[Federal Register Volume 62, Number 142 (Thursday, July 24, 1997)]
[Rules and Regulations]
[Pages 39755-39770]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 97-19444]


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SECURITIES AND EXCHANGE COMMISSION

17 CFR Parts 228, 229, 230, 232, 239, 240, and 249

[Release Nos. 33-7431 and 34-38850; S7-15-96]
RIN 3235-AG80


Phase Two Recommendations of Task Force on Disclosure 
Simplification

AGENCY: Securities and Exchange Commission.

ACTION: Final rules.

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SUMMARY: In response to the Report of the Task Force on Disclosure 
Simplification, the Commission proposed for comment the elimination and 
amendment of certain forms and rules to simplify the disclosure 
process. After reviewing the comment letters received on the 
Commission's proposals, the Commission is rescinding two forms and one 
rule that are no longer necessary or appropriate for the protection of 
investors. The Commission also is adopting one rule and amending a 
number of rules and forms in order to eliminate unnecessary 
requirements and to streamline the disclosure process.

EFFECTIVE DATE: The new rule and amendments will become effective 
September 2, 1997. If the EDGAR programming on the amendments affecting 
Form 8-A (17 CFR 249.208a) and Rule 462(d) (17 CFR 230.462(d)) is not 
completed by this date, the Commission will select a later effective 
date for these two amendments and issue an appropriate notice of that 
date.

FOR FURTHER INFORMATION CONTACT: Felicia H. Kung, Division of 
Corporation Finance, at (202) 942-2990.

SUPPLEMENTARY INFORMATION: After considering certain recommendations of 
the Task Force on Disclosure Simplification, as well as the comment 
letters received by the Commission on its proposals to implement these 
recommendations, the Commission today is adopting amendments to Item 
701 1 of Regulation S-B,2 Item 701 3 
of Regulation S-K,4 Rule 401,5 Rule 
404,6 Rule 424,7 Rule 462,8 Rule 
463,9 and Rule 497 10 under the Securities Act of 
1933 (``Securities Act'').11 In addition, the Commission is 
rescinding Rule 101(c)(5) under Regulation S-T.12 Amendments 
are being adopted to Form D,13 Form SB-1,14 Form 
SB-2,15 Form S-1,16 Form S-2,17 Form 
S-3,18 Form S-11,19 Form S-4,20 Form 
F-1,21 Form F-2,22 and Form F-4 23 
under the Securities Act. In addition, the Commission is rescinding 
Form SR 24 under the Securities Act, and Rule 13a-2 
25 and Form 8-B 26 under the Securities Exchange 
Act of 1934 (``Exchange Act'').27 The Commission is adopting 
Rule 12a-8 28 under the Exchange Act. In addition, 
amendments are being adopted with respect to the following Exchange Act 
rules and forms: Rule 12d1-2,29 Rule 12g-3,30 
Rule 13a1,31 Rule 15d-3,32 Rule 15d-
5,33 Form 8-A,34 Form 10,35 Form 20-
F,36 Form 10-Q,37 Form 10-QSB,38 Form 
10-K,39 and Form 10-KSB.40
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    \1\ 17 CFR 228.701.
    \2\ 17 CFR part 228.
    \3\ 17 CFR 229.701.
    \4\ 17 CFR part 229.
    \5\ 17 CFR 230.401.
    \6\ 17 CFR 230.404.
    \7\ 17 CFR 230.424.
    \8\ 17 CFR 230.462.
    \9\ 17 CFR 230.463.
    \10\ 17 CFR 230.497.
    \11\ 15 U.S.C. 77a et seq.
    \12\ 17 CFR 232.101(c)(5).
    \13\ 17 CFR 239.500.
    \14\ 17 CFR 239.9.
    \15\ 17 CFR 239.10.
    \16\ 17 CFR 239.11.
    \17\ 17 CFR 239.12.
    \18\ 17 CFR 239.13.
    \19\ 17 CFR 239.18.
    \20\ 17 CFR 239.25.
    \21\ 17 CFR 239.31.
    \22\ 17 CFR 239.32.
    \23\ 17 CFR 239.34.
    \24\ 17 CFR 239.61.
    \25\ 17 CFR 240.13a-2.
    \26\ 17 CFR 249.208b.
    \27\ 15 U.S.C. 78a et seq.
    \28\ 17 CFR 240.12a-8.
    \29\ 17 CFR 240.12d1-2.
    \30\ 17 CFR 240.12g-3.
    \31\ 17 CFR 240.13a-1.
    \32\ 17 CFR 240.15d-3.
    \33\ 17 CFR 240.15d-5.
    \34\ 17 CFR 249.208a.
    \35\ 17 CFR 249.210.
    \36\ 17 CFR 249.220f.
    \37\ 17 CFR 249.308a.
    \38\ 17 CFR 249.308b.
    \39\ 17 CFR 249.310.
    \40\ 17 CFR 249.310b.
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I. Background

    In March 1996, the Commission's Task Force on Disclosure 
Simplification (``Task Force'') presented its Report 41 
recommending the elimination or modification of many rules and forms, 
and proposing suggestions for simplifying significant aspects of 
securities offerings to the Commission. As a result of the Task Force 
Report, the Commission eliminated 44 rules and four forms last 
May.42
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    \41\ The Task Force Report is available for inspection and 
copying in the Commission's public reference room. The Report also 
is posted on the Commission's Internet web site (http://
www.sec.gov).
    \42\ Release No. 33-7300 (May 31, 1996) [61 FR 30397].
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    At the same time that the Commission adopted those changes, it 
issued a release proposing for comment the elimination or streamlining 
of additional requirements.43 The proposals contained in 
that release were based on the Commission's further consideration of 
the Task Force recommendations.
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    \43\ Release No. 33-7301 (May 31, 1996) [61 FR 30405] 
(``Proposing Release'').
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    After reviewing the comment letters received 44 and 
further considering the proposals, the Commission has determined to 
adopt most of the proposals, with certain modifications discussed 
below. Two of the proposals are not being adopted. First, the 
Commission had proposed that the Form D federal filing requirement be 
eliminated for the Regulation D and Section 4(6) exemptions. Filers 
would have had to continue to prepare Form D and retain it, but not 
file it with the

[[Page 39756]]

