 1969) (34 FR 7235). Of 
course, this information is not applicable to delayed shelf 
offerings.
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7. T+4 Settlement for Firm Commitment Offerings Priced After the Close 
of the Market
    As discussed elsewhere in this release, the Commission is 
eliminating the current exemption contained in Rule 15c6-1 for firm 
commitment offerings, thus bringing those transactions under a T+3 
settlement standard. In response to the Four Firms proposal, the 
Commission proposed an amendment to Rule 15c6-1 that would establish 
four business days after the trade date (``T+4'') as the standard 
settlement cycle for firm commitment offerings priced after 4:30 p.m. 
The vast majority of commenters who addressed this proposal expressed 
support for settlement on a T+4 basis.\45\ Several of these commenters 
reasoned that it is difficult to print and deliver the final prospectus 
within a T+3 settlement time frame when the securities are priced late 
in the day. These commenters also opined that the potential systemic 
and market risks associated with the T+4 provision should be limited 
because most of the secondary trading in the subject securities will 
not begin until the opening of the market on the next business day and, 
therefore, the primary issuance of securities will be available to 
settle secondary trading in the security.

    \45\One commenter argued that a T+4 standard was unnecessary 
because the override provision in paragraph (a) of Rule 15c6-1, if 
broadly interpreted, would provide sufficient flexibility to after-
market offerings. See letter from John Brandow, Davis Polk & 
Wardwell to Jonathan Katz, Securities and Exchange Commission, dated 
April 3, 1995. As discussed elsewhere in this release, the 
Commission is instead adopting a specific overridge provision for 
firm commitment offerings.
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    The T+4 provision in the Four Firms proposal was intended to 
provide time to deliver prospectuses by settlement. Establishing T+4 as 
the standard for this category of offerings also will provide certainty 
and reduce confusion as to the appropriate settlement cycle. 
Accordingly, the Commission is adopting the amendment for settlement of 
specific offerings on a T+4 basis with only minor technical 
corrections.\46\

    \46\See Rule 15c6-1(c), 17 CFR 15c6-1(c). As proposed, this 
paragraph provided an exemption for securities sold pursuant to a 
firm commitment offering. This language has been amended to clarify 
that the exemption applies to contracts for the sale of such 
securities and that the exemption only applies to sales from the 
issuer to the underwriter and initial sales by broker-dealers 
participating in the offering.
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8. Investment Companies
    The Commission requested comment on whether the Four Firms proposal 
should apply to investment companies. Commenters did not believe that 
open-end investment companies would require any special provisions to 
facilitate T+3 settlement because they are engaged in the continuous 
offerings of securities with pre-printed prospectuses, but endorsed the 
application of the Four Firms proposal to closed-end investment 
companies and unit investment trusts (``UITs''). The revisions to Rule 
430A (the extension of the pricing period and changes to offering size 
and price range), to Rule 461(a) (facsimile or oral accelerations of 
effective dates), and to Rule 15c6-1 (T+4 settlement for firm 
commitment offerings priced after 4:30 p.m.) by their terms apply to 
the registration statements of closed-end investment companies and 
UITs.\47\ The Investment Company Act permits UITs, but not closed-end 
investment companies, to increase the size of an offering by post-
effective amendment.\48\ Therefore, the Commission is adopting rule and 
form revisions that will permit closed-end investment companies to take 
advantage of the short-form registration statement that permits an 
increase in offering size.\49\ Under the rule and form amendments, as 
adopted, the Commission is not making any changes to re-order 
investment company prospectuses because the current prospectus 
requirements appear to provide sufficient flexibility to accommodate 
expedited printing of prospectuses.

    \47\As noted previously, the revised rules permit duplicated or 
facsimile versions of manual signatures in all reports filed under 
the Exchange Act, as well as registration statements filed under the 
Securities Act. The Commission is adopting similar revisions for 
investment companies. See revisions to Rule 8b-11, 17 CFR 270.8b-11.
    \48\See Section 24(e)(1) of the Investment Company Act, 15 
U.S.C. 80a-24(e)(1); see also Rule 485(b)(1)(i), 17 CFR 
270.485(b)(1)(i), which provides for the immediate effectiveness of 
a post-effective amendment filed by a UIT for the purpose of 
increasing the amount of securities proposed to be offered under 
Section 24(e)(1).
    \49\Modifications to the registration statement form for closed-
end investment companies, Form N-2 (17 CFR 274.11a), provide for the 
registration of additional securities pursuant to new Rule 462(b). 
Revisions to (i) paragraph (b) of Rule 483, which sets forth the 
exhibit requirements for investment company registration statement 
forms, provide that a power of attorney filed for a registration 
statement form also relates to a related registration statement form 
filed pursuant to Rule 462(b), and (ii) paragraph (c) of Rule 483 
provide that a consent may be incorporated by reference into a 
registration statement form filed pursuant to Rule 462(b) from a 
related registration statement form.
B. The SIA Approach

    The second part of the Commission's proposal was based on the 
proposal submitted by the SIA. The SIA proposal was predicated on the 
premise that prospectus delivery could be accomplished much more 
quickly if issuers could convey the Section 10(a) prospectus 
information in multiple documents delivered to investors at different 
times, rather than in a traditional, integrated final prospectus 
prepared through last-minute mass printing, shipping and mailing.
    Rule 434 under the Securities Act,\50\ which is based upon the SIA 
approach, is being adopted largely as proposed. Rule 434 permits 
participants in registered firm commitment underwritten offerings of 
securities for cash and specified registered offerings for cash made on 
an agency basis (hereinafter, ``eligible offerings'') to convey 
prospectus information in more than one document and allows such 
documents to be delivered to investors at separate intervals and in 
varying manners. Rule 434 does not require that a final, integrated 
prospectus be delivered to investors. In the aggregate, however, all 
required information will still be disclosed to investors prior to or 
at the same time as a confirmation is sent, either through physical 
delivery or, in the case of short-form registered offerings,\51\ 
through physical delivery and delivery by publication.

    \50\17 CFR 230.434.
    \51\``Short-form'' registration is used herein to refer to 
registration on Commission Forms S-3 or F-3. To be eligible to use 
short-form registration for a primary offering, an issuer must have 
a public float of $75 million and must have been reporting with the 
Commission for one year. See General Instructions I.A.3. and I.B.1. 
to Form S-3 and General Instructions I.A.1. and I.B.1. to Form F-
3. [[Page 26609]] 
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1. Non-Short-Form Registered Offerings
    As adopted, in eligible offerings not using short-form 
registration, persons may comply with their prospectus delivery 
obligations by delivering a preliminary prospectus,\52\ a term sheet, 
if necessary,\53\ and a confirmation.\54\ The term sheet is required to 
include all information material to investors with respect to the 
offering that is not disclosed in the delivered preliminary prospectus 
or the confirmation.\55\

    \52\``Preliminary prospectus'' is used herein to refer to either 
a preliminary prospectus used in reliance on Rule 430, 17 CFR 
230.430, or a prospect omitting information in reliance on Rule 
430A(a), 17 CFR 230.430A(a).
    \53\In order to reflect industry nomenclature, ``term sheet'' is 
used in this release to refer to the document called a 
``supplementing memorandum'' in the Proposing Release. In addition, 
``abbreviated term sheet'' is now used in place of ``abbreviated 
supplementing memorandum.'' Regardless of the nomenclature used, 
these documents constitute supplements to prospectuses subject to 
completion.
    \54\The preliminary prospectus, the term sheet and the 
confirmation may be delivered together or separately under Rule 434, 
provided that the former two are sent or given prior to or with the 
confirmation. See Rule 434(b)(1), 17 CFR 230.434(b)(1). See also 
Rule 434(c)(1), 17 CFR 230.434(c)(1) with respect to the preliminary 
or base prospectus, the abbreviated term sheet and the confirmation. 
Note that the prospectus delivery obligations pursuant to Rule 15c2-
8 under the Exchange Act are independent of those discussed in this 
section. A term sheet or abbreviated term sheet generally may not be 
sent or given prior to the preliminary or base prospectus given the 
limitations set by section 5(b)(1) of the Securities Act and the 
definition of ``prospectus'' set forth in section 2(10) of the 
Securities Act. The Commission will raise no objection where a 
preliminary or base prospectus being delivered separately is sent or 
given in a manner reasonably calculated to arrive prior to or at the 
same time with the term sheet or abbreviated term sheet but the term 
sheet or abbreviated term sheet nevertheless precedes the 
preliminary or base prospectus.
    \55\See Rule 434(b)(3), 17 CFR 230.434(b)(3).
    Neither the process of filing registration statements and 
amendments thereto, nor the Commission's registration statement review 
process, is intended to be altered in connection with the adoption of 
Rule 434.\56\ Rule 434 requires that the preliminary prospectus and the 
term sheet, taken together, not materially differ from the disclosure 
included in the effective registration statement.\57\ The term sheet 
must be filed with the Commission within two business days after the 
earlier of pricing or first use.\58\ Thus, term sheets generally will 
not be reviewed prior to use. Except in the case of delayed shelf 
offerings, the term sheet is deemed to be a party of the registration 
statement as of the time such registration statement was declared 
effective.\59\ In the case of such delayed offerings, the term sheet is 
deemed to be a part of the registration statement as of the time the 
term sheet is filed with the Commission.\60\

    \56\As under current practice, the staff will continue to 
consider whether recirculation of a prospectus is needed when there 
are material changes in disclosure arising after the prospectus 
subject to completion has been given to investors. See Rules 460 and 
461(b), 17 CFR 230.460 and 230.461(b).
    \57\See Rule 434(b)(2), 17 CFR 230.434(b)(2). The disclosure in 
the preliminary prospectus and term sheet would be measured against 
the disclosure set forth in the registration statement as of its 
effective date, including omitted Rule 430A price-related 
information deemed a part thereof by virtue of Rule 430A(b), 17 CFR 
230.430A(b).
    \58\See Rule 424(b)(7), 17 CFR 230.424(b)(7). Each filed copy of 
a term sheet or abbreviated terms sheet, like other filings under 
Rule 424, must contain in the upper right corner of its cover page a 
reference to the part of Rule 424 under which the filing is made 
(i.e. Rule 424(b)(7)) and the file number of the registration 
statement to which the prospectus relates. See Rule 424(e), 17 CFR 
230.424(e).
    \59\See Rule 434(d), 17 CFR 230.434(d).
    \60\Id.
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    Several commenters on the Proposing Release suggested that the 
Commission require that a second preliminary prospectus (either an 
updated version or another copy of the version previously circulated) 
be circulated to investors either with the term sheet or shortly before 
the term sheet is delivered.\61\ Circulation of a second preliminary 
prospectus is not required by Rule 434 as adopted, but nothing in the 
Rule precludes offering participants from doing so.

