[Federal Register Volume 60, Number 207 (Thursday, October 26, 1995)]
[Proposed Rules]
[Pages 54822-54823]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 95-26576]



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[[Page 54823]]


SECURITIES AND EXCHANGE COMMISSION

17 CFR Part 240

[Release Nos. 34-36356A; 35-26389A; IC-21406A; File No. S7-21-94]
RIN 3235-AF66


Ownership Reports and Trading by Officers, Directors and 
Principal Security Holders; Correction

AGENCY: Securities and Exchange Commission.

ACTION: Correction to proposed rules.

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SUMMARY: This document contains a correction to the alternative 
proposed amendment to Securities Exchange Act Rule 16b-3 that was 
published on October 17, 1995 (60 FR 53832).

DATES: Comments should be received on or before December 15, 1995.

ADDRESSES: Comments should be submitted in triplicate to Jonathan G. 
Katz, Secretary, Securities and Exchange Commission, 450 Fifth Street, 
N.W., Washington, D.C. 20549. Comment letters should refer to File No. 
S7-21-94. All comments received will be available for public inspection 
and copying in the Commission's Public Reference Room, 450 Fifth 
Street, N.W., Washington, D.C., 20549.

FOR FURTHER INFORMATION CONTACT: Anne M. Krauskopf at (202) 942-2900, 
Division of Corporation Finance, Securities and Exchange Commission, 
450 Fifth Street, N.W., Washington, D.C. 20549.

SUPPLEMENTARY INFORMATION: On October 11, 1995, the Commission proposed 
amendments to the rule that exempts certain employee benefit plan 
transactions from the short-swing profit recovery provisions of Section 
16(b) 1 of the Securities Exchange Act of 1934 (``Exchange Act'') 
2 that would broaden the exemption and extend it to other 
transactions between issuers and their officers and directors.3 As 
published, the text of the proposed amended rule inadvertently omitted 
from the shareholder approval standard of Alternative Proposed Rule 
16b-3(c)(1)(ii) the requirement that, where a meeting is held, the vote 
be of the majority of the securities of the issuer present, or 
represented, and entitled to vote at the meeting. It is the 
Commission's intention that the procedural standards for obtaining 
shareholder approval for purposes of Alternative Proposed Rule 16b-
3(c)(1)(ii) would remain the same as currently required under Rule 16b-
3(b).4

    \1\ 15 U.S.C. 78p(b).
    \2\ 15 U.S.C. 78a et seq. (1988).
    \3\ Release No. 34-36356 (Oct. 17, 1995) [60 FR 53832].
    \4\ 17 CFR 240.16b-3(b).
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    Accordingly, the proposed rule that would exempt transactions 
between issuers and their officers and directors that was the subject 
of FR Document 95-25626 is corrected as follows:

PART 240--[CORRECTED]

    On page 53840, in the first column, paragraph (c)(1)(ii) of 
proposed Sec. 240.16b-3 is revised to read as follows:


Sec. 240.16b-3  Transactions between an issuer and its officers or 
directors.

* * * * *
    (c) * * *
    (1) * * *
    (ii) The transaction is approved or ratified, in compliance with 
section 14 of the Act, by either: the affirmative votes of the holders 
of a majority of the securities of the issuer present, or represented, 
and entitled to vote at a meeting duly held in accordance with the 
applicable laws of the state or other jurisdiction in which the issuer 
is incorporated; or the written consent of the holders of a majority of 
the securities of the issuer entitled to vote, provided that such 
ratification occurs no later than the date of the next annual meeting 
of shareholders; or
* * * * *
    Dated: October 20, 1995.

    By the Commission.
Margaret H. McFarland,
Deputy Secretary.
[FR Doc. 95-26576 Filed 10-25-95; 8:45 am]
BILLING CODE 8010-01-P