Commission. After further consideration, the Commission has determined 
that the information contained in Form D is still useful to the 
Commission in conducting economic and other analyses of the private 
placement market. Since the burden of having to file the Form with the 
Commission is minimal once the filer has prepared the Form, the 
Commission has determined to retain this requirement.45 
Second, the Commission has decided to defer consideration of the 
proposal to permit concurrent registration of a public offering under 
the Securities Act and a class of securities under the Exchange Act by 
filing a single form pending consideration of programming issues 
affecting the Commission's Electronic Data Gathering, Analysis and 
Retrieval (``EDGAR'') computer system and modifications to the 
Commission's record-keeping system that would be required. 
Nevertheless, the amendments to the short form Exchange Act 
registration statement, Form 8-A, that are being adopted today (as 
outlined below) should substantially reduce burdens on issuers. Action 
may be taken at a later date on the concurrent registration proposal.
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    \44\ The eight comment letters received are available for 
inspection and copying in the Commission's public reference room. 
Refer to file number S7-15-96. Comment letters that were submitted 
via electronic mail may be viewed at the Commission's web site: 
http://www.sec.gov.
    \45\ The Commission is making a conforming change to the text of 
Form D that became necessary as a result of the revisions to 
Regulation A in 1992 (Release No. 33-6949 (July 30, 1992) [57 FR 
36442]). Those revisions moved, without textual change, the 
disqualification provisions of the exemption from Rule 252(c), (d), 
(e) and (f), to Rule 262. The text of the first question in Part E 
of Form D is being revised to reflect this change.
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    The following summarizes the Commission's principal actions 
contained in this release: 46
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    \46\ The Commission also is adopting two technical amendments 
that result from the elimination of the cross-reference sheet 
required by former Item 501(b) of Regulation S-K. Release No. 33-
7300. Rule 404 [17 CFR 230.404] under the Securities Act and General 
Instruction II.B. of Form S-3 [17 CFR 239.13] under the Securities 
Act are being amended to eliminate references to the cross-reference 
sheet.
    Regulation S-K. Release No. 33-7300. Rule 404 (17 CFR 230.404) 
under the Securities Act and General Instruction II.B. of Form S-3 
(17 CFR 239.13) under the Securities Act are being amended to 
eliminate references to the cross-reference sheet.
    Additionally, the Commission is making technical corrections to 
Forms 10-K, 10-KSB and 20-F to remove the ``Fee Required'' caption 
on the cover page of these Forms. The Commission eliminated the fees 
associated with these Forms in September 1996. Release No. 33-7331 
(September 17, 1996) (61 FR 49957). A technical amendment to General 
Instruction I of Form 10-K also is being adopted to correct an 
inaccurate reference to former General Instruction J of that Form.
    The Commission also is adopting technical amendments to Forms S-
4 and F-4 to clarify that an issuer may use these Forms to increase 
the size of a previously registered offering. As with other forms, 
the issuer files an abbreviated registration statement to register 
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 earlier effective registration 
statement. These amendments were adopted to other Securities Act 
registration forms in May 1995 (Release No. 33-7168 (May 11, 1995) 
[60 FR 26604]) and should have been adopted with respect to Forms S-
4 and F-4.
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 Form SR, the use of proceeds report for initial public 
offerings, is eliminated, and the information currently required by 
Form SR is required in Exchange Act periodic reports;
 Form 8-A, the short-form registration statement used by 
reporting companies to register a class of securities under the 
Exchange Act, is amended to permit automatic effectiveness for all such 
forms filed and to eliminate certain exhibit requirements;
 Form 8-B, which pertains to the registration of the 
securities of successor issuers, is eliminated;
 American Depositary Receipts (``ADRs'') listed on a national 
securities exchange and registered on Form F-6 47 under the 
Securities Act are exempted from the registration requirements of 
Section 12(b) 48 of the Exchange Act, although the 
underlying class of securities is not;
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    \47\ 17 CFR 239.36.
    \48\ 15 U.S.C. 78l(b).
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 Rule 401(c) under the Securities Act is amended to permit an 
issuer to switch to a shorter Securities Act form at the time any 
amendment is filed if the issuer has become eligible to use the shorter 
form;
 The special filing requirements for radio and television 
broadcast prospectuses are being eliminated, so that such prospectuses 
will be filed according to the same requirements applicable to all 
other prospectuses; and
 Post-effective amendments to Securities Act registration 
statements filed solely to add exhibits will become effective 
automatically upon filing.

II. Forms

A. Form SR

    The Commission is eliminating Form SR, the form used by issuers to 
report their use of proceeds following an initial public offering. 
Instead, this information will be included in the issuer's Exchange Act 
periodic reports. The Commission believes that this will make the use 
of proceeds information more accessible to investors, as these reports 
are more commonly monitored by the public than Form SR. This 
information will continue to be required only of first-time 
registrants.
    Currently, Securities Act Rule 463 requires issuers to report on 
Form SR their use of proceeds following an initial public offering 
within ten days of the first three months following the effective date 
of the registration statement, and every six months thereafter, until 
the later of the termination of the offering or the application of all 
the offering proceeds.49 This Rule is amended to require a 
first-time registrant to report the use of proceeds in its first 
periodic Exchange Act report (quarterly report or annual report, 
whichever is filed first) after effectiveness, and thereafter in each 
of its periodic Exchange Act reports until the registrant has disclosed 
the use of all of the proceeds or disclosed the termination of the 
offering, whichever is later.50 Although reporting issuers 
will now be required to report use of proceeds information on a more 
frequent basis, the elimination of Form SR and the consolidation of 
disclosure requirements into the periodic reporting forms should ease 
reporting burdens on issuers by reducing the number of forms they will 
be required to file.51
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    \49\ Issuers filed 1,753 Forms SR in fiscal year 1995 and 1,654 
Forms SR in fiscal year 1996.
    \50\ The Commission also is adopting amendments to Item 701 of 
Regulation S-K and Item 701 of Regulation S-B that require all of 
the information currently required by Form SR, and amendments to 
certain periodic reporting forms under the Exchange Act (Forms 10-Q, 
10-QSB, 10-K, and 10-KSB) to cross-reference these disclosure items.
    \51\ The Commission had proposed incorporating all of the 
requirements of Form SR into each form of Exchange Act periodic 
report. In the Proposing Release, however, the Commission solicited 
comment on whether to streamline the periodic report forms by 
amending Regulations S-B and S-K to include Item 701(f), which 
incorporates the Form SR requirements, and amending each Exchange 
Act periodic report to cross-reference this Item. The latter 
approach has been implemented for all of the relevant Exchange Act 
periodic reporting forms except Form 20-F, which does not contain 
cross-references to Regulation S-K.
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    In addition, the Commission is adopting amendments to Form 20-F, 
the Exchange Act annual report form applicable to foreign private 
issuers,52 to require disclosure of the use of proceeds 
information previously contained in Form SR. Foreign private issuers, 
unlike domestic issuers, are not required to file quarterly reports 
under the Exchange Act, but are required to submit to the Commission 
periodic reports prepared in accordance with home jurisdiction 
requirements. As a result, foreign private issuers will be reporting 
the use of proceeds information on an annual, rather than quarterly, 
basis.
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    \52\ ``Foreign private issuer'' is defined in Exchange Act Rule 
3b-4(c) (17 CFR 240.3b-4(c)).
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    Although the disclosure requirements of Form SR are otherwise 
incorporated into the periodic reports without change, the Commission 
is adjusting the