    \61\See, e.g., letter from John Olson et al., American Bar 
Association to Jonathan Katz, Securities and Exchange Commission, 
dated April 14, 1995; letter from Edward Adams, Fredrikson & Byron 
to Jonathan Katz, Securities and Exchange Commission, dated March 
31, 1995; and letter from Steven Machov, Merrill Corporation to 
Jonathan Katz, Securities and Exchange Commission, dated April 3, 
1995.
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    As adopted, Rule 434 is not limited with respect to the amount of 
time that could elapse between delivery of the preliminary prospectus 
and the term sheet. Further, the rule does not contain any limitation 
on the magnitude of changes from the disclosure set forth in the 
circulated preliminary prospectus that the term sheet may contain. As 
noted above, however, the Rule is not available for non-short-form 
registered offerings if the disclosure in the preliminary prospectus 
and term sheet materially differ from the disclosure contained in the 
prospectus filed as a part of the effective registration statement.
2. Short-Form Registered Offerings
    In Rule 434 eligible offerings using short-form registration, 
persons may comply with their prospectus delivery obligations by 
delivering a preliminary or base prospectus,\62\ an abbreviated term 
sheet\63\ and a confirmation. An abbreviated term sheet must contain, 
unless previously disclosed in the circulated preliminary or base 
prospectus or in the registrant's Exchange Act filings incorporated by 
reference into the prospectus: (i) The description of securities 
required by Item 202 of Regulation S-K, or a fair and accurate summary 
thereof;\64\ and (ii) information regarding material changes required 
by Item 11 of Form S-3or Form F-3.\65\ Under new Rule 434, certain 
offering-specific disclosure included in a traditional final 
prospectus\66\ will be required only in the prospectus supplement filed 
with the Commission.\67\ This information could include, for example, 
use of proceeds and syndicate and specific plan of distribution 
information.

    \62\``Base propectus'' is used herein to refer to a prospectus 
contained in a registration statement at the time of effectiveness 
(or as subsequently revised) that omits information that is not yet 
known concerning an offering pursuant to Rule 415, 17 CFR 230.415.
    \63\The abbreviated term sheet is filed with the Commission in 
accordance with Rule 424(b)(7), 17 CFR 230.424(b)(7). See Rule 
434(d), 17 CFR 230.434(d), with respect to abbreviated term sheets 
being deemed a part of the registration statement.
    \64\17 CFR 229.202.
    \65\See Rule 434(c)(3), 17 CFR 230.434(c)(3).
    \66\Offering-specific information required to be filed but 
permitted not to be delivered physically under Rule 434 short-form 
registered offerings is set forth in Items 501-510 of Regulation S-
K, 17 CFR 229.502.229.510. In addition, a summarized version of the 
description of securities set forth in Item 202 of Regulation S-K, 
17 CFR 229.202, may be delivered physically rather than the full 
description filed with the Commission.
    \67\See Rule 434(c)(2), 17 CFR 230.434(c)(2). For example, the 
final prospectus traditionally delivered to investors in shelf 
offerings has included information set forth in both the base 
prospectus and a prospectus supplement. In shelf offerings relying 
on Rule 434, information in the prospectus supplement will not be 
delivered physically to investors, except to the extent it is 
disclosed pursuant to the abbreviated term sheet. The prospectus 
supplement in such offerings, however, must be filed with the 
Commission by the time any confirmation is sent or given to 
investors. See Rule 434(c)(2)(ii), 17 CFR 230.434(c)(2)(ii).
    Registrants will be required to indicate on the cover page of their 
registration statement, by checking a box, that reliance on Rule 434 
for prospectus delivery is intended. Persons checking the box, however, 
would not be required to rely on Rule 434 if they later determined to 
deliver prospectus information otherwise in connection with the 
offering.
    Any term sheet or abbreviated term sheet sent or given in reliance 
upon Rule 434 must state on the top center of the front cover page that 
it is a supplement to a prospectus and identify [[Page 26610]] that 
prospectus by issuer name and date. The term sheet or abbreviated term 
sheet also, in that location, must clearly identify that it is a term 
sheet or abbreviated term sheet used in reliance on Rule 434, must 
clearly identify the documents that, when taken together, constitute 
the section 10(a) prospectus, and must be dated as of the approximate 
date of its first use.\68\

    \68\See Rule 434(e), 17 CFR 230.434(e).
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3. Scope of the Proposed Rule
a. Underwritten Offerings for Cash
    Rule 434, as adopted, extends only to offerings where the sole 
consideration given in exchange for securities is cash. Offerings such 
as exchange offers and business combinations are not included. As noted 
in the Proposing Release, in those offerings, the final prospectus is 
traditionally used to begin the process of soliciting votes or consents 
to a transaction. Thus, the logistical difficulties of prospectus 
delivery are not associated with those offerings.
    The adopted Rule also does not extend to offerings that are made 
other than on a firm commitment basis with underwriters, except for 
offerings of investment grade debt made in connection with a medium-
term note (``MTN'') program registered with the Commission on either a 
continuous or delayed shelf basis.\69\ Concern has been expressed that 
exclusion of these MTN securities from the Rule would unnecessarily 
push such transactions out of the T+3 settlement cycle.\70\ Further, 
while these MTN securities typically are sold through an underwriter on 
an agency rather than a firm commitment basis, assurance has been given 
that, once an agreement has been reached between the investor and the 
MTN program agent, the preparation and delivery of a prospectus occurs 
in a manner identical to that in a principal transaction.\71\

    \69\See Rule 434(a), 17 CFR 230.434(a). These MTN offerings rely 
on Rule 415(a)(1) (ix) or (x), respectively.
    \70\See letter from Kevin Moynihan, Merrill Lynch to Jonathan 
Katz, Securities and Exchange Commission, dated April 7, 1995.
    \71\Id.
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b. Offerings of Asset-Backed Securities
    As adopted, Rule 434 excludes offerings of asset-backed securities 
(``ABS'').\72\ Settlement in connection with ABS offerings currently 
takes place outside of the T+3 time frame, on approximately a T+10 
cycle, and is likely to continue to do so. As noted in the Proposing 
Release, the existing settlement schedule is the result primarily of 
factors unique to these offerings, which are the same factors that 
result in such offerings not lending themselves to use of incremental 
disclosure. Those factors include: (i) The distinctive structuring 
process for most ABS offerings, which typically extends almost to the 
time when the security is priced, whereby a variety of structures may 
be considered as the sponsor attempts to meet investors' needs' (ii) 
the time needed for identification of the specific pool of collateral 
which will support the ABS; and (iii) the necessity of creating shortly 
before sale of the ABS a prospectus supplement of significant length 
and complexity that details the characteristics of specific pool assets 
and the transaction's structure, the summarization of which would not 
serve as an adequate substitute for the complete description in the 
prospectus supplement.

    \72\``Asset-backed security'' is defined for purposes of Rule 
434 the same way it is defined in General Instruction I.B.5. of Form 
S-3: a security that is primarily serviced by the cashflows of a 
discrete pool of receivables or other financial assets, either fixed 
or revolving, that by their terms convert into cash within a finite 
time period plus any rights or other assets designed to assure the 
servicing or timely distribution of proceeds to the securityholders. 
See Rule 434(f), 17 CFR 230.434(f).
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c. Offerings of Structured Securities
    As adopted, Rule 434 also excludes offerings of structured 
securities.\73\ ``Structured securities,'' for purposes of Rule 434, 
are defined to mean securities whose cash flow characteristics depend 
upon one or more indices or that have imbedded forwards or options or 
securities where an investor's investment return and the issuer's 
payment obligations are contingent on, or highly sensitive to, changes 
in the value of underlying assets, indices, interest rates or cash 
flows.\74\ This definition was proposed to be included in Rule 15c6-1 
but is set forth in Rule 434 instead Rule 15c6-1 as adopted makes no 
reference to such securities. As noted in the Proposing Release, these 
securities usually have terms that are highly complex, with many 
employing one or more indices as a basis for determining the issuer's 
payment obligations (e.g., coupon, principal, redemption payments). A 
structured security's value is derived not only from the 
creditworthiness of its issuer, but also from any underlying assets, 
indices, interest rates or cash flow upon which the security is 
predicated. Because of the complexities associated with these 
securities, investors may not fully understand the investment risks 
when purchasing structured securities, especially those with 
complicated structures. A complete description of offering-specific 
information therefore is of particular importance to investors in 
making an investment decision, given the market risks resulting from 
the structure of these securities. Otherwise, as noted in the Proposing 
Release, the incremental distribution of information under the Rule, 
when combined with the complex nature of these securities, could result 
in material disclosure not being readily accessible to investors.

    \73\See Rule 434(a), 17 CFR 230.434(a).
    \74\See Rule 434(h), 17 CFR 230.434(h).
d. Investment Companies
    As proposed, Rule 434 would have provided that it would not apply 
to the offering of any security of any company registered under the 
Investment Company Act. The Commission requested comment on whether the 
prospectus delivery modifications in the SIA proposal also should apply 
to closed-end investment companies and UITs. Commenters endorsed the 
proposed prospectus delivery method for closed-end investment companies 
and UITs, and the Commission is adopting revisions that apply new Rule 
434 to these investment companies.\75\

    \75\See revisions to Rule 497, 17 CFR 230.497, which sets forth 
fund prospectus filing requirements with the Commission, that 
require, parallel to the changes to the general prospectus filing 
requirements in Rule 424, 17 CFR 230.424(b), the filing of 
prospectuses allowed under Rule 434 on or prior to the date a 
confirmation is sent or given to an investor.
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4. Conforming Amendments to Rule 14c2-8
a. Rule 15c2-8 Amendments
The Commission is adopting the amendments to Rule 15c2-8\76\ as 
proposed. The amendments expand the use of the terms ``preliminary 
prospectus'' and ``final prospectus,'' as currently used in the Rule, 
to include the terms ``prospectus subject to completion'' and ``Section 
10(a) prospectus,'' respectively, the reflect the terminology of Rule 
434. Additionally, the term ``sending'' is substituted for the term 
``mailing'' to accommodate prospectus delivery by means other than 
traditional mailing.

    \76\17 CFR 240.15c2-8.
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    Six commenters addressed Rule 15c2-8. None of these commenters 
objected to the proposed changes, although several of them raised other 
issues regarding Rule 15c2-8, which are discussed below. The Commission 
may propose further amendments to Rule 15c2-8 based on its experience 
with Rule 434, or more generally, to reflect market developments and 
staff interpretations [[Page 26611]] that have occurred since the Rule 
was last amended.\77\

    \77\Rule 15c2-8(d) was last amended in Exchange Act Release No. 
25546 (Apr. 4, 1988) (53 FR 11841).
b. Rule 15c2-8 Issues Raised by Commenters
    In the case of an offering of securities of an issuer that 
previously has not been required to file reports under section 13(a) 
and 15(d) of the Exchange Act, Rule 15c2-8(b)\78\ requires that a 
preliminary prospectus be delivered to any person who is expected to 
receive a confirmation of sale at least 48 hours prior to sending such 
confirmation.\79\ Two commenters noted that because preliminary 
prospectuses generally are not used in offerings of asset-backed 
securities, some broker-dealers have adopted the practice of delivering 
the final prospectus to purchasers at least 48 hours prior to mailing 
the confirmation of an asset-backed security. These commenters urged 
the Commission either to modify Rule 15c2-8 to acknowledge this 
industry practice or to except asset-backed securities from Rule 15c2-
8(b). In the Commission's view, delivery of the final prospect is at 
least 48 hours prior to sending the confirmation will satisfy the 
requirement of Rule 15c2-8(b) in the case of offerings of asset-backed 
securities where no preliminary prospectus is used.\80\

    \78\17 CFR 240.15c2-8(b).
    \79\This requirement is satisfied by delivering a preliminary 
prospectus that is current at the time of its delivery.
    \80\This interpretation of paragraph (b) is consistent with the 
longstanding staff position that delivery of a final prospectus at 
least 48 hours prior to sending the confirmation is required in 
cases where no preliminary prospectus is circulated and the offering 
is sold solely on the basis of a final prospectus.
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    With respect to the obligations of a managing underwriter to 
provide copies of the prospectus to participating broker-dealers, two 
commenters sought interpretive guidance with respect to the terms 
``sufficient copies'' and ``reasonable quantities,'' as used in Rule 
15c2-8 (g) and (h),\81\ respectively, in light of the recently issued 
Brown & Wood letter,\82\ which permits electronic delivery of 
prospectuses in certain circumstances.\83\ The Brown & Wood letter was 
not intended to modify any obligation that a managing underwriter 
currently has pursuant to paragraphs (g) or (g) of Rule 15c2-8 to 
produce, reproduce, or deliver, in such quantities as requested, a 
preliminary, amended, or final prospectus to broker-dealers 
participating in the offering. Accordingly, a managing underwriter may 
discharge its obligations pursuant to Rule 15c2-8 (g) or (h) by 
delivering a prospectus (or any portion thereof) electronically to a 
participating broker-dealer, if the recipient broker-dealer expressly 
consents to delivery in such form.

