[Federal Register Volume 61, Number 242 (Monday, December 16, 1996)]
[Notices]
[Pages 66064-66065]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 96-31892]


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SECURITIES AND EXCHANGE COMMISSION

Agency Meetings

    Notice is hereby given, pursuant to the provisions of the 
Government in the Sunshine Act, Pub. L. 94-409, that the Securities and 
Exchange Commission will hold the following meetings during the week of 
December 16, 1996.
    An open meeting will be held on Wednesday, December 18, 1996, at 10

[[Page 66065]]

a.m. A closed meeting will be held on Friday, December 20, 1996, at 10 
a.m.
    Commissioners, Counsel to the Commissioners, the Secretary to the 
Commission, and recording secretaries will attend the closed meeting. 
Certain staff members who have an interest in the matters may also be 
present.
    The General Counsel of the Commission, or his designee, has 
certified that, in his opinion, one or more of the exemptions set forth 
in 5 U.S.C. 552b(c) (4), (8), (9)(A) and (10) and 17 CFR 200.402(a) 
(4), (8), (9)(i) and (10), permit consideration of the scheduled 
matters at the closed meeting.
    Commissioner Johnson, as duty officer, voted to consider the items 
listed for the closed meeting in a closed session.
    The subject matter of the open meeting scheduled for Wednesday, 
December 18, 1996, at 10 a.m., will be:

    (1) Consideration of whether to adopt a new anti-manipulation 
regulation, Regulation M, and Rules 100 through 105 thereunder, 
governing securities offerings. The new regulations would simplify, 
modify, and in some cases, eliminate provisions that otherwise 
restrict the activities of issuers, underwriters, and others 
participating in a securities offering. Regulation M would be 
adopted under various provisions of the Securities Act of 1933 and 
the Securities Exchange Act of 1934 (``Exchange Act''), among other 
statutory provisions, and would replace Rules 10b-6, 10b-6A, 10b-7, 
10b-8, and 10b-21 under the Exchange Act. The Commission also will 
consider related amendments to Items 502(d) and 508 of Regulations 
S-B and S-K, and to Rules 10b-18 and 17a-2 under the Exchange Act. 
Technical amendments to various rules and schedules to reflect the 
adoption of Regulation M also will be considered. For further 
information, contact M. Blair Corkran or Alan Reed at (202) 942-
0772.
    (2) Consideration of whether to adopt an amendment to Rule 13e-4 
under the Securities Exchange Act of 1934 and to issue a class 
exemption from Rule 10b-13, and a temporary class exemption from 
Rule 10b-6, under the Securities Exchange Act of 1934 to eliminate 
the record date requirement from paragraph (h)(5) of Rule 13e-4 and 
to permit continuous odd-lot tender offers by issuers. For further 
information, please contact Lauren C. Mullen at (202) 942-0772.
    (3) Consideration of whether to propose for public comment rules 
2a51-1, 2a51-2, 2a51-3, 3c-1, 3c-5, 3c-6 and 3c-7 under the 
Investment Company Act of 1940. The rules would implement certain 
provisions of the National Securities Markets Improvement Act of 
1996 (the ``1996 Act'') relating to private investment companies. 
The 1996 Act, among other things, amended section 3(c)(1) of the 
Investment Company Act (the existing exclusion from Investment 
Company Act regulation used by private investment companies) and 
added section 3(c)(7) to create a new exclusion from regulation 
under the Act for private investment companies that consist solely 
of highly sophisticated ``qualified purchasers'' owning or investing 
on a discretionary basis a specified amount of ``investments'' 
(``section 3(c)(7) funds''). The new rules would: (i) define the 
term ``investments'' for purposes of the qualified purchaser 
definition; (ii) define the term ``beneficial owner'' for purposes 
of the provisions that permit an existing private investment company 
to convert into a section 3(c)(7) fund or to be treated as a 
qualified purchaser; (iii) address certain interpretative issues 
under section 3(c)(7); (iv) address certain interpretative issues 
under section 3(c)(1) resulting from changes made by the 1996 Act; 
(v) address investments in private investment companies by certain 
``knowledgeable employees''; and (vi) address transfers of 
securities issued by private investment companies when the transfer 
was caused by legal separation, divorce, death, and certain other 
involuntary events. For further information, please contact Kenneth 
J. Berman at (202) 942-0690.
    (4) Consideration of whether to propose for public comment new 
rules and rule amendments under the Investment Advisers Act of 1940 
(``Advisers Act'') to implement provisions of the Investment 
Advisers Supervision Coordination Act (Title III of the National 
Securities Markets Improvement Act of 1996) (``Coordination Act'') 
that reallocate regulatory responsibilities for investment advisers 
between the Commission and the states. The proposed rules would 
establish the process by which certain advisers would withdraw from 
Commission registration, exempt certain advisers from the 
Coordination Act's prohibition on Commission registration, and 
define certain terms. The Commission is also proposing amendments to 
several rules under the Advisers Act that would reflect the changes 
made by the Coordination Act. The proposed rules and rule amendments 
are intended to clarify provisions of the Coordination Act and 
thereby assist investment advisers in ascertaining their regulatory 
status after the effective date of the Coordination Act, April 9, 
1997. For further information, please contact Robert E. Plaze at 
(202) 942-0716.

    The subject matter of the closed meeting scheduled for Friday, 
December 20, 1996, at 10:00 a.m., will be:
    Injunction and settlement of injunctive actions.
    Institution and settlement of administrative proceedings of an 
enforcement nature.
    Formal order of investigation.
    Opinion.
    At times, changes in Commission priorities require alterations in 
the scheduling of meeting items. For further information and to 
ascertain, what, if any, matters have been added, deleted or postponed, 
please contact:
    The Office of the Secretary at (202) 942-7070.

    Dated: December 11, 1996.
Jonathan G. Katz,
Secretary.
[FR Doc. 96-31892 Filed 12-13-96; 8:58 am]
BILLING CODE 8010-01-M