[[Page 39757]]

reporting threshold that triggers disclosure of use of proceeds 
information to account for inflation. The previous reporting thresholds 
used in Form SR, the lesser of five percent of the issuer's total 
offering proceeds or $50,000, were established in 1971. The Commission 
is raising the reporting threshold under Item 701 to the lesser of five 
percent of the issuer's total offering proceeds or 
$100,000.53
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    \53\ This amendment raises the threshold from that suggested in 
the Proposing Release, which simply retained the threshold found in 
Form SR. The Commission solicited comment on raising the threshold.
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B. Form 8-A

    The Commission is adopting amendments to permit automatic 
effectiveness of all registration statements made on Form 8-A, the 
short form registration statement used by a currently reporting company 
to register a class of securities under Section 12 of the Exchange 
Act.54 The amendments should reduce burdens on filers, and 
eliminate the current disparate treatment of debt and equity securities 
registered on that Form. The Commission also is adopting certain 
technical amendments to streamline the Form and further minimize 
burdens on filers. Form 8-A requires only a description of the 
registrant's securities pursuant to Item 202 of Regulation S-K 
55 and the filing of certain exhibits.56
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    \54\ 15 U.S.C. 78l. In 1994, the Commission amended its rules to 
permit a Form 8-A filed with respect to a class of debt securities 
to be listed on a national securities exchange to become effective 
simultaneously with the effectiveness of the Securities Act 
registration statement pertaining to such debt securities. See 
Release No. 34-34922 (Nov. 1, 1994) [59 FR 55342]. The amendments to 
Rule 12d1-2 adopted today clarify the automatic effectiveness 
procedure applicable to debt securities.
    \55\ 17 CFR 229.202. The Commission has amended Form 8-A to 
require a description of the registrant's securities pursuant to 
Item 202 of Regulation S-B (17 CFR 228.202) for small business 
issuers that use Form 8-A.
    \56\ Form 8-A registration statements may incorporate by 
reference information that is contained in other filings made with 
the Commission.
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    Consistent with current staff practice, an issuer registering an 
initial public offering will be permitted to use Form 8-A even though 
it will not be subject to reporting until after the effectiveness of 
that Securities Act registration statement.
    Currently, a Form 8-A that is filed to register debt securities is 
effective automatically. The Commission has determined that there is no 
reason to differentiate in this respect between debt and equity 
securities. Staff review of these filings is redundant, given that the 
Form largely incorporates by reference information contained in other 
Commission filings that are subject to staff review. Because the 
quality of the disclosure available to the public will not be 
compromised, the Commission is adopting amendments today to make all 
registration statements filed on Form 8-A effective 
automatically.57
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    \57\ See amendments to Rule 12d1-2. Acceleration requests will 
no longer be required for Forms 8-A, and no effectiveness orders 
will be issued with respect to such Forms. A Form 8-A filed to 
register a class of securities under Section 12(b) will become 
effective upon the later of the filing of the Form 8-A, the 
Commission's receipt of certification from the national securities 
exchange, or (if the class of securities is concurrently being 
registered under the Securities Act) the effectiveness of the 
related Securities Act registration statement. With respect to a 
class of securities registered under Section 12(g) of the Exchange 
Act, the Form 8-A will become effective upon filing, or if the class 
of securities is concurrently being registered under the Securities 
Act, the effectiveness of the related Securities Act registration 
statement, whichever is later. Filers will check the cover page of 
the Form indicating whether registration is sought under Section 
12(b) or 12(g), and also will use the appropriate EDGAR form type.
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    In addition, after soliciting comments from the national securities 
exchanges and considering the responses received, the Commission has 
determined that the copy of Form 8-A filed with each relevant national 
securities exchange need no longer contain certain exhibits because 
issuers must provide the same information as part of the listing 
application to the national securities exchanges. As a result, the 
Commission is eliminating the requirement to file these exhibits with 
the exchanges.58
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    \58\ These exhibits include, for example, copies of the last 
annual report filed pursuant to Sections 13 or 15(d) of the Exchange 
Act, copies of the latest definitive proxy statement filed with the 
Commission, and copies of the issuer's charter and by-laws. 
Accordingly, the exhibits are already publicly available.
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    The amendments adopted today will render the Form 8-A merely a 
notice of Section 12 registration that becomes effective automatically. 
The Commission has determined that the Form better serves its purpose 
as a notice if the Commission is notified separately of each national 
securities exchange on which a class of securities is registered. As a 
result, if an issuer is registering a class of securities on two or 
more national securities exchanges, it should file a separate Form 8-A 
for each exchange listing.
    As noted above, the Commission has deferred action on its proposal 
to permit concurrent Securities Act and Exchange Act registration 
without the filing of Form 8-A. The Commission will continue to review 
Exchange Act registration and the circumstances in which Form 8-A is 
filed in the context of its ongoing efforts to streamline the 
registration process.

C. Form 8-B

    The Commission has determined that Exchange Act Form 8-B, the 
registration statement for certain successor issuers, is of limited 
usefulness. Most successor issuers do not need to file a new 
registration statement, since they come within the purview of Rule 12g-
3. Under this Rule, successor issuers automatically inherit the 
Exchange Act reporting obligations of their predecessors, and file a 
Form 8-K to note the succession. As amended today, Rule 12g-3 will 
address all situations in which an issuer succeeds to an Exchange Act 
registered issuer, so that successor issuers will no longer need to 
file Form 8-B.
    Adopted in 1936, Form 8-B is used by an issuer to register its 
securities when the issuer has no securities registered under Section 
12 of the Exchange Act, but has succeeded to an issuer that has 
securities registered under Section 12 at the time of the 
succession.59 In order to simplify the registration 
requirements for successor issuers and eliminate interpretive questions 
about this little-used Form, the Commission is rescinding Form 8-B 
today.60
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    \59\ 15 U.S.C. 78I. ``Succession'' is defined in Exchange Act 
Rule 12b-2 (17 CFR 240.12b-2). In the fiscal years 1995 and 1996, 
the Commission received only 57 and 58 Form 8-B filings, 
respectively.
    \60\ The Commission also is adopting certain technical 
amendments to account for the elimination of Form 8-B. Conforming 
language changes are adopted with respect to Rule 13a-1 of the 
Exchange Act, and Rule 13a-2 of the Exchange Act is eliminated. The 
Commission is adopting amendments to Rule 12g-3 to incorporate the 
substance of these Rules.
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    The Commission is adopting amendments to Rule 12g-3 to include any 
transactions or securities that were previously covered by Form 8-B, 
but not by Rule 12g-3. Pursuant to Rule 12g-3, the equity securities of 
a non-reporting issuer that succeeds an issuer with equity securities 
registered under Section 12 are automatically deemed to be registered 
under Section 12 if the succession occurred by means of merger, 
consolidation, exchange of securities or acquisition of assets. Rule 
12g-3 is now being amended to include other transactions, such as the 
succession of a non-reporting issuer to more than one reporting issuer, 
either through consolidation into a new entity or a holding company 
formation. Currently, in this type of succession, both existing issuers 
must deregister their securities under the Exchange Act, and the 
successor must file a Form 8-B. As a result of the amendments adopted 
today, the securities of the successor issuer will be deemed