    \81\17 CFR 240. 15c2-8 (g) and (h). Paragraph (g) requires a 
managing underwriter to take reasonable steps to ensure that all 
broker-dealers participating in an offering are promptly furnished 
with ``sufficient copies, as requested by them'' of each 
preliminary, amended, or final prospectus to enable such 
participating brokers-dealers to comply with their obligations under 
Rule 15c2-8 (b), (c), (d), and (e). Similarly, paragraph (h) 
requires a managing underwriter to take reasonable steps to ensure 
that any broker-dealer participating in an offering or trading in 
the registered security is furnished ``reasonable quantities of the 
final prospectus * * * as requested by him'' in order to enable to 
broker-dealer to comply with sections 5(b) (1) and (2) of the 
Securities Act.
    \82\See supra footnote 6.
    \83\These commenters inquired whether Rule 15c2-8 (g) and (h) 
would permit a managing underwriter to deliver the pre-printed 
portion of the prospectus by traditional methods, followed by the 
remainder (or ``wrap'' portion), containing only the pricing and 
other ``last minute'' disclosure, by electronic transmission. These 
commenters advised that the recipient broker-dealers would be 
expected to duplicate the remainder (or ``wrap'' portion) and 
assemble the two parts for delivery to investors.
    One commenter suggested revising Rule 15c2-8(b) to require delivery 
of the preliminary prospectus at least 48 hours, but not more than 60 
days, prior to sending the confirmation. Another commenter suggested 
that the Commission require the managing underwriter to deliver the 
final prospectus to offering participants by the close of business on 
T+2, so that such participants may send the prospectus to investors no 
later than T+3. Consistent with the adoption of both the SIA proposal 
and the Four Firms proposal, the Commission believes that offering 
participants should have as much flexibility as possible to determine 
how to comply with their prospectus delivery obligations within T+3, 
without the burden of additional restrictions, and therefore has 
determined not to amend the Rule as suggested at this time. As noted, 
however, the Commission may propose additional amendments to Rule 15c2-
8 based on its experience with Rule 434.

III. Revision of the Rule 15c6-1 Exemption

    In the Proposing Release, the Commission proposed to establish A+3 
as the presumptive settlement date for firm commitment offerings by 
eliminating the exemption from T+3 settlement for sales for cash in 
connection with firm commitment offerings.\84\ However the Commission 
proposed to allow managing underwriters flexibility to choose T+3, T+4, 
or T+5 settlement under specific conditions, including written notice 
to prospective purchasers and the exchanges prior to pricing.\85\ The 
Commission also proposed exemptions from T+3 settlement for firm 
commitment offerings of asset-backed and structured securities. These 
amendments were proposed to reduce the confusion caused by different 
settlement cycles for new issue and secondary market trades, while also 
providing flexibility to settle certain firm commitment offerings 
beyond T+3 when the standard settlement cycle cannot be met.

    \84\See 17 CFR 240.15c6-1(b)(2).
    \85\Rule 15c6-1(a) contains a general override provision that 
permits the parties to a contract to specify an alternate settlement 
cycle if the agreement is made at the time of the trade. Complying 
with this provision in the context of a firm commitment offering may 
be difficult because of the need to obtain the express agreement of 
all parties participating in the offering.
---------------------------------------------------------------------------

    Most commenters supported elimination of the general exclusion for 
firm commitment offerings. As one commenter noted, establishing a T+3 
settlement standard for these transactions will reduce risk, provide 
certainty in the form of a written standard, and avoid bifurcation of 
the settlement cycle.\86\ Several commenters cited specific categories 
of securities requiring settlement cycles longer than T+3.\87\ Most 
commenters, however, preferred to resolve difficulties in settling 
offerings through a general override provision rather than specific 
exemptions of classes of securities.

    \86\See letter from Brent Taylor, J.P. Morgan Securities, Inc. 
to Jonathan Katz, Securities and Exchange Commission , dated March 
20, 1995.
    \87\In addition to asset-backed securities and structured 
securities, commenters raised settlement concerns in connection with 
medium term note programs registered under short-form shelf 
registration, capital market debt transactions, securities exempt 
from registration under section 3(a)(4) or 3(a)(11) of the 
Securities Act, and certain transactions involving swaps.
---------------------------------------------------------------------------

    The majority of comments that addressed the merits of the proposed 
override provisions expressed support for a specific override provision 
for firm commitment offerings but objected to the terms of Rule 15c6-
1(e) as proposed. Several commenters asserted that the T+5 maximum 
settlement period did not provide adequate flexibility for settlement 
of certain firm commitment offerings. Furthermore, many of the 
commenters argued that the requirement of written notice to all 
perspective purchasers on or before pricing was burdensome and should 
be eliminated.\88\ Commenters disagreed [[Page 26612]] over the manner 
in which an alternate settlement date should be established, though 
most commenters concurred that such authority should not be granted 
solely to the managing underwriter.

    \88\Specifically, several commenters asserted that the 
settlement period may not be known sufficiently in advance of 
pricing to provide written notice and that such notice is 
duplicative of the information provided orally and in the 
confirmation.
---------------------------------------------------------------------------

    To address the various issues raised by the commenters in 
connection with the proposed modifications of the exemption for firm 
commitment offerings, the Commission is amending Rule 15c6-1 to 
eliminate the exemption for firm commitment offerings and to include a 
specific override provision\89\ which will permit the establishment of 
an alternate settlement date for the sale of all securities subject to 
a firm commitment offering upon agreement by the managing underwriter 
and the issuer of the securities. This override provision does not 
contain the notice requirements in the proposed override position and 
does not limit the settlement period to a maximum of T+5. The 
Commission has decided not to adopt a provision exempting offerings of 
particular classes of securities. Instead, the Commission believes that 
an alternate settlement cycle can be established for these offerings 
through the override provision for firm commitment offerings.

    \89\See Rule 15c6-1(d), 17 CFR 15c6-1(d). This specific override 
provision would not extend to offerings of investigation grade debt 
made in connection with a medium-term note program sold through an 
underwriter on an agency basis. Such transportation may, however, be 
accomplished in accordance with the general override provision set 
forth in Rule 15c6-1(a), 17 CFR 240.15c6-1(a).
---------------------------------------------------------------------------

    In adopting the proposed amendments to Rule 15c6-1, the Commission 
seeks to provide flexibility for settlement beyond T+3 for certain firm 
commitment offerings that require such treatment in light of the 
special characteristics of the subject securities. The Commission is 
mindful of the concert that lack of certainty in settlement standards 
may create confusion in the marketplace. Accordingly, the Commission 
stresses that the override position is not intended to dilute the 
presumption in favor of application of the T+3 settlement cycle in 
connection with firm commitment offerings. Instead, the override 
provision is intended to be used only in those circumstances when T+3 
settlement is not feasible.
    Furthermore, the Commission recognizes that it is important that 
the registered clearing agencies, through which settlement of firm 
commitment offerings and secondary market trades will occur, receive 
notice of non-standard settlement dates. The Commission encourages 
issuers and underwriters to notify promptly the registered clearing 
agencies of the settlement period of an offering. It may be appropriate 
for the clearing agencies as self-regulatory organizations under the 
Exchange Act to modify their rules to require such notice at such times 
and in such manners as the clearing agencies need to make provision for 
non-standard settlement cycles. The Commission will monitor the use of 
the override provision on an ongoing basis.
IV. EDGAR Usage

    After the effective date of these proposals and until the necessary 
form types are available through the EDGAR system, registrants that are 
mandated electronic filers should file in paper format those documents 
relating to the proposals being adopted other than the abbreviated 
registration form filed pursuant to Rule 462(b).\90\ All other 
documents unrelated to the proposals being adopted must continue to be 
filed electronically by mandated electronic filers. The necessary form 
types are expected to be available with the release of a new version of 
the EDGARLink software in Autumn 1995. Notice will be provided in the 
SEC Digest, the Federal Register and on the EDGAR Bulletin Board when 
the new EDGAR form types are available.

    \90\Only those documents that are filed pursuant to Rule 
424(b)(7), Rule 462(c) and Rule 497(h)(2) may be filed in paper 
format. See supra footnotes 29 and 30 and accompanying text.
---------------------------------------------------------------------------

V. Cost-Benefit Analysis

    Five commenters responded to the Commission's request for comments 
regarding the costs and benefits of the proposed rules. Four of the 
five commenters expected the cost of printing and shipping of 
prospectuses to decline as a result of the proposed rules.\91\ The 
other commenter stated that the increased administrative burdens and 
costs that may be imposed on dealers as a result of multiple or 
duplicate mailings of various documents could negate the intended 
benefit of the SIA approach.\92\ One commenter, a financial printer, 
provided empirical data on the proposals. The printer concluded that, 
in three basic scenarios regarding the printing and delivery of a Form 
S-1, a reduction in costs ranging from 8% to 88% would be obtainable as 
a result of the new delivery alternatives available under the proposed. 
rules.\93\ The Commission believes the new rule and amendments provide 
market participants with additional flexibility that should result in 
lower transaction costs, while not diminishing investor protection.

    \91\See letter from Karl Barnickol, American Society of 
Corporate Secretaries to Jonathan Katz, Securities and Exchange 
Commission, dated April 10, 1995; Joel Brenner, Storch & Brenner (on 
behalf of R.R. Donnelley Financial), to Jonathan G. Katz, Secretary, 
Securities and Exchange Commission, dated March 31, 1995; W. Scott 
Jardine, Nike Securities L.P., to Jonathan Katz, Securities and 
Exchange Commission, dated March 31, 1995; Larry W. Martin, John 
Nuveen & Co. Incorporated, to Jonathan Katz, Securities and Exchange 
Commission, dated March 30, 1995.
    \92\See Letter from George Miller, Public Securities Association 
to Jonathan Katz, Securities and Exchange Commission, dated April 
10, 1995.
    \93\See letter from Joel Brenner, Storch & Brenner (on behalf of 
R.R. Donnelley Financial), to Jonathan G. Katz, Secretary, 
Securities and Exchange Commission, dated March 31, 1995.
---------------------------------------------------------------------------

VI. Summary of Final Regulatory Flexibility Analysis

    The Commission has prepared a Final Regulatory Flexibility Analysis 
(``FRFA''), pursuant to the requirements of the Regulatory Flexibility 
Act,\94\ regarding the rule and amendments to existing regulations 
being adopted. The FRFA notes that the new rule and amendments will 
provide entities with greater flexibility and efficiency with respect 
to the timing of printing and delivery of prospectus information, 
thereby facilitating compliance with Rule 15c6-1 under the Exchange Act 
and access to the public securities markets. As discussed more fully in 
the analysis, the new rule and amendments to Securities Act regulations 
should decrease costs associated with fulfilling entities' prospectus 
delivery obligations under the Securities Act. The amendments to 
Exchange Act rules and forms are not anticipated to have any 
significant economic impact on entities. The new rule may impose 
minimal additional reporting, recordkeeping or compliance requirements, 
while the amendments do not impose any new reporting, recordkeeping or 
compliance requirements on any entities. No alternatives to the new 
rule and amendments consistent with their objectives and the 
Commission's statutory mandate were found.

