[Federal Register Volume 61, Number 116 (Friday, June 14, 1996)]
[Rules and Regulations]
[Pages 30396-30397]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 96-14185]



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SECURITIES AND EXCHANGE COMMISSION

17 CFR Part 240

[Release Nos. 34-37261; 35-26525; IC-21998]
RIN 3235-AB14


Employee Benefit Plan Exemptive Rules Under Section 16 of the 
Securities Exchange Act of 1934

AGENCY: Securities and Exchange Commission.

ACTION: Extension of phase-in period for rule 16b-3.

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SUMMARY: The Commission today is extending the phase-in period for 
compliance with the substantive conditions of new Rule 16b-3 regarding 
employee benefit plan transactions under the Securities Exchange Act of 
1934.

DATES: Effective June 14, 1996. The phase-in period for compliance with 
new Sec. 240.16b-3, which previously has been extended to September 1, 
1996, is extended until November 1, 1996.

FOR FURTHER INFORMATION CONTACT: Anne M. Krauskopf, Office of the Chief 
Counsel, Division of Corporation Finance, at (202) 942-2900.

SUPPLEMENTARY INFORMATION: On February 8, 1991, the Commission adopted 
comprehensive revisions to the rules under section 16 1 of the 
Securities Exchange Act of 1934 (``Exchange Act'').2 The new 
regulatory scheme generally became effective on May 1, 1991, but a 16 
month phase-in period was provided with respect to specified rules 
affecting employee benefit plans, in order to give registrants ample 
time to review the rule changes and amend their plans 
accordingly.3 The Adopting Release provided that registrants could 
continue to rely on the exemptions from section 16(b) of the Exchange 
Act 4 afforded by former Rules 16a-8(b),5 16a-8(g)(3),6 
and 16b-3 7 after May 1, 1991, but would be required to adopt the 
substantive conditions of new Rule 16b-3 8 by September 1, 
1992.9

    \1\ 15 U.S.C. 78p (1988).
    \2\ 15 U.S.C. 78a et seq. (1988).
    \3\ Exchange Act Release No. 28869 (February 8, 1991) (56 FR 
7242) (``Adopting Release''). See Section VII of the Adopting 
Release for transition provisions generally and Section VII.C for 
transition provisions relating to employee benefit plans.
    \4\ 15 U.S.C. 78p(b).
    \5\ 17 CFR 240.16a-8(b).
    \6\ 17 CFR 240.16a-8(g)(3).
    \7\ 17 CFR 240.16b-3 (1990).
    \8\ 17 CFR 240.16b-3 (1991).
    \9\ The phase-in period applies only to the exemption from 
section 16(b), not to the revised reporting requirements under 
section 16(a) that became effective on May 1, 1991 and the further 
revisions adopted today.
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    The Rule 16b-3 phase-in period was extended until September 1, 
1996, or such different date as set by the Commission, pending 
completion of further rulemaking under section 16 with regard to 
employee benefit plans.10 The amendments to the rules under 
section 16 adopted today, which become effective August 15, 1996, 
complete this rulemaking effort.11 While new Rule 16b-3 becomes 
available for issuers that wish to use it on August 15, 1996, the 
phase-in period for Rule 16b-3 is extended until November 1, 
1996.12

[[Page 30397]]

Consistent with the transition provisions adopted today, current Rule 
16b-3 and former Rules 16a-8(b), 16a-8(g) and 16b-3 will remain 
available for transactions effected prior to November 1, 1996.
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    \10\ Exchange Act Release No. 36063 (August 7, 1995) (60 FR 
40994).
    \11\ Exchange Act Release No. 34-37260, Section VII.
    \12\ When an issuer adopts a plan that complies with new Rule 
16b-3 or converts one of its existing plans to the new rule, all 
plans must be converted, provided that any transaction between an 
issuer and its officers or directors that occurs outside the scope 
of a formal plan or pursuant to a plan that permits only the 
issuance of cash-only instruments may rely on new Rule 16b-3 without 
triggering this conversion requirement.

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    Dated: May 31, 1996.

    By the Commission.

Jonathan G. Katz,
Secretary.
[FR Doc. 96-14185 Filed 6-13-96; 8:45 am]
BILLING CODE 8010-01-P