[[Page 39758]]

automatically registered under Section 12 of the Exchange Act.
    If the classes of securities issued by each of the predecessor 
issuers are registered under the same paragraph of Section 
12,61 the class of securities issued by the successor issuer 
will be deemed registered under the same paragraph of Section 12. If 
the classes of securities issued by the predecessor issuers each are 
registered under different paragraphs of Section 12, then the class of 
securities issued by the successor issuer will be deemed registered 
under Section 12(g). Consistent with prior practice, the successor 
issuer will file a Form 8-K with respect to the succession transaction 
and subsequently comply with all of the applicable provisions of the 
Exchange Act.62
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    \61\ A class of securities listed on a national securities 
exchange must be registered under Section 12(b) (15 U.S.C. 78l(b)). 
An issuer with total assets of $10 million or more and a class of 
equity securities held by at least 500 shareholders of record must 
register such class of securities pursuant to Section 12(g) [15 
U.S.C. 78l(g)]. See also Rule 12g-1 (17 CFR 240.12g-1).
    \62\ Items 1 and 2 of Form 8-K [17 CFR 249.308].
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    In the situation where the classes of securities issued by the 
predecessor issuers each are registered under different paragraphs of 
Section 12, the Commission initially had proposed that the successor 
issuer would be able to elect the Section 12 paragraph under which it 
would be deemed registered. However, upon further consideration, the 
Commission has determined that deeming successor issuers to be 
registered under Section 12(g) would be preferable in case an issuer is 
late in filing its Form 8-K and designating the paragraph of Section 12 
under which its securities should be deemed registered. If the 
successor decides to list its securities on a national securities 
exchange, it will register its securities under Section 12(b) by filing 
a Form 8-A, which has been streamlined into a simplified notice that 
will be automatically effective as a result of the amendments adopted 
today.
    In addition to these changes, the Commission is amending Rule 12g-3 
to clarify that it applies to issuers with securities registered under 
Section 12(b) of the Exchange Act,63 as well as to those 
with securities registered under Section 12(g).64 Rule 12g-3 
also is being amended to apply to any class of securities, whether 
exchange-listed, required to be registered under Section 12(g) of the 
Exchange Act, or voluntarily registered under Section 12(g) of the 
Exchange Act.65
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    \63\ Under Rule 12g-3 as amended, the securities of a successor 
to an issuer whose securities are registered under Section 12(b) 
also will be deemed registered under Section 12(b) and listed on the 
same national securities exchange. However, the exchange may 
deregister the securities by filing a Form 25 (17 CFR 249.25) if 
that is not the case. By operation of Rule 12g-2 (17 CFR 240.12g-2), 
the securities of the successor issuer will automatically be deemed 
registered under Section 12(g) of the Exchange Act.
    \64\ 15 U.S.C. 78l(g). The securities of a successor to an 
issuer whose securities are registered under Section 12(g) also will 
be deemed registered under Section 12(g). A successor issuer who 
wishes to list its securities on a national securities exchange will 
file a Form 8-A to register the securities under Section 12(b).
    The Commission also is adopting technical amendments to Rule 
12g-3 to accommodate the elimination of Form 8-B. Rule 12g-3 is 
being amended to incorporate the annual report requirements of Rule 
13a-2 and the relevant portions of Rule 13a-1, both of which contain 
references to Form 8-B.
    \65\ Section 12(g) of the Exchange Act only requires the 
registration of equity securities. It is conceivable that Rule 12g-3 
as amended could impose reporting obligations on a limited class of 
issuers not currently subjected by Rule 12g-3 to reporting following 
a succession because the predecessor issuer had a class of 
securities registered under Section 12 voluntarily. However, the 
amendment should not impose any undue burdens as a result of this 
situation because such an issuer will be able to terminate the 
registration under Section 12 immediately following the succession.
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    Consistent with some of the amendments being adopted with respect 
to Rule 12g-3, the Commission is adopting amendments to Exchange Act 
Rule 15d-5, which pertains to the automatic assumption of reporting 
obligations by a non-reporting issuer that succeeds to an issuer that 
has reporting obligations under Section 15(d) of the Exchange 
Act.66 In connection with a succession by merger, 
consolidation, exchange of securities or acquisition of assets, Rule 
15d-5 automatically transfers the Section 15(d) reporting obligations 
of a predecessor issuer to equity securities issued by a non-reporting 
successor issuer in connection with the succession. As amended, Rule 
15d-5 covers all securities issued by a non-reporting issuer, not just 
equity securities.
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    \66\ 15 U.S.C. 78o(d).
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III. Registration Requirements

A. Registration Requirements for American Depositary Receipts

    The Commission is eliminating the registration requirement under 
Section 12(b) of the Exchange Act for ADRs 67 registered on 
Form F-6 68 under the Securities Act. This will eliminate 
the current disparate treatment of ADRs that are listed on a national 
securities exchange, which must be registered under Section 12(b) of 
the Exchange Act, compared to ADRs that are traded on the Nasdaq stock 
market, which need not be registered under Section 12(g) of the 
Exchange Act.69 The Commission is adopting Rule 12a-8 
70 under the Exchange Act to exempt ADRs registered on Form 
F-6 from the registration requirements of Section 12(b). The Section 
12(b) registration requirements, however, will continue to apply to the 
class of securities underlying the ADRs.
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    \67\ An American depositary share (``ADS'') is the security that 
represents an ownership interest in deposited securities, and an ADR 
is the physical certificate that evidences ADSs. Because market 
participants do not appear to distinguish between ADRs and ADSs, the 
term ``ADR'' is used in this Release to refer to either the physical 
certificate or the security evidenced by such certificate.
    \68\ When an ADR facility is created by a Depositary, the 
Depositary files a Form F-6 to register the ADRs that will be issued 
from the facility. The transaction of offer and sale covered by the 
registration statement on Form F-6 is the deposit of securities into 
the facility. The securities so deposited must be separately 
registered or must be exempt from registration under the Securities 
Act.
    \69\ A foreign issuer whose ADRs trade on Nasdaq must register 
the common stock underlying the ADRs under Section 12(g) of the 
Exchange Act.
    \70\ Rule 12a-8 refers to the registration requirements of 
Section 12(a) of the Exchange Act, which is technically correct, 
rather than Section 12(b), which contains the listing application 
requirements for securities registered on a national securities 
exchange. However, registration under Section 12(a) is commonly 
referred to as Section 12(b) registration.
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    Exempting ADRs from Section 12(b) registration is consistent with 
the Commission's view of ADRs as separate securities that provide a 
mechanism for investing in the underlying securities,71 and 
will result in the equal treatment of listed and unlisted ADRs. 
Moreover, eliminating the Section 12(b) registration requirement for 
ADRs will eliminate unintentional technical violations of the Exchange 
Act by issuers that register the underlying shares, but neglect to 
register the ADRs under Section 12(b) by listing the ADRs on the cover 
page of the Exchange Act registration statement.
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    \71\ This view of ADRs as a means of investing in the underlying 
securities is consistent with the way that ADRs are treated for 
reporting purposes by institutional investment managers under 
Section 13(f) of the Exchange Act (15 U.S.C. 78m(f)). The shares of 
a foreign issuer that are held through ADRs, as well as the shares 
of such issuer held directly, are reported pursuant to Section 13(f) 
and Rule 13f-1 (17 CFR 240.13f-1).
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    As a matter of common practice in Section 12(g) registration 
statements, issuers provide disclosure with respect to the ADRs even 
though the ADRs themselves are not being registered. Although it is 
likely that issuers would follow the same practice regardless of the 
elimination of Section 12(b) registration for ADRs, the Commission has, 
upon further consideration, decided to adopt technical amendments to 
Form 20-F and Form 10 to ensure that issuers continue to provide 
disclosure