    \94\5 U.S.C. 604 (1988).
---------------------------------------------------------------------------

    The overall effect of the new rule and amendments is to provide 
entities increased efficiency in raising capital from the public 
securities markets. The aspects that provide for the incremental 
delivery of prospectus information will apply to any entity engaged in 
a public distribution with respect to an eligible offering. The 
amendments to Securities Act regulations should streamline the 
registration process and thereby facilitate compliance with prospectus 
delivery within T+3. The new rule and amendments to Securities Act 
regulations also will apply to certain [[Page 26613]] investment 
companies registered under the investment Company Act, i.e. closed-end 
investment companies and unit investment trusts. The amendments to 
regulations under section 15(c) of the Exchange Act will reflect the 
availability of expedited delivery of prospectus information provided 
by the new rule and amendments to the Securities act regulations.
    A copy of the FRFA may be obtained from Michael Mitchell, Division 
of Corporation Finance, Securities and Exchange Commission, 450 Fifth 
Street, NW., Mail Stop 3-3, Washington, DC 20549, (202) 942-2900.
VII. Effective Date

    The new rule and the revisions to rules and forms are effective 
June 7, 1995, in accordance with the Administrative Procedures Act, 
which allows for effectiveness in less than 30 days after publication, 
inter alia, for ``a substantive rule which grants or recognizes an 
exemption or relieves a restriction'' and ``as provided by the agency 
for good cause found and published with the rule.'' 5 U.S.C. 553 (d)(1) 
and (d)(3). The adopted rule and revisions primarily lessen 
restrictions of existing rules in that they either provide a more 
efficient way for offering participants to accomplish prospectus 
delivery or they streamline the registration and prospectus preparation 
and printing processes. In addition, the Commission finds there is good 
cause for the adopted rule and revisions to become effective on June 7, 
1995 since they are designed to allow market participants to accomplish 
prospectus delivery in eligible offerings in a T+3 settlement cycle. 
Since the T+3 settlement cycle will become effective on June 7, 1995, 
the adoption of the rule and revisions on that date will ensure that 
potential market disruption relating to prospectus delivery prior to 
settlement of such offerings would be avoided. The exemption from Rule 
15c6-1 for certain firm commitment offerings also is being eliminated 
in this time frame because of its potential for market disruption if 
allowed to go into effect. Any possible negative effect of eliminating 
that exemption is offset by the adoption of an expanded provision 
allowing such offerings to settle outside of the Rule 15c6-1 mandated 
time frame if the participants in the offering so elect.

VIII. Statutory Bases

    The new rule and the amendments to the Commission's rules and forms 
under the Securities Act and amendments to the Commission's rules under 
the Exchange Act are being adopted pursuant to sections 6, 7, 8, 10 and 
19(a) of the Securities Act and sections 3, 4, 10, 12, 13, 14, 15, 16 
and 23 of the Exchange Act. The revisions to the Commission's rules and 
forms under the Investment Company Act are being adopted pursuant to 
sections 8(b) and 38(a) under the Investment Company Act, as amended.

List of Subjects in 17 CFR Parts 202, 228, 229, 230, 232, 239, 240, 270 
and 274

    Administrative practice and procedure, Brokers, Investment 
companies, Reporting and recordkeeping requirements, Securities, Small 
businesses.

Text of Amendments

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

PART 202--[AMENDED]

    1. The authority citation for part 202 continues to read in part as 
follows:

    Authority: 15 U.S.C. 77s, 77t, 78d-1, 78u, 78w, 78II(d), 79r, 
79t, 77sss, 77uuu, 80a-37, 80a-41, 80b-9, and 80b-11, unless 
otherwise noted.
* * * * *
    2. By revising the seventh sentence of the introductory text of 
Sec. 202.3a to read as follows:
Sec. 202.3a   Instructions for filing fees.

    * * * Filing fees paid pursuant to Section 6(b) of the Securities 
Act of 1933 or pursuant to Section 307(b) of the Trust Indenture Act of 
1939 should be designated as ``restricted,'' except that filing fees 
paid with respect to registration statements filed pursuant to Rule 
462(b) (Sec. 230.462(b) of this chapter) should be designated as 
``unrestricted.'' * * *

PART 228--INTEGRATED DISCLOSURE SYSTEM FOR SMALL BUSINESS ISSUERS

    3. The authority citation for Part 228 continues to read as 
follows:

    Authority: 15 U.S.C. 77e, 77f, 77g, 77h, 77j, 77k, 77s, 
77aa(25), 77aa(26), 77ddd, 77eee, 77ggg, 77hhh, 77jjj, 77nnn, 77sss, 
78l, 78m, 78n, 78o, 78w, 78ll, 80a-8, 80a-29, 80a-30, 80a-37, 80b-
11, unless otherwise noted.

    4. By revising paragraph (a)(4) of Sec. 228.501 to read as follows:


Sec. 228.501   (Item 501) Front of registration statement and outside 
front cover of prospectus.

* * * * *
    (a) * * *
    (4) Cross reference to, and identify the location within the 
prospectus of (e.g., by page number or other specific location), the 
risk factors section of the prospectus, printed in bold-face roman type 
at least as high as twelve-point modern type and at least two points 
leaded;
* * * * *
    5. By amending Sec. 228.502 by revising the introductory text, 
removing the heading from paragraph (a)(1) and replacing the ``.'' at 
the end of paragraph (a)(1) with a ``;'', adding a heading and 
introductory text to paragraph (a), adding a sentence at the end of 
paragraph (b), adding a sentence at the end of paragraph (c), revising 
paragraph (f) and including the introduction paragraph to read as 
follows:


Sec. 228.502   (Item 502) Inside front and outside back cover pages of 
prospectus.

    On the inside front cover page of the prospectus, except as 
otherwise specified and except that the outside back cover page may be 
used for paragraphs (e) and (f), disclose the following:
    (a) Available information. On the inside front cover page of the 
prospectus or under an appropriate caption elsewhere in the prospectus:
* * * * *
    (b) * * * Such disclosure need not be included on the inside front 
cover page of the prospectus if it is included under an appropriate 
caption elsewhere in the prospectus.
    (c) * * * Such disclosure need not be included on the inside front 
cover page of the prospectus if it is included under an appropriate 
caption elsewhere in the prospectus.
* * * * *
    (f) Table of contents. Include a detailed table of contents showing 
the various sections or subdivisions of the prospectus, including any 
risk factors section set forth in the prospectus pursuant to Item 
503(c) (Sec. 228.503(c)), and the page number on which each such 
section or subdivision begins.
Instruction to Item 502

    Canadian issuers should, in addition to the disclosure required 
by this Item, provide the information required by Item 502(f) of 
Regulation S-K. Such disclosure need not be included on the inside 
front cover page of the prospectus if it is included under an 
appropriate caption elsewhere in the prospectus.

    6. By revising paragraph (b) and paragraph (c) of Sec. 228.503 to 
read as follows:


Sec. 228.503  (Item 503) Summary information and risk factors.

* * * * *
    (b) Address and telephone number. Include in the prospectus the 
complete [[Page 26614]] mailing address and telephone number of the 
small business issuer's principal executive offices.
    (c) Risk factors. (1) Discuss under the caption ``Risk Factors'' 
any factors that make the offering speculative or risky. These factors 
may include no operating history, no recent profit from operations, 
poor financial position, the kind of business in which the small 
business issuer is engaged or proposes to engage, or no market for the 
small business issuer's securities.
    (2) The risk factor discussion should immediately follow the 
summary section. If no summary section is necessary, the risk factor 
discussion should immediately follow the cover page of the prospectus 
or, if included, a pricing information section that immediately follows 
the cover page.

    Instruction to Item 503(c). ``Pricing information'' as used in 
paragraph (c) of this section shall mean price and price-related 
information of the type that may be omitted from the prospectus in 
an effective registration statement in reliance on Rule 430A(a) 
(Sec. 230.430A(a) of this chapter) and information disclosed in a 
prospectus but subject to change as a result of pricing.

    7. By adding one sentence to the end of paragraph (a)(1)(ii) of 
Sec. 228.512 to read as follows:


Sec. 228.512  (Item 512) Undertakings.

* * * * *
    (a) * * *
    (1) * * *
    (ii) * * * Notwithstanding the foregoing, any increase or decrease 
in volume of securities offered (if the total dollar value of 
securities offered would not exceed that which was registered) and any 
deviation from the low or high end of the estimated maximum offering 
range may be reflected in the form of prospectus filed with the 
Commission pursuant to Rule 424(b) (Sec. 230.424(b) of this chapter) 
if, in the aggregate, the changes in volume and price represent no more 
than a 20% change in the maximum aggregate offering price set forth in 
the ``Calculation of Registration Fee'' table in the effective 
registration statement.
* * * * *
    8. By amending Sec. 228.601 to revise the third sentence of 
paragraph (b)(24) to read as follows:


Sec. 228.601  (Item 601) Exhibits.

* * * * *
    (b) * * *
    (24) Power of attorney. * * * A power of attorney that is filed 
with the Commission must relate to a specific filing or an amendment, 
provided, however, that a power of attorney relating to a registration 
statement under the Securities Act or an amendment thereto also may 
relate to any registration statement for the same offering that is to 
be effective upon filing pursuant to Rule 462(b) under the Securities 
Act (Sec. 230.462(b) of this chapter.* * *

PART 229--STANDARD INSTRUCTIONS FOR FILING FORMS UNDER SECURITIES 
ACT OF 1933, SECURITIES EXCHANGE ACT OF 1934 AND ENERGY POLICY AND 
CONSERVATION ACT OF 1975--REGULATION S-K

    9. The authority citation for part 229 continues to read in part as 
follows:

    Authority: 15 U.S.C. 77e, 77f, 77g, 77h, 77i, 77k, 77s, 
77aa(25), 77aa(26), 77ddd, 77eee, 77ggg, 77hhh, 77iii, 77jjj, 77nnn, 
77sss, 78c, 78i, 78j, 78l, 78m, 78n, 78o, 78w, 78ll(d), 79e, 79n, 
79t, 80a-8, 80a-29, 80a-30, 80a-37, 80b-11, unless otherwise noted.
* * * * *
    10. The authority citation following Sec. 229.503 is removed.
    11. By revising paragraph (c)(4) of Sec. 229.501 to read as 
follows:


Sec. 229.501  (Item 501) Forepart of registration statement and outside 
front cover page of prospectus.

* * * * *
    (c) * * *
    (4) Cross reference to and identify the location within the 
prospectus of (e.g., by page number or other specific location), where 
applicable, the discussion in the prospectus prescribed by Item 503 of 
Regulation S-K (Sec. 229.503) of material risks in connection with the 
purchase of the securities, printed in bold-face roman type at least as 
high as twelve-point modern type and at least two points leaded;
* * * * *
    12. By amending Sec. 229.502 by revising the introductory text, 
revising the introductory text of paragraph (a), adding a sentence at 
the end of paragraph (b), adding a sentence at the end of paragraph 
(c), revising the last sentence of the introductory text of paragraph 
(f), and revising paragraph (g) to read as follows:


Sec. 229.502  (Item 502) Inside front and outside back cover pages of 
prospectus.

    The following information, to the extent applicable, shall appear 
on the inside front cover page of the prospectus, except as otherwise 
specified and except that the information required by paragraphs (e) 
and (g) of this Item may be set forth on the outside back cover page.
    (a) Available information. Registrants subject to the reporting 
requirements of section 13(a) or 15(d) of the Exchange Act immediately 
prior to the filing of the registration statement shall, on the inside 
front cover page of the prospectus or under an appropriate caption 
elsewhere in the prospectus:
* * * * *
    (b) * * * Such disclosure need not be included on the inside front 
cover page of the prospectus if it is included under an appropriate 
caption elsewhere in the prospectus.
    (c) * * * Such disclosure need not be included on the inside front 
cover page of the prospectus if it is included under an appropriate 
caption elsewhere in the prospectus.
* * * * *
    (f) * * * Such disclosure need not be included on the inside front 
cover page of the prospectus if it is included under an appropriate 
caption elsewhere in the prospectus.
* * * * *
    (g) Table of contents. Include a reasonably detailed table of 
contents showing the subject matter of the various sections or 
subdivisions of the prospectus, including any risk factors section set 
forth in the prospectus pursuant to Item 503(c) (Sec. 229.503(c)), and 
the page number on which each such section or subdivision begins.
    13. By revising paragraph (b) and paragraph (c) of Sec. 229.503 to 
read as follows:


Sec. 229.503  (Item 503) Summary information, risk factors and ratio of 
earnings to fixed charges.

* * * * *
    (b) Address and telephone number. Registrants shall include in the 
prospectus the complete mailing address, including zip code, and the 
telephone number, including area code, of their principal executive 
offices.
    (c) Risk factors. (1) Registrants, where appropriate, shall set 
forth under the caption ``Risk Factors'' a discussion of the principal 
factors that make the offering speculative or one of high risk; these 
factors may be due, among other things, to such matters as an absence 
of an operating history of the registrant, an absence of profitable 
operations in recent periods, the financial position of the registrant, 
the nature of the business in which the registrant is engaged or 
proposes to engage, or, if common equity or securities convertible into 
or exercisable for common equity are being offered, the absence of a 
previous market for the registrant's common equity.
    (2) The risk factor discussion should immediately follow the 
summary section. If no summary section is [[Page 26615]] necessary, the 
risk factor discussion should immediately follow the cover page of the 
prospectus or, if included a pricing information section that 
immediately follows the cover page.

    Instruction to Item 503(c). ``Pricing information'' as used in 
paragraph (c) of this section shall mean price and price-related 
information of the type that may be omitted from the prospectus in 
an effective registration statement in reliance on Rule 430A(a) 
(Sec. 230.430A(a) of this chapter) and information disclosed in a 
prospectus but subject to change as a result of pricing.
* * * * *
    14. By revising paragraph (a)(1)(ii) of Sec. 229.512 to read as 
follows:


Sec. 229.512  (Item 512) Undertakings.

* * * * *
    (a) * * *
    (1) * * *
    (ii) To reflect in the prospectus any facts or events arising after 
the effective date of the registration statement (or the most recent 
post-effective amendment thereof) which, individually or in the 
aggregate, represent a fundamental change in the information set forth 
in the registration statement. Notwithstanding the foregoing, any 
increase or decrease in volume of securities offered (if the total 
dollar value of securities offered would not exceed that which was 
registered) and any deviation from the low or high end of the estimated 
maximum offering range may be reflected in the form of prospectus filed 
with the Commission pursuant to Rule 424(b) (Sec. 230.424(b) of this 
chapter) if, in the aggregate, the changes in volume and price 
represent no more than 20% change in the maximum aggregate offering 
price set forth in the ``Calculation of Registration Fee'' table in the 
effective registration statement.
* * * * *
    15. By amending Sec. 229.601 to revise the fourth sentence of 
paragraph (b)(24) to read as follows:


Sec. 229.601  (Item 601) Exhibits.

* * * * *
    (b) * * *
    (24) Power of attorney. * * * A power of attorney that is filed 
with the Commission shall relate to a specific filing or an amendment 
thereto, provided, however, that a power of attorney relating to a 
registration statement under the Securities Act or an amendment thereto 
also may relate to any registration statement for the same offering 
that is to be effective upon filing pursuant to Rule 462(b) under the 
Securities Act (Sec. 230.462(b) of this chapter). * * *
* * * * *
    16. Guide 4 (referenced in Sec. 229.801(d)) is amended by removing 
the first sentence of the Guide.

    Note: The text of Guide 4 does not and the amendments will not 
appear in the Code of Federal Regulations.
PART 230--GENERAL RULES AND REGULATIONS, SECURITIES ACT OF 1933

    17. The authority citation for part 230 is revised to read in part 
as follows:

    Authority: 15 U.S.C. 77b, 77f, 77g, 77h, 77j, 77s, 77sss, 78c, 
78d, 78l, 78m, 78n, 78o, 78w, 78ll(d), 78t, 80a-8, 80a-29, 80a-30, 
and 80a-37, unless otherwise noted.
* * * * *
    18. The authority citations following Secs. 230.429, 230.439 and 
230.461 are removed.
    19. By amending paragraph (a) of Sec. 230.110 by revising the 
phrase ``paragraphs (b) and (c)'' to read ``paragraphs (b), (c) and 
(d)'' and adding paragraph (d) to read as follows:


Sec. 230.110  Business hours of the Commission.

* * * * *
    (d) Filings by facsimile. Registration statements and post-
effective amendments thereto filed by facsimile transmission pursuant 
to Rule 462(b) (Sec. 230.462(b)) and Rule 455 (Sec. 230.455) may be 
filed with the Commission each day, except Saturdays, Sundays and 
federal holidays, from 5:30 p.m. to 10 p.m., Eastern Standard Time or 
Eastern Daylight Savings Time, whichever is currently in effect.
    20. By amending Sec. 230.111 by designating the existing text as 
paragraph (a) and adding paragraph (b) to read as follows:


Sec. 230.111  Payment of fees.

* * * * *
    (b) Notwithstanding paragraph (a) of this section, for registration 
statements filed pursuant to Rule 462(b) (Sec. 230.462(b)) and Rule 
110(d) (Sec. 230.110(d)), payment of filing fees for the purposes of 
this section may be made by:
    (1) The registrant or its agent instructing its bank or a wire 
transfer service to transmit to the Commission the applicable filing 
fee by a wire transfer of such amount from the issuer's account or its 
agent's account to the Commission's account at Mellon Bank as soon as 
practicable but no later than the close of the next business day 
following the filing of the registration statement; and
    (2) The registrant submitting with the registration statement at 
the time of filing a certification that:
    (i) The registrant or its agent has so instructed its bank or a 
wire transfer service;
    (ii) The registrant or its agent will not revoke such instructions; 
and
    (iii) The registrant or its agent has sufficient funds in such 
account to cover the amount of such filing fee.


    Note to paragraph (b): Such instructions may be sent on the date 
of filing the registration statement after the close of business of 
such bank or wire transfer service, provided that the registrant 
undertakes in the certification sent to the Commission with the 
registration statement that it will confirm receipt of such 
instructions by the bank or wire transfer service during regular 
business hours on the following business day.

    21. By amending Sec. 230.402 to add paragraphs (d) and (e) to read 
as follows:


Sec. 230.402   Number of copies; binding; signatures.

* * * * *
    (d) Notwithstanding any other provision of this section, if a 
registration statement is filed pursuant to Rule 462(b) 
(Sec. 230.462(b)) and Rule 110(d) (Sec. 230.110(d)), one copy of the 
complete registration statement, including exhibits and all other 
papers and documents filed as a part thereof shall be filed with the 
Commission. Such copy should not be bound and may contain facsimile 
versions of manual signatures in accordance with paragraph (e) of this 
section.
    (e) Duplicated or facsimile versions of manual signatures of 
persons required to sign any document filed or submitted to the 
Commission under the Act, shall be considered manual signatures for 
purposes of the Act and rules and regulations thereunder, provided 
that, the original manually signed document is retained by the filer 
for a period of five years and upon request the filer furnishes to the 
Commission or the staff the original manually signed document.
    22. By amending Sec. 230.424 by adding paragraph (b)(7) before the 
Instruction, by revising the heading ``Instruction:'' to read 
``Instruction 1:'', and adding Instruction 2 to read as follows:


Sec. 230.424   Filing of prospectuses; number of copies.

* * * * *
    (b) * * *
    (7) Ten copies of a term sheet or abbreviated term sheet sent or 
given in reliance upon Rule 434 under the Act (Sec. 230.434) shall be 
filed with the Commission pursuant to this paragraph no later than the 
second business day following the earlier of the date of determination 
of the offering price, or the date it is first used after effectiveness 
in connection with a [[Page 26616]] public offering or sales, or 
transmitted by a means reasonably calculated to result in filing with 
the Commission by that date. In addition to the information required by 
paragraph (e) of this section, each copy of such term sheet or 
abbreviated term sheet shall include the information required by Rule 
434(e) (Sec. 230.434(e)).

    Instruction 1: * * *
    Instruction 2: Notwithstanding paragraphs (b)(1), (b)(2), (b)(4) 
and (b)(5) of this section, a form of prospectus sent or given in 
reliance on Rule 434(c) (Sec. 230.434(c)) with respect to securities 
registered on Form S-3 or Form F-3 (Sec. 239.13 or Sec. 239.33 of 
this chapter), other than an abbreviated term sheet filed pursuant 
to paragraph (b)(7) of this section, shall be filed with the 
Commission on or prior to the date on which a confirmation is sent 
or given.
* * * * *
    23. By adding a sentence at the end of paragraph (b) to 
Sec. 230.429 to read as follows:


Sec. 230.429   Prospectus relating to several registration statements.

* * * * *
    (b) * * * Where a combined prospectus is being used pursuant to 
paragraph (a) of this section, a note should be added to the 
``Calculation of Registration Fee'' table in the latest registration 
statement or any amendment thereto, stating the number or amount of 
securities being carried forward and the amount of the filing fee 
associated with such securities that was previously paid with the 
earlier registration statement(s).
    24. By amending Sec. 230.430A by removing the word ``five'' and 
adding, in each place it appears, the word ``fifteen'' in paragraph 
(a)(3) and by adding a sentence at the end of Instruction to paragraph 
(a) to read as follows:


Sec. 230.430A   Prospectus in a registration statement at the time of 
effectiveness.

* * * * *
    Instruction to paragraph (a): * * * Notwithstanding the 
foregoing, any increase or decrease in volume (if the total dollar 
value of securities offered would not exceed that which was 
registered) and any deviation from the low or high end of the range 
may be reflected in the form of prospectus filed with the Commission 
pursuant to Rule 424(b)(1) (Sec. 230.424(b)(1)) or Rule 497(h) 
(Sec. 230.497(h)) if, in the aggregate, the changes in volume and 
price represent no more than a 20% change in the maximum aggregate 
offering price set forth in the ``Calculation of Registration Fee'' 
table in the effective registration statement.
* * * * *
    25. By adding Sec. 230.434 to read as follows:


Sec. 230.434   Prospectus delivery requirements in firm commitment 
underwritten offerings of securities for cash.