[[Page 39759]]

about ADRs in their Exchange Act registration statements.72 
Because the actual disclosure provided to investors will not be 
affected by the elimination of Section 12(b) registration, the 
elimination of such registration requirements should not compromise 
investor protection.73
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    \72\ Item 14(c) of Form 20-F and Item 11 of Form 10.
    \73\ The Commission also is adopting a technical amendment to 
Rule 15d-3 of the Exchange Act. Although ADRs are no longer subject 
to registration under the Exchange Act, a reporting obligation may 
arise with respect to such securities under Section 15(d). Rule 15d-
3 previously suspended such reporting obligation if the depositary 
complied with former Item 4(a) of Form F-6. Because former Item 4(a) 
no longer exists, see Release No. 33-7300, the Commission is 
adopting amendments to Rule 15d-3 to clarify that reporting 
obligations are suspended for all ADRs registered on Form F-6.
---------------------------------------------------------------------------

B. Securities Act Form Eligibility

    The Commission is adopting amendments to Rule 401(c) under the 
Securities Act to permit an issuer to switch to a shorter Securities 
Act form at the time of filing any amendment if it has become eligible 
to use the shorter form since filing its initial registration 
statement. These amendments should ease filing burdens on issuers 
without affecting the quality of the disclosure available to investors.
    Currently, the form and content of a registration statement and 
prospectus are determined on the initial filing date. An issuer is not 
permitted to reevaluate its status until it files a post-effective 
amendment pursuant to Section 10(a)(3)74 of the Securities 
Act. As amended, Rule 401(c) will permit issuers to determine the 
appropriate form upon filing any amendment, including pre-effective and 
post-effective amendments. To ensure that the amendment does not impose 
new burdens on issuers, the Rule provides that if an issuer files an 
amendment other than for the purposes of Section 10(a)(3), an issuer is 
not required to use a form that is different from the one used for its 
last Section 10(a)(3) amendment, or if none has been filed, its initial 
registration statement.
---------------------------------------------------------------------------

    \74\ 15 U.S.C. 77j(a)(3).
---------------------------------------------------------------------------

C. Rule 424(d)--Radio and Television Broadcast Prospectuses

    Today, the Commission is adopting amendments to Rule 424(d) to 
eliminate the special filing requirements for radio and television 
broadcast prospectuses.75 The Commission has determined that 
the previous requirement that such prospectuses be filed at least five 
days before they were broadcast or otherwise issued to the public was 
not necessary for investor protection. This is especially true in light 
of the increasing use of electronic media in securities 
offerings.76 As amended, Rule 424(d) still requires that 
radio and television broadcast prospectuses be reduced to writing, but 
such prospectuses will be filed with the Commission according to the 
requirements applicable to other types of prospectuses. As a result of 
the amendments adopted today, radio and television broadcast 
prospectuses must be filed according to the timing specified in rule 
424 (between two to five days after use depending on the subject matter 
of the prospectus).77
---------------------------------------------------------------------------

    \75\ Under Section 10(f) of the Securities Act [15 U.S.C. 
77j(f)], the Commission is granted the authority to require radio 
and television broadcast prospectuses to be filed along with other 
forms of prospectuses used in connection with the sale of the 
registered securities.
    \76\ The amendments adopted today are consistent with the 
positions set forth in Securities Act Release No. 33-7233 (October 
6, 1995)(60 FR 53458) concerning the use of electronic media for 
delivery purposes.
    \77\ Comparable amendments also are being adopted to Rule 
497(f), which pertains to the radio and television broadcast 
prospectuses of investment companies.
---------------------------------------------------------------------------

D. Exhibits

    The Commission is adopting Rule 462(d) to permit automatic 
effectiveness of a post-effective amendment filed solely to add an 
exhibit, where the exhibit will not affect the disclosure in the 
prospectus. Adoption of this Rule will eliminate an unnecessary 
difference in the treatment of issuers that file on Forms S-3/F-3 and 
all other issuers. Currently, issuers that file on Forms S-3/F-3 can 
file updated exhibits post-effectively on Form 8-K, which are then 
automatically incorporated by reference into their prospectuses. 
However, registrants not filing on Form S-3/F-3 can only file updated 
exhibits by filing post-effective amendments, which are subject to 
possible staff review. Even if such amendments are not selected for 
review, registrants face possible delay between the time the amendments 
are filed and when they are declared effective. The Commission has 
determined that automatic effectiveness of certain exhibits is 
appropriate because staff review before effectiveness is unnecessary, 
given the generally routine nature of these filings. Rule 462(d) also 
would be available to foreign governmental issuers that register debt 
securities on Schedule B using shelf registration 
procedures.78
---------------------------------------------------------------------------

    \78\ Release Nos. 33-6240 (September 10, 1980) [45 FR 61609] and 
33-6424 (September 2, 1982) (47 FR 39809).
---------------------------------------------------------------------------

    An issuer will check a box on the cover page of its post-effective 
amendment to indicate that automatic effectiveness is 
requested.79 Exhibits that may be filed through this 
procedure include consents of experts and counsel, and other exhibits 
that generally would not require revisions to the disclosure in the 
prospectus.
---------------------------------------------------------------------------

    \79\ Forms SB-1, SB-2, S-1/F-1, S-2/F-2, S-4/F-4, and S-11 have 
been amended to include a new check box on the cover page that will 
permit automatic effectiveness for certain exhibits that have been 
filed post-effectively. In addition to checking the box, filers 
should use a new EDGAR form type: POS EX instead of POS AM. Schedule 
B filers should simply place a checked box on the facing page of the 
amendment to indicate that automatic effectiveness is requested.
---------------------------------------------------------------------------

    The Rule adopted today is not intended to affect an issuer's 
disclosure obligations. Rule 462(d) cannot be used to file exhibits 
that would trigger the filing of a post-effective amendment to update 
the prospectus. The Rule also does not permit automatic effectiveness 
for post-effective amendments that include an exhibit that otherwise 
should have been filed pre-effectively. In either case, the issuer may 
not check the box for automatic effectiveness.

IV. Certain Findings

    Section 23(a) of the Exchange Act 80 requires the 
Commission to consider the anti-competitive effects of any rules it 
adopts thereunder, if any, and the reasons for its determination that 
any burden on competition imposed by such rules is necessary or 
appropriate to further the purposes of the Exchange Act. Furthermore, 
Section 2 of the Securities Act 81 and Section 3 of the 
Exchange Act,82 as amended by the recently enacted National 
Securities Markets Improvement Act of 1996,83 provide that 
whenever the Commission is engaged in rulemaking and is required to 
consider or determine whether an action is necessary or appropriate in 
the public interest, the Commission also shall consider, in addition to 
the protection of investors, whether the action will promote 
efficiency, competition, and capital formation. The Commission has 
considered the amendments discussed in this release in light of the 
comments received in response to the Proposing Release and the 
standards in Section 23(a) of the Exchange Act. Because the amendments 
do not effect any substantive change in the information that would be 
disclosed by issuers, they do not have any anti-competitive effects. 
Furthermore, the amendments eliminate unnecessary disclosure 
requirements and streamline the disclosure process,

[[Page 39760]]

thereby promoting efficiency, competition and capital formation.
---------------------------------------------------------------------------

    \80\ 15 U.S.C. 78w(a).
    \81\ 15 U.S.C. 77b.
    \82\ 15 U.S.C. 78c.
    \83\ Pub. L. No. 104-290, Sec. 106, 110 Stat. 3416 (1996).
---------------------------------------------------------------------------

V. Cost-Benefit Analysis

    The amendments adopted in this release represent the second phase 
of the Commission's consideration of the recommendations of the Task 
Force on Disclosure Simplification. The Task Force undertook to review 
Commission rules and forms with the goal of simplifying and modernizing 
disclosure and filing requirements to reduce the costs of capital 
raising, without compromising investor protection. The Commission 
sought and considered input from interested parties on how to simplify 
the registration and reporting process, and the rule and form changes 
in this release were developed from those comments.
    Most of the commenters indicated that the proposed form and rule 
changes would streamline and simplify the disclosure process. Because 
the purpose of the form and rule changes adopted is to eliminate 
unnecessary requirements, such changes will reduce the overall costs 
and burdens associated with filing requirements generally.
    Form SR. The elimination of Form SR and the amendments to require 
use of proceeds disclosure instead in Exchange Act periodic reports 
will reduce the number of filings made by issuers, and therefore should 
ease reporting burdens. The changes may, however, increase reporting 
frequency for issuers. Currently, issuers file use of proceeds 
disclosure on Form SR semi-annually, and in 1996 1,654 Form SRs were 
filed. As noted in the Proposing Release, it is estimated that 
approximately 1,470 quarterly reports on Form 10-Q and 490 annual 
reports on Form 10-K that include the use of proceeds information would 
be filed each year. It is estimated that 795 quarterly reports on Form 
10-QSB and 265 annual reports on Form 10-KSB that include the use of 
proceeds disclosure would be filed by small business issuers each year. 
Because issuers are otherwise required to prepare Exchange Act reports 
and would no longer have to prepare a separate form, any burden 
resulting from the transfer of the use of proceeds disclosure into the 
Exchange Act reports is expected to be minimal.
    Further, to offset the potential increase in reporting frequency, 
the amendments increase the threshold that triggers the use of proceeds 
disclosure (from the lesser of 5% of the total offering proceeds or 
$50,000 to the lesser of 5% or $100,000). This change should reduce 
somewhat the burden on reporting issuers by limiting the circumstances 
in which disclosure is required.
    In addition, it is expected that the information on use of proceeds 
will be received in a more timely fashion (every three months instead 
of every six months after the first report), and will be more 
accessible to investors. This information regarding the progress of the 
offering is useful to investors and Exchange Act reports are more 
commonly monitored by investors. These benefits should outweigh any 
increase in reporting burdens from the increased frequency of 
disclosures.
    Form 8-B. Form 8-B is being eliminated because of its limited 
usefulness. Most issuer successions are now covered by Rule 12g-3 and 
that Rule is being expanded to cover all situations that formerly 
triggered the filing of Form 8-B. In 1996, 58 Form 8-B filings were 
made. The rule changes will eliminate a registration burden on 
successor issuers, without reducing investor protection, and eliminate 
interpretive questions about this infrequently used Form.
    ADRs. The Exchange Act registration requirement for ADRs listed on 
a national securities exchange is being rescinded to eliminate a 
disparity in the registration requirements applicable to listed and 
non-listed ADRs. As a result, issuers will no longer be required to 
list the ADRs that are to be traded on a national securities exchange 
on the cover page of the Exchange Act registration statement. This will 
eliminate unintentional technical violations by issuers who register 
the underlying class of securities, but do not include the ADRs on the 
cover page.
    Short Form Registration Statements. Rule 401(c) under the 
Securities Act is being amended to permit issuers to file an amendment 
on a shorter Securities Act form than was used in its initial 
registration statement whenever the issuer is eligible to use a shorter 
form. This should reduce filing burdens and printing costs by enabling 
issuers to use a shorter form when filing amendments.
    Form 8-A. The amendments to make Form 8-A filings covering equity 
securities automatically effective should reduce the uncertainty to 
issuers of possible pre-effective staff review and resultant delays. 
Since the Form largely incorporates by reference information in other 
filings already subject to staff review, issuers will benefit from the 
reduction in uncertainty and redundant disclosure requirements, without 
harm to investors. The amendments also eliminate the requirement to 
file with the national exchanges certain exhibits on Form 8-A that 
already are publicly available. This change will reduce costs 
associated with duplicative filing requirements.

VI. Summary of Final Regulatory Flexibility Analysis

    A Final Regulatory Flexibility Analysis (``FRFA'') has been 
prepared in accordance with 5 U.S.C. Sec. 604 that relates to the 
rescinding of Form SR under the Securities Act, Form 8-B and Rule 13a-2 
under the Exchange Act; the addition of Rule 12a-8 under the Exchange 
Act; and the other amendments to disclosure requirements under the 
Securities Act and Exchange Act.
    As discussed more fully in the FRFA, the Commission's rescinding of 
form and rule requirements and its adoption of other amendments to 
simplify and streamline disclosure requirements will affect small 
entities, as defined by the Commission's rules, but only in the same 
manner as other entities. The Commission is aware of approximately 1100 
Exchange Act reporting companies that currently have assets of $5 
million or less. There is no reliable way of determining how many small 
businesses may become subject to Commission reporting obligations in 
the future, or may otherwise by affected by the rule proposals.
    The FRFA notes that alternatives for providing different means of 
compliance for small entities or for exempting small entities from the 
amendments would be inconsistent with the Commission's statutory 
mandate of investor protection. The amendments are intended to simplify 
disclosure obligations for all issuers, irrespective of size, such that 
further distinctions between companies based on size would not be 
appropriate.
    The Commission received no comments on the Initial Regulatory 
Flexibility Analysis (``IRFA'') prepared in connection with the 
Proposing Release, and no comment letters specifically addressed to the 
IRFA.
    A complete copy of the FRFA is available in Public File No. S7-15-
96.

VII. Paperwork Reduction Act

    As set forth in the Proposing Release, Forms 20-F, 10-Q, 10-QSB, 
10-K, 10-KSB and 8-A contain collections of information within the 
meaning of the Paperwork Reduction Act of 1995 (``PRA'').84 
The collection of information requirements contained in these forms 
were submitted to OMB for review and were approved by OMB. These 
information collections display an OMB control number and expiration 
date. An agency may not conduct or sponsor, and

[[Page 39761]]

a person is not required to respond to, a collection of information 
unless the agency displays a valid OMB control number.
---------------------------------------------------------------------------

    \84\ 44 U.S.C. 3501 et seq.
---------------------------------------------------------------------------

    The Commission is deferring consideration of its proposal to permit 
concurrent registration of a public offering under the Securities Act 
and a class of securities under the Exchange Act by filing a single 
form. As a result, the changes to the Form 8-A information collection 
will be adopted that differ from the proposed changes to that 
information collection. The total annual burdens associated with Form 
8-A will not decrease as much as anticipated under the Proposing 
Release.
    The descriptions and estimated burdens for the other collection of 
information requirements have not changed, and are set forth in the 
Proposing Release.

VIII. Statutory Basis for the Amendments

    The foregoing amendments are adopted pursuant to Sections 6, 7, 8, 
10 and 19(a) of the Securities Act, Sections 3, 12, 13, 15, 23, 35A and 
36 of the Exchange Act, and Sections 8, 24, 38 and 54 of the Investment 
Company Act of 1940.

List of Subjects

17 CFR Parts 228, 229, 230, 232, 239, 240 and 249

    Reporting and recordkeeping requirements, Securities.

Text of the Amendments

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

PART 228--INTEGRATED DISCLOSURE SYSTEM FOR SMALL BUSINESS ISSUERS

    The authority citation for part 228 is revised to read as follows:

    Authority: 15 U.S.C. 77e, 77f, 77g, 77h, 77j, 77k, 77s, 77z-2, 
77aa(25), 77aa(26), 77ddd, 77eee, 77ggg, 77hhh, 77jjj, 77nnn, 77sss, 
78l, 78m, 78n, 78o, 78u-5, 78w, 78ll, 80a-8, 80a-29, 80a-30, 80a-37, 
80b-11, unless otherwise noted.

    2. By amending Sec. 228.701 by revising the heading and adding 
paragraph (f) to read as follows:


Sec. 228.701   (Item 701)  Recent Sales of Unregistered Securities; Use 
of Proceeds from Registered Securities.

* * * * *
    (f) As required by Sec. 230.463 of this chapter, following the 
effective date of the first registration statement filed under the 
Securities Act by an issuer, the issuer or successor issuer shall 
report the use of proceeds on its first periodic report filed pursuant 
to sections 13(a) and 15(d) of the Exchange Act (15 U.S.C. 78m(a) and 
78o(d)) after effectiveness of its Securities Act registration 
statement, and thereafter on each of its subsequent periodic reports 
filed pursuant to sections 13(a) and 15(d) of the Exchange Act through 
the later of disclosure of the application of all the offering 
proceeds, or disclosure of the termination of the offering. If a report 
of the use of proceeds is required with respect to the first effective 
registration statement of the predecessor issuer, the successor issuer 
shall provide such a report. The information provided pursuant to 
paragraphs (f)(2) through (f)(4) of this Item need only be provided 
with respect to the first periodic report filed pursuant to sections 
13(a) and 15(d) of the Exchange Act after effectiveness of the 
registration statement filed under the Securities Act. Subsequent 
periodic reports filed pursuant to sections 13(a) and 15(d) of the 
Exchange Act need only provide the information required in paragraphs 
(f)(2) through (f)(4) of this Item if any of such required information 
has changed since the last periodic report filed. In disclosing the use 
of proceeds in the first periodic report filed pursuant to the Exchange 
Act, the issuer or successor issuer should include the following 
information:
    (1) The effective date of the Securities Act registration statement 
for which the use of proceeds information is being disclosed and the 
Commission file number assigned to the registration statement;
    (2) If the offering has commenced, the offering date, and if the 
offering has not commenced, an explanation why it has not;
    (3) If the offering terminated before any securities were sold, an 
explanation for such termination; and
    (4) If the offering did not terminate before any securities were 
sold, disclose:
    (i) Whether the offering has terminated and, if so, whether it 
terminated before the sale of all securities registered;
    (ii) The name(s) of the managing underwriter(s), if any;
    (iii) The title of each class of securities registered and, where a 
class of convertible securities is being registered, the title of any 
class of securities into which such securities may be converted;
    (iv) For each class of securities (other than a class of securities 
into which a class of convertible securities registered may be 
converted without additional payment to the issuer) the following 
information, provided for both the account of the issuer and the 
account(s) of any selling security holder(s): the amount registered, 
the aggregate price of the offering amount registered, the amount sold 
and the aggregate offering price of the amount sold to date;
    (v) From the effective date of the Securities Act registration 
statement to the ending date of the reporting period, the amount of 
expenses incurred for the issuer's account in connection with the 
issuance and distribution of the securities registered for underwriting 
discounts and commissions, finders' fees, expenses paid to or for 
underwriters, other expenses and total expenses. Indicate if a 
reasonable estimate for the amount of expenses incurred is provided 
instead of the actual amount of expenses. Indicate whether such 
payments were:
    (A) Direct or indirect payments to directors, officers, general 
partners of the issuer or their associates; to persons owning ten (10) 
percent or more of any class of equity securities of the issuer; and to 
affiliates of the issuer; or
    (B) Direct or indirect payments to others;
    (vi) The net offering proceeds to the issuer after deducting the 
total expenses described in paragraph (f)(4)(v) of this Item;
    (vii) From the effective date of the Securities Act registration 
statement to the ending date of the reporting period, the amount of net 
offering proceeds to the issuer used for construction of plant, 
building and facilities; purchase and installation of machinery and 
equipment; purchases of real estate; acquisition of other business(es); 
repayment of indebtedness; working capital; temporary investments 
(which should be specified); and any other purposes for which at least 
five (5) percent of the issuer's total offering proceeds or $100,000 
(whichever is less) has been used (which should be specified). Indicate 
if a reasonable estimate for the amount of net offering proceeds 
applied is provided instead of the actual amount of net offering 
proceeds used. Indicate whether such payments were:
    (A) Direct or indirect payments to directors, officers, general 
partners of the issuer or their associates; to persons owning ten (10) 
percent or more of any class of equity securities of the issuer; and to 
affiliates of the issuer; or
    (B) Direct or indirect payments to others; and
    (viii) If the use of proceeds in paragraph (f)(4)(vii) of this Item 
represents a material change in the use

[[Page 39762]]

of proceeds described in the prospectus, the issuer should describe 
briefly the material change.

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

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

    Authority: 15 U.S.C. 77e, 77f, 77g, 77h, 77j, 77k, 77s, 77z-2, 
77aa(25), 77aa(26), 77ddd, 77eee, 77ggg, 77hhh, 77iii, 77jjj, 77nnn, 
77sss, 78c, 78i, 78j, 78l, 78m, 78n, 78o, 78u-5, 78w, 78ll(d), 79e, 
79n, 79t, 80a-8, 80a-29, 80a-30, 80a-37, 80b-11, unless otherwise 
noted.
* * * * *
    4. By amending Sec. 229.701 by revising the heading and adding 
paragraph (f) before the Instructions to read as follows:


Sec. 229.701 (Item 701)  Recent sales of unregistered securities; use 
of proceeds from registered securities.

* * * * *
    (f) Use of Proceeds. As required by Sec. 230.463 of this chapter, 
following the effective date of the first registration statement filed 
under the Securities Act by an issuer, the issuer or successor issuer 
shall report the use of proceeds on its first periodic report filed 
pursuant to sections 13(a) and 15(d) of the Exchange Act (15 U.S.C. 
78m(a) and 78o(d)) after effectiveness of its Securities Act 
registration statement, and thereafter on each of its subsequent 
periodic reports filed pursuant to sections 13(a) and 15(d) of the 
Exchange Act through the later of disclosure of the application of all 
the offering proceeds, or disclosure of the termination of the 
offering. If a report of the use of proceeds is required with respect 
to the first effective registration statement of the predecessor 
issuer, the successor issuer shall provide such a report. The 
information provided pursuant to paragraphs (f)(2) through (f)(4) of 
this Item need only be provided with respect to the first periodic 
report filed pursuant to sections 13(a) and 15(d) of the Exchange Act 
after effectiveness of the registration statement filed under the 
Securities Act. Subsequent periodic reports filed pursuant to sections 
13(a) and 15(d) of the Exchange Act need only provide the information 
required in paragraphs (f)(2) through (f)(4) of this Item if any of 
such required information has changed since the last periodic report 
filed. In disclosing the use of proceeds in the first periodic report 
filed pursuant to the Exchange Act, the issuer or successor issuer 
should include the following information:
    (1) The effective date of the Securities Act registration statement 
for which the use of proceeds information is being disclosed and the 
Commission file number assigned to the registration statement;
    (2) If the offering has commenced, the offering date, and if the 
offering has not commenced, an explanation why it has not;
    (3) If the offering terminated before any securities were sold, an 
explanation for such termination; and
    (4) If the offering did not terminate before any securities were 
sold, disclose:
    (i) Whether the offering has terminated and, if so, whether it 
terminated before the sale of all securities registered;
    (ii) The name(s) of the managing underwriter(s), if any;
    (iii) The title of each class of securities registered and, where a 
class of convertible securities is being registered, the title of any 
class of securities into which such securities may be converted;
    (iv) For each class of securities (other than a class of securities 
into which a class of convertible securities registered may be 
converted without additional payment to the issuer) the following 
information, provided for both the account of the issuer and the 
account(s) of any selling security holder(s): the amount registered, 
the aggregate price of the offering amount registered, the amount sold 
and the aggregate offering price of the amount sold to date;
    (v) From the effective date of the Securities Act registration 
statement to the ending date of the reporting period, the amount of 
expenses incurred for the issuer's account in connection with the 
issuance and distribution of the securities registered for underwriting 
discounts and commissions, finders' fees, expenses paid to or for 
underwriters, other expenses and total expenses. Indicate if a 
reasonable estimate for the amount of expenses incurred is provided 
instead of the actual amount of expense. Indicate whether such payments 
were:
    (A) Direct or indirect payments to directors, officers, general 
partners of the issuer or their associates; to persons owning ten (10) 
percent or more of any class of equity securities of the issuer; and to 
affiliates of the issuer; or
    (B) Direct or indirect payments to others;
    (vi) The net offering proceeds to the issuer after deducting the 
total expenses described in paragraph (f)(4)(v) of this Item;
    (vii) From the effective date of the Securities Act registration 
statement to the ending date of the reporting period, the amount of net 
offering proceeds to the issuer used for construction of plant, 
building and facilities; purchase and installation of machinery and 
equipment; purchases of real estate; acquisition of other business(es); 
repayment of indebtedness; working capital; temporary investments 
(which should be specified); and any other purposes for which at least 
five (5) percent of the issuer's total offering proceeds or $100,000 
(whichever is less) has been used (which should be specified). Indicate 
if a reasonable estimate for the amount of net offering proceeds 
applied is provided instead of the actual amount of net offering 
proceeds used. Indicate whether such payments were:
    (A) Direct or indirect payments to directors, officers, general 
partners of the issuer or their associates; to persons owning ten (10) 
percent or more of any class of equity securities of the issuer; and to 
affiliates of the issuer; or
    (B) Direct or indirect payments to others; and
    (viii) If the use of proceeds in paragraph (f)(4)(vii) of this Item 
represents a material change in the use of proceeds described in the 
prospectus, the issuer should describe briefly the material change.

PART 230--GENERAL RULES AND REGULATIONS, SECURITIES ACT OF 1933

    The authority citation for part 230 continues 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), 79t, 80a-8, 80a-29, 80a-30, 
and 80a-37, unless otherwise noted.
* * * * *
    2. By amending Sec. 230.401 by revising paragraph (c) to read as 
follows:


Sec. 230.401  Requirements as to proper form.

* * * * *
    (c) An amendment to a registration statement and prospectus, other 
than an amendment described in paragraph (b) of this section, may be 
filed on any shorter Securities Act registration form for which it is 
eligible on the filing date of the amendment. At the issuer's option, 
the amendment also may be filed on the same Securities Act registration 
form used for the most recent amendment described in paragraph (b) of 
this section or, if no such amendment has been filed, the initial 
registration statement and prospectus.
* * * * *

[[Page 39763]]

    3. By amending Sec. 230.404 in paragraph (a) by removing the phrase 
``cross reference sheet;''.
    4. By amending Sec. 230.424 in paragraph (d) by removing the phrase 
``at least five days before it is broadcast or otherwise issued to the 
public'' in the second sentence and in its place adding ``in accordance 
with the requirements of this section''.
    5. By amending Sec. 230.462 by adding paragraph (d) to read as 
follows:


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

* * * * *
    (d) A post-effective amendment filed solely to add exhibits to a 
registration statement shall become effective upon filing with the 
Commission.
    6. By amending Sec. 230.463 by revising paragraphs (a) and (b) to 
read as follows:


Sec. 230.463  Report of offering of securities and use of proceeds 
therefrom.

    (a) Except as provided in this section, following the effective 
date of the first registration statement filed under the Act by an 
issuer, the issuer or successor issuer shall report the use of proceeds 
pursuant to Item 701 of Regulation S-B or S-K or Item 16(e) of Form 20-
F, as applicable, on its first periodic report filed pursuant to 
Sections 13(a) and 15(d) (15 