    (a) Where securities are offered for cash in a firm commitment 
underwritten offering or investment grade debt securities are offered 
for cash on an agency basis under a medium term note program, and such 
securities are neither asset-backed securities nor structured 
securities, and the conditions described in paragraph (b) or paragraph 
(c) of this section are satisfied, then:
    (1) The prospectus subject to completion and the term sheet 
described in paragraph (b) of this section, taken together, and the 
prospectus subject to completion and the abbreviated term sheet 
described in paragraph (c) of this section, taken together, shall 
constitute prospectuses that meet the requirements of section 10(a) of 
the Act (15 U.S.C. 77j(a)) for purposes of section 5(b)(2) of the Act 
(15 U.S.C. 77e(b)(2)) and section 2(10(a) of the Act (15 U.S.C. 
77b(10)(a)); and
    (2) The section 10(a) prospectus described in paragraph (a)(1) of 
this section shall have:
    (i) Been sent or given prior to or at the same time that a 
confirmation is sent or given for purposes of section 2(10)(a) of the 
Act; and
    (ii) Accompanied or preceded the transmission of the securities for 
purpose of sale or for delivery after sale for purposes of Section 
5(b)(2) of the Act.
    (b) With respect to offerings of securities that are registered on 
a form other than Form S-3 or Form F-3 (Sec. 239.13 or Sec. 239.33 of 
this chapter), and with respect to offerings of securities by only 
those investment companies registered under the Investment Company Act 
of 1940 (15 U.S.C. 80a-1 et seq.) that register their securities on 
Form N-2 (Sec. 274.11a-1 of this chapter) or Form S-6 (Sec. 239.16 of 
this chapter), the following conditions are satisfied:
    (1) A prospectus subject to completion and any term sheet described 
in paragraph (b)(3) of this section, together or separately, are sent 
or given prior to or at the same time with the confirmation;
    (2) Such prospectus subject to completion and term sheet, together, 
are not materially different from the prospectus in the registration 
statement at the time of its effectiveness or an effective post-
effective amendment thereto (including, in both, instances, information 
deemed to be a part of the registration statement at the time of 
effectiveness pursuant to Rule 430A(b) (Sec. 230.430A(b)); and
    (3) A term sheet under this paragraph (b) shall set forth all 
information material to investors with respect to the offering that is 
not disclosed in the prospectus subject to completion or the 
confirmation.
    (c) With respect to offerings of securities registered on Form S-3 
or Form F-3 (Sec. 239.13 or Sec. 239.33 of this chapter), the following 
conditions are satisfied.
    (1) A prospectus subject to completion and the abbreviated term 
sheet described in paragraph (c)(3) of this section, together or 
separately, are sent or given prior to or at the same time with the 
confirmation;
    (2) A form of prospectus that:
    (i) Discloses information previously omitted from the prospectus 
filed as part of an effective registration statement in reliance upon 
Rule 430A (Sec. 230.430A), to the extend not set forth in the 
abbreviated term sheet (as described in paragraph (c)(3) of this 
section), shall be filed pursuant to Rule 424(b) (Sec. 230.424(b)) on 
or prior to the date on which a confirmation is sent or given; or
    (ii) Discloses the public offering price, description of 
securities, to the extent not set forth in the abbreviated term sheet 
(as described in paragraph (c)(3) of this section), and specific method 
of distribution or similar matters shall be filed pursuant to Rule 
424(b) (Sec. 230.424(b)) on or prior to the date on which a 
conformation is sent or given; and
    (3) The abbreviated term sheet under this paragraph (c) shall set 
forth, if not previously disclosed in the prospectus subject to 
completion or the registrant's Exchange Act filings incorporated by 
reference into the prospectus:
    (i) The description of securities required by Item 202 of 
Regulation S-K (Sec. 229.202 of this chapter), or a fair and accurate 
summary thereof; and
    (ii) All material changes to the registrant's affairs required to 
be disclosed pursuant to Item 11 of Form S-3 or Form F-3 (Sec. 239.13 
or Sec. 239.33 of this chapter), as applicable.
    (d) Except in the case of offerings pursuant to Rule 415(a)(1)(x), 
(Sec. 230.415(a)(1)(x), the information contained in any term sheet or 
abbreviated term sheet described under this section shall be deemed to 
be a part of the registration statement as of the time such 
registration statement was declared effective. In the case of offerings 
pursuant to Rule 415(a)(1)(x) (Sec. 230.415(a)(1)(x)), the information 
contained in any term sheet or abbreviated term sheet described under 
this section shall be deemed to be a part of the registration statement 
as of the [[Page 26617]] time such information is filed with the 
Commission.

    Instruction: With respect to the obligation to file any form of 
prospectus, term sheet, or abbreviated term sheet used in reliance 
on this section, see Rule 424(b) (Sec. 230.424(b)) or Rule 497(h) 
(Sec. 230.497(h)).

    (e) Any term sheet or abbreviated term sheet described under this 
section shall, in the top center of the cover page thereof, state that 
such document is a supplement to a prospectus and identify that 
prospectus by issuer name and date; clearly identify that such document 
is a term sheet or abbreviated term sheet used in reliance on Rule 434; 
set forth the approximate date of first use of such document; and 
clearly identify the documents that, when taken together, constitute 
the Section 10(a) prospectus.
    (f) For purposes of this section, asset-backed securities shall 
mean asset-backed securities as defined in General Instruction 1.B.5. 
of Form S-3 (Sec. 239.13 of this chapter).
    (g) For purposes of this section, prospectus subject to completion 
shall mean any prospectus that is either a preliminary prospectus used 
in reliance on Rule 430 (Sec. 230.430), a prospectus omitting 
information in reliance upon Rule 430A (Sec. 230.430A), or a prospectus 
omitting information that is not yet known concerning a delayed 
offering pursuant to Rule 415(a)(i)(x) (Sec. 230.415(a)(1)(x)) that is 
contained in a registration statement at the time of effectiveness or 
as subsequently revised.
    (h) For purposes of this section, structured securities shall mean 
securities whose cash flow characteristics depend upon one or more 
indices or that have embedded forwards or options or securities where 
an investor's investment return and the issuer's payment obligations 
are contingent on, or highly sensitive to, changes in the value of 
underlying assets, indices, interest rates or cash flows.
    (i) For purposes of this section, investment grade securities shall 
mean investment grade securities as defined in General Instruction 
I.B.2. of Form S-3 or Form F-3 (Sec. 239.13 or Sec. 239.33 of this 
chapter).
    (j) For the purposes of this section, a firm commitment 
underwritten offering shall include a firm commitment underwritten 
offering of securities by a closed-end company or by a unit investment 
trust registered under the Investment Company Act of 1940.
    26. By designating the existing text as paragraph (a) and adding 
paragraph (b) to Sec. 230.439 to read as follows:


Sec. 230.439  Consent to use of material incorporated by reference.

    (a) * * *
    (b) Notwithstanding paragraph (a) of this section, any required 
consent may be incorporated by reference into a registration statement 
filed pursuant to Rule 462(b) under the Act (Sec. 230.462(b)) from a 
previously filed registration statement relating to that offering, 
provided that, the consent contained in the previously filed 
registration statement expressly provides for such incorporation.
    27. By revising the second and third sentences of Sec. 230.455 to 
read as follows:


Sec. 230.455  Place of filing.

    * * * Registration statements on Form SB-1 or SB-2 may be filed 
with the Commission either at its principal office or at the 
Commission's regional or district offices as specified in General 
Instruction A to each of those forms, except that registration 
statements and post-effective amendments thereto on such forms that are 
filed pursuant to Rule 462(b) (Sec. 230.462(b)) and Rule 110(d) 
(Sec. 230.110(d)) shall be filed at the Commission's principal office. 
Such material may be filed by delivery to the Commission through the 
mails or otherwise; provided, however, that only registration 
statements and post-effective amendments thereto filed pursuant to Rule 
462(b) (Sec. 230.462(b)) and Rule 110(d) (Sec. 230.110(d)) may be filed 
by means of facsimile transmission.
    28. By amending Sec. 230.457 to revise paragraph (o) read as 
follows:


Sec. 230.457  Computation of fee.

* * * * *
    (o) Where an issuer is offering securities, the registration fee 
may be calculated on the basis of the maximum aggregate offering price 
of all the securities listed in the ``Calculation of Registration Fee'' 
Table. The number of shares or units of securities need not be included 
in the ``Calculation of Registration Fee'' Table. If the maximum 
aggregate offering price increases prior to the effective date of the 
registration statement, a pre-effective amendment must be filed to 
increase the maximum dollar value being registered and the additional 
filing fee shall be paid.
    29. By revising the first sentence of paragraph (a) and adding two 
new sentences immediately after the first sentence of paragraph (a) to 
Sec. 230.461 to read as follows:


Sec. 230.461  Acceleration of effective date.

    (a) Requests for acceleration of the effective date of a 
registration statement shall be made by the registrant and the managing 
underwriters of the proposed issue, or, if there are no managing 
underwriters, by the principal underwriters of the proposed issue, and 
shall state the date upon which it is desired that the registration 
statement shall become effective. Such requests may be made in writing 
or orally, provided that, if an oral request is to be made, a letter 
indicating that fact and stating that the registrant and the managing 
or principal underwriters are aware of their obligations under the Act 
must accompany the registration statement for a pre-effective amendment 
thereto) at the time of filing with the Commission. Written requests 
may be sent to the Commission by facsimile transmission. * * *
* * * * *
    30. By revising the section heading, designating the existing text 
as paragraph (a), and adding paragraphs (b) and (c) to Sec. 230.462 to 
read as follows:


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

    (a) * * *
    (b) A registration statement and any post-effective amendment 
thereto shall become effective upon filing with the Commission if:
    (1) The registration statement is for registering additional 
securities of the same class(es) as were included in an earlier 
registration statement for the same offering and declared effective by 
the Commission;
    (2) The new registration statement is filed prior to the time 
confirmations are sent or given; and
    (3) The new registration statement registers additional securities 
in an amount and at a price that together represent no more than 20% of 
the maximum aggregate offering price set forth for each class of 
securities in the ``Calculation of Registration Fee'' table contained 
in such earlier registration statement.
    (c) If the prospectus contained in a post-effective amendment filed 
prior to the time confirmations are sent or given contains no 
substantive changes from or additions to the prospectus previously 
filed as part of the effective registration statement, other than 
price-related information omitted from the registration statement in 
reliance on Rule 430A of the Act (Sec. 230.430A), such post-effective 
amendment shall become effective upon filing with the Commission.
    31. By amending Sec. 230.472 to add paragraph (e) to read as 
follows: [[Page 26618]] 


Sec. 230.472  Filing of amendments; number of copies.

* * * * *
    (e) Notwithstanding any other provision of this section, if a post-
effective amendment is filed pursuant to Rule 462(b) (Sec. 230.462(b)) 
and Rule 110(d) (Sec. 230.110(d)), one copy of the complete post-
effective amendment, including exhibits and all other papers and 
documents filed as a part thereof shall be filed with the Commission. 
Such copy should not be bound and may contain facsimile versions of 
manual signatures in accordance with Rule 402(e) (Sec. 230.402)e)).
    32. By amending Sec. 230.483 to add a sentence at the end of 
paragraph (b) and to designate the existing text of paragraph (c) as 
paragraph (c)(1) and adding paragraph (c)(2) to read as follows:
Sec. 230.483  Exhibits for certain registration statements, financial 
data schedule.

* * * * *
    (b) * * * A power of attorney that is filed with the Commission 
shall relate to a specific filing, an amendment thereto, or a related 
registration statement that is to be effective upon filing pursuant to 
Rule 462(b) (Sec. 230.462(b)) under the Act.
    (c)(1) * * *
    (2) In a registration statement filed pursuant to Rule 462(b) 
(Sec. 230.462(b)) by a closed-end company, any required consent may be 
incorporated by reference into the registration statement from a 
previously filed registration statement related to the offering, 
provided that the consent contained in the previously filed 
registration statement expressly provides for such incorporation. Any 
consent filed in a Rule 462(b) (Sec. 230.462(b)) registration statement 
may contain duplicated or facsimile versions of required signatures, 
and such signatures shall be considered manually filed for the purposes 
of the Act and the rules thereunder.
    33. By amending Sec. 230.497 to designate the existing text of 
paragraph (h) as paragraph (h)(1) and adding paragraph (h)(2) to read 
as follows:


230.497  Filing of investment company prospectuses--number of copies.

    (h) * * *
    (2) Ten copies of each term sheet or abbreviated term sheet sent or 
given in reliance upon Rule 434 (Sec. 230.434) shall be filed with the 
Commission no later than the second business day following the earlier 
of the date of determination of the offering price, or the date it is 
first used after effectiveness in connection with a public offering or 
sales, or transmitted by a means reasonably calculated to result in 
filing with the Commission by that date.
* * * * *

PART 232--REGULATION S-T--GENERAL RULES AND REGULATIONS FOR 
ELECTRONIC FILERS

    34. The authority citation for Part 232 continues to read as 
follows:

    Authority: 15 U.S.C. 77f, 77g, 77h, 77j, 77s(a), 77sss(a), 
78c(b), 78l, 78m, 78n, 78o(d), 78w(a), 78ll(d), 79t(a), 80a-8, 80a-
29, 80a-30 and 80a-37.

    35. By adding paragraph (a)(3) before the Note to Sec. 232.13 to 
read as follows:


Sec. 232.13  Date of filing; adjustment of filing date.

    (a) * * *
    (3) Notwithstanding paragraph (a)(2) of this section, any 
registration statement or any post-effective amendment thereto filed 
pursuant to Rule 462(b) (Sec. 230.462(b) of this chapter) by direct 
transmission commending on or before 10 p.m. Eastern Standard Time or 
Eastern Daylight Savings Time, whichever is currently in effect, shall 
be deemed filed on the same business day.
* * * * *

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

    36. 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, 79, 79m, 79n, 
79q, 79t, 80a-8, 80a-29, 80a-30 and 80a-37, unless otherwise noted.


Sec. 239.9  [Amended]

* * * * *
    37. By amending Form SB-1 (referenced in Sec. 239.9) by adding 
three check boxes to the cover page immediately before ``Calculation of 
Registration Fee,'' by adding a Note to appear immediately after the 
Calculation of Registration Fee table, and by adding paragraph H to 
General Instructions to read as follows:

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

Form SB-1-Registration Statement Under the Securities Act of 1933

* * * * *
    If this Form is filed to register additional securities for an 
offering pursuant to Rule 462(b) 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(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.[ ]
* * * * *

Calculation of 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.
* * * * *

General Instructions

* * * * *
    H. Registration of additional securities. With respect to the 
registration of additional securities for an offering pursuant to 
Rule 462(b) under the Securities Act, the registrant may file a 
registration statement consisting only of the following: The facing 
page; a statement that the contents of the earlier registration 
statement, identified by file number, are incorporated by reference; 
required opinions and consents; the signature page; and any price-
related information omitted from the earlier registration statement 
in reliance on Rule 430A that the registrant chooses to include in 
the new registration statement. The information contained in such a 
Rule 462(b) registration statement shall be deemed to be a part of 
the earlier registration statement as of the date of effectiveness 
of the Rule 462(b) registration statement. Any opinion or consent 
required in the Rule 462(b) registration statement may be 
incorporated by reference from the earlier registration statement 
with respect to the offering, if: (i) Such opinion or consent 
expressly provides for such incorporation; and (ii) such opinion 
relates the securities registered pursuant to Rule 462(b). See Rule 
411(c) and Rule 439(b) under the Securities Act.
* * * * *


Sec. 239.10  [Amended]

    38. By amending Form SB-2 (referenced in Sec. 239.10) by adding 
three check boxes to the cover page immediately before ``Calculation of 
Registration Fee,'' by adding two sentences to the end of the Note 
following the Calculation of Registration Fee table, and by adding 
paragraph C to General Instructions to read as follows:

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

Form SB-2--Registration Statement Under the Securities Act of 1933

* * * * * [[Page 26619]] 
    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 [  ]
* * * * *

Calculation of 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.
* * * * *

General Instructions

* * * * *
    C. Registration of additional securities. With respect to the 
registration of additional securities for an offering pursuant to 
Rule 462(b) under the Securities Act, the registrant may file a 
registration statement consisting only of the following: The facing 
page; a statement that the contents of the earlier registration 
statement, identified by file number, are incorporated by reference; 
required opinions and consents; the signature page; and any price-
related information omitted from the earlier registration statement 
in reliance on Rule 430A that the registrant chooses to include the 
new registration statement. The information contained in such a Rule 
462(b) registration statement shall be deemed to be a part of the 
earlier registration statement as of the date of effectiveness of 
the Rule 462(b) registration statement. Any opinion or consent 
required in the Rule 462(b) registration statement may be 
incorporated by reference from the earlier registration statement 
with respect to the offering, if: (i) Such opinion or consent 
expressly provides for such incorporation; and (ii) such opinion 
relates to the securities registered pursuant to Rule 462(b). See 
Rule 411(c) and Rule 439(b) under the Securities Act.


Sec. 239.11  [Amended]

    39. By amending Form S-1 (referenced in Sec. 239.11) by adding 
three check boxes to the cover page immediately before ``Calculation of 
Registration Fee,'' and by adding two sentences to the end of the Note 
following the Calculation of Registration Fee table, and by adding 
paragraph V. to General Instructions to read as follows:

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

Form S-1--Registration Statement Under the Securities Act of 1933

* * * * *
    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. [  ]
* * * * *

Calculation of 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.

General Instructions

* * * * *

V. Registration of Additional Securities

    With respect to the registration of additional securities for an 
offering pursuant to Rule 462(b) under the Securities Act, the 
registrant may file a registration statement consisting only of the 
following: The facing page; a statement that the contents of the 
earlier registration statement, identified by file number, are 
incorporated by reference; required opinions and consents; the 
signature page; and any price-related information ommitted from the 
earlier registration statement in reliance on Rule 430A that the 
registrant chooses to include in the new registration statement. The 
information contained in such a Rule 462(b) registration statement 
shall be deemed to be a part of the earlier registration statement 
as of the date of effectiveness of the rule 462(b) registration 
statement. Any opinion or consent required in the Rule 462(b) 
registration statement may be incorporated by reference from the 
earlier registration statement with respect to the offering, if: (i) 
Such opinion or consent expressly provides for such incorporation; 
and (ii) such opinion relates to the securities registered pursuant 
to rule 462(b). See Rule 411(c) and rule 439(b) under the Securities 
Act.
* * * * *


Sec. 239.12  [Amended]

    40. By amending Form S-2 (referenced in Sec. 239.12) by adding 
three check boxes to the cover page immediately before ``Calculation of 
Registration Fee,'' by adding two sentences to the end of the Note 
following the Calculation of Registration Fee table, and by adding 
paragraph III. to General Instructions to read as follows:

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

Form S-2--Registration Statement under the Securities Act of 1933

* * * * *
    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. [  ]
* * * * *

Calculation of 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 offering 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

* * * * *
    III. Registration of Additional Securities. With respect to the 
registration of additional securities for an offering pursuant to 
Rule 462(b) under the Securities Act, the registrant may file a 
registration statement consisting only of the following: the facing 
page; a statement that the contents of the earlier registration 
statement, identified by file number, are incorporated by reference; 
required opinions and consents; the signature page; and any price-
related information [[Page 26620]] ommitted from the earlier 
registration statement in reliance on Rule 430A that the registrant 
chooses to include in the new registration statement. The 
information contained in such a Rule 462(b) registration statement 
shall be deemed to be a part of the earlier registration statement 
as of the date of effectiveness of the Rule 462(b) registration 
statement. Any opinion or consent required in the Rule 462(b) 
registration statement may be incorporated by reference from the 
earlier registration statement with respect to the offering, if: (i) 
such opinion or consent expressly provides for such incorporation; 
and (ii) such opinion relates to the securities registered pursuant 
to Rule 462(b). See Rule 411(c) and Rule 439(b) under the Securities 
Act.
* * * * *


Sec. 239.13  [Amended]

    41. By amending Form S-3 (referenced in Sec. 239.13) by adding 
three check boxes to the cover page immediately before ``Calculation of 
Registration Fee,'' by adding three sentences to the end of the Note 
following the Calculation of Registration Fee table, and by adding 
paragraph IV. to General Instructions to read as follows:

    Note: The text of Form S-3 does not and the amendments will not 
appear in the Code of Federal Regulations.
Form S-3--Registration Statement Under the Securities Act of 1933

    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.[  ]

Calculation of 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 
(``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

* * * * *
    IV. Registration of additional securities. With respect to the 
registration of additional securities for an offering pursuant to 
Rule 462(b) under the Securities Act, the registrant may file a 
registration statement consisting only of the following: The facing 
page; a statement that the contents of the earlier registration 
statement, identified by file number, are incorporated by reference; 
required opinions and consents; the signature page; and any price-
related information omitted from the earlier registration statement 
in reliance on Rule 430A that the registrant chooses to include in 
the new registration statement. The information contained in such a 
Rule 462(b) registration statement shall be deemed to be a part of 
the earlier registration statement as of the date of effectiveness 
of the Rule 462(b) registration statement. Any opinion or consent 
required in the Rule 462(b) registration statement may be 
incorporated by reference from the earlier registration statement 
with respect to the offering, if: (i) Such opinion or consent 
expressly provides for such incorporation; and (ii) such opinion 
relates to the securities registered pursuant to Rule 462(b). See 
Rule 411(c) and Rule 439(b) under the Securities Act.
* * * * *
Sec. 239.18  [Amended]

    42. By amending Form S-11 (referenced in Sec. 239.18) by adding 
paragraph G. to General Instructions, by adding three check boxes to 
the cover page immediately before ``Calculation of Registration Fee'' 
and by adding two sentences to the end of the Note following the 
Calculation of Registration Fee table to read as follows:

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

Form S-11--For Registration Under the Securities Act of 1933 of 
Securities of Certain Real Estate Companies

General Instructions

* * * * *
    G. Registration of additional securities. With respect to the 
registration of additional securities for an offering pursuant to 
Rule 462(b) under the Securities Act, the registrant may file a 
registration statement consisting only of the following: The facing 
page; a statement that the contents of the earlier registration 
statement, identified by file number, are incorporated by reference; 
required opinions and consents; the signature page; and any price-
related information omitted from the earlier registration statement 
in reliance on Rule 430A that the registrant chooses to include in 
the new registration statement. The information contained in such a 
Rule 462(b) registration statement shall be deemed to be a part of 
the earlier registration statement as of the date of effectiveness 
of the Rule 462(b) registration statement. Any opinion or consent 
required in the rule 462(b) registration statement may be 
incorporated by reference from the earlier registration statement 
with respect to the offering, if: (i) Such opinion or consent 
expressly provides for such incorporation; and (ii) such opinion 
relates to the securities registered pursuant to Rule 462(b). See 
Rule 411(c) and rule 439(b) under the Securities Act.
* * * * *

Form S-11--Registration Statement under the Securities Act of 1933

* * * * *
    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. [  ]
* * * * *

Calculation of 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 needed 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.
* * * * *


Sec. 239.31  [Amended]

    43. By amending Form F-1 (referenced in Sec. 239.31) by adding 
three check boxes to the cover page immediately before ``Calculation of 
Registration Fee,'' by adding two sentences to the end of the Note 
following the Calculation of Registration Fee table, and by adding 
paragraph V. to General Instructions to read as follows:

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

Form F-1--Registration Statement under the Securities Act of 1933

* * * * *
    If this Form is filed to register additional securities for an 
offering pursuant to Rule 462(b) under the Securities Act, please 
check [[Page 26621]] 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. [  ]
 * * * * *

Calculation of 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.

General Instructions

 * * * * *
    V. Registration of additional securities. With respect to the 
registration of additional securities for an offering pursuant to 
Rule 462(b) under the Securities Act, the registrant may file a 
registration statement consisting only of the following: The facing 
page; a statement that the contents of the earlier registration 
statement, identified by file number, are incorporated by reference; 
required opinions and consents; the signature page; and any price-
related information omitted from the earlier registration statement 
in reliance on Rule 430A that the registrant chooses to include in 
the new registration statement. The information contained in such a 
Rule 462(b) registration statement shall be deemed to be a part of 
the earlier registration statement as of the date of effectiveness 
of the Rule 462(b) registration statement. Any opinion or consent 
required in the rule 462(b) registration statement may be 
incorporated by reference from the earlier registration statement 
with respect to the offering, if: (i) such opinion or consent 
expressly provides for such incorporation; and (ii) such opinion 
relates to the securities registered pursuant to Rule 462(b). See 
Rule 411(c) and Rule 439(b) under the Securities Act.
 * * * * *
    44. By amending Form F-2 (referenced in Sec. 239.32) by adding 
three check boxes to the cover page immediately before ``Calculation of 
Registration Fee,'' by adding two sentences to the end of the Note 
following the Calculation of Registration Fee table, and by adding 
paragraph IV. to General Instructions to read as follows:

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

Form F-2--Registration Statement under the Securities Act of 1933

 * * * * *
    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. [  ]
 * * * * *

Calculation of 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.

General Instructions

 * * * * *
    IV. Registration of additional securities. With respect to the 
registration of additional securities for an offering pursuant to 
Rule 462(b) under the Securities Act, the registrant may file a 
registration statement consisting only of the following: The facing 
page; a statement that the contents of the earlier registration 
statement, identified by file number, are incorporated by reference; 
required opinions and consents; the signature page; and any price-
related information omitted from the earlier registration statement 
in reliance on Rule 430A that the registrant chooses to include in 
the new registration statement. The information contained in such a 
Rule 462(b) registration statement shall be deemed to be a part of 
the earlier registration statement as of the date of effectiveness 
of the Rule 462(b) registration statement. Any opinion or consent 
required in the Rule 462(b) registration statement may be 
incorporated by reference from the earlier registration statement 
with respect to the offering, if: (i) Such opinion or consent 
expressly provides for such incorporation; and (ii) such opinion 
relates to the securities registered pursuant to Rule 462(b). See 
Rule 411(c) and Rule 439(b) under the Securities Act.
 * * * * *
    45. By amending Form F-3 (referenced in Sec. 239.33) by adding 
three check boxes to the cover page immediately before ``Calculation of 
Registration Fee,'' by adding three sentences to the end of the Note 
following the Calculation of Registration Fee table, and by adding 
paragraph IV. to General Instructions to read as follows:

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

Form F-3--Registration Statement Under the Securities Act of 1933

 * * * * *
    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. [  ]
* * * * *

Calculation of 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 
(``Fee Table''). Where two or more classes of securities are being 
registered pursuant to General Instruction II.C, 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.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

* * * * *
    IV. Registration of additional securities. With respect to the 
registration of additional securities for an offering pursuant to 
Rule 462(b) under the Securities Act, the registrant may file a 
registration statement consisting only of the following: The facing 
page; a statement that the contents of the earlier registration 
statement, identified by file number, are incorporated by reference; 
required opinions and consents; the signature page; and any price-
related information omitted from the earlier registration statement 
in reliance on Rule 430A that the [[Page 26622]] registrant chooses 
to include in the new registration statement. The information 
contained in such a Rule 462(b) registration statement shall be 
deemed to be a part of the earlier registration statement as of the 
date of effectiveness of the Rule 462(b) registration statement. Any 
opinion or consent required in the Rule 462(b) registration 
statement may be incorporated by reference from the earlier 
registration statement with respect to the offering, if: (i) Such 
opinion or consent expressly provides for such incorporation; and 
(ii) such opinion relates to the securities registered pursuant to 
Rule 462(b). See Rule 411(c) and Rule 439(b) under the Securities 
Act.

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

    46. 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, 777ttt, 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.
* * * * *
    47. The authority citation following Sec. 15c2-8 is removed.
    48. By amending Sec. 240.12b-11 to add paragraph (d) to read as 
follows:


Sec. 240.12b-11  Number of copies; signatures; binding.

* * * * *
    (d) Duplicated or facsimile versions of manual signatures of 
persons required to sign any registration statement pursuant to 
sections 12(b) and 12(g) of the Act (15 U.S.C. 78l(b) and 78l(g)), any 
report or schedule filed pursuant to sections 13 and 15(d) of the Act 
(15 U.S.C. 78m and 78o(d)), or any amendment or exhibit to such 
registration statement, report or schedule, that are filed or submitted 
to the Commission under the Act, shall be considered manual signatures 
for purposes of the Act and rules and regulations thereunder; provided 
that, the original signed document is retained by the filer for a 
period of five years and, upon request, the filer furnishes to the 
Commission or the staff the original manually signed document.
    49. By amending Sec. 240.14d-1 to add paragraph (d) to read as 
follows:


Sec. 240.14d-1  Scope of and definitions applicable to Regulations 14D 
and 14E.

* * * * *
    (d) Duplicated or facsimile versions of manual signatures of 
persons required to sign any document pursuant to Regulation 14D and 
Regulation 14E that is filed or submitted to the Commission under the 
Act shall be considered manual signatures for purposes of the Act and 
rules and regulations thereunder; provided that, the original signed 
document is retained by the filer for a period of five years and, upon 
request, the filer furnishes to the Commission or the staff the 
original manually signed document.
    50. Section 240.15c2-8(b) is amended by revising the word 
``mailing'' to read ``sending''.
    51 Section 240.15c2-8(c) is amended by revising the word ``mail'' 
to read ``send''.
    52. Section 240.15c2-8(d) is amended by revising the word ``mail'' 
to read ``send''.
    53. Section 240.15c2-8 is amended by adding paragraph (j) to read 
as follows:


Sec. 240.15c2-8  Delivery of Prospectus

* * * * *
    (j) For purposes of this section, the term preliminary prospectus 
shall include the term prospectus subject to completion as used in 17 
CFR 230.434(a), and the term final prospectus shall include the term 
Section 10(a) prospectus as used in 17 CFR 230.434(a).
    54. Amend Sec. 240.15c6-1 by revising the phrase ``paragraph (b)'' 
in paragraph (a) to read ``paragraphs (b), (c), and (d)''; by revising 
the phrase ``Paragraph (a)'' in paragraph (b) to read ``Paragraphs (a) 
and (c)''; by removing paragraph (b)(2); by redesignating paragraph 
(b)(3) as paragraph (b)(2); and by adding paragraphs (c) and (d) to 
read as follows:
Sec. 240.15c6-1  Settlement cycle.

* * * * *
    (c) Paragraph (a) of this section shall not apply to contracts for 
the sale for cash of securities that are priced after 4:30 p.m. Eastern 
time on the date such securities are priced and that are sold by an 
issuer to an underwriter pursuant to a firm commitment underwritten 
offering registered under the Securities Act of 1933 or sold to an 
initial purchaser by a broker-dealer participating in such offering 
provided that a broker or dealer shall not effect or enter into a 
contract for the purchase or sale of such securities that provides for 
payment of funds and delivery of securities later than the fourth 
business day after the date of the contract unless otherwise expressly 
agreed to by the parties at the time of the transaction.
    (d) For purposes of paragraphs (a) and (c) of this section, the 
parties to a contract shall be deemed to have expressly agreed to an 
alternate date for payment of funds and delivery of securities at the 
time of the transaction for a contract for the sale for cash of 
securities pursuant to a firm commitment offering if the managing 
underwriter and the issuer have agreed to such date for all securities 
sold pursuant to such offering and the parties to the contract have not 
expressly agreed to another date for payment of funds and delivery of 
securities at the time of the transaction.
    55. By amending Sec. 240.16a-3 to add paragraph (i) to read as 
follows:


Sec. 240.16a-3  Reporting transactions and holdings.

* * * * *
    (i) Duplicated or facsimile versions of manual signatures of 
persons required to sign any document pursuant to Section 16 of the Act 
(15 U.S.C. 78p) that is filed or submitted to the Commission under the 
Act shall be considered manual signatures for purposes of the Act and 
rules and regulations thereunder; provided that, the original signed 
document is retained by the filer for a period of five years and, upon 
request, the filer furnishes to the Commission or the staff the 
original manually signed document.

PART 270--GENERAL RULES AND REGULATIONS, INVESTMENT COMPANY ACT OF 
1940

    56. The authority citation for Part 270 continues to read, in part 
as follows:

    Authority: 15 U.S.C. 80a-1 et seq., 80a-37, 80a-39 unless 
otherwise noted.
* * * * *
    57. By amending Sec. 270.8b-11 to add paragraph (e) to read as 
follows:


Sec. 270.8b-11  Number of copies; signatures; binding.

* * * * *
    (e) Duplicated or facsimile versions of manual signatures of 
persons required to sign any registration statement or report, 
including all amendments and exhibits to such statements or reports, 
that are filed or submitted to the Commission under the Act, shall be 
considered manual signatures for the purposes of the Act and the rules 
and regulations thereunder; provided that, the original signed document 
is retained by the filer for a period of five years and, upon request, 
the filer furnishes to the Commission or the staff the original 
manually signed document.
PART 239--FORMS PRESCRIBED UNDER THE SECURITIES ACT OF 1933

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

    58. The authority citation for part 274 continues to read as 
follows:

    [[Page 26623]] 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.


Secs. 239.14 and 274.11a-1  [Amended]

    59. By amending Form N-2 (referenced in Secs. 239.14 and 274.11a-1) 
by adding one check box to the cover page immediately before 
``Calculation of Registration Fee Under the Securities Act of 1933,'' 
and by adding two sentences to the end of the first Instruction 
following the Calculation of Registration Fee Under the Securities Act 
of 1933 table and by adding paragraph J. to the General Instructions to 
read as follows:

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

Form N-2--Registration Statement Under the Securities Act of 1933

* * * * *
    [  ] This Form is filed to register additional securities for an 
offering pursuant to Rule 462(b) under the Securities Act and the 
Securities Act registration statement number of the earlier 
effective registration statement for the same offering is 
____________ .

Calculation of Registration Fee Under the Securities Act of 1933

* * * * *

Instructions

    * * * For offerings made pursuant to Rule 430A 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

* * * * *
    J. Registration additional securities. With respect to the 
registration of additional securities for an offering pursuant to 
Rule 462(b) under the Securities Act, the registrant may file a 
registration statement consisting only of the following: The facing 
page; a statement that the contents of the earlier registration 
statement, identified by file number, are incorporated by reference; 
required opinions and consents; the signature page; and any price-
related information omitted from the earlier registration statement 
in reliance on Rule 430A that the registrant chooses to include in 
the new registration statement. Any opinion or consent required in 
such a registration statement may be incorporated by reference from 
the earlier registration statement with respect to the offering, if: 
(i) Such opinion or consent expressly provides for such 
incorporation; and (ii) such opinion relates to the securities 
registered pursuant to Rule 462(b). See Rule 411(c) and Rule 483(c) 
under the Securities Act.
* * * * *
    Dated: May 11, 1995.

    By the Commission.
Margaret H. McFarland,
Deputy Secretary.
[FR Doc. 95-12007 Filed 5-16-95; 8:45 am]
BILLING CODE 8010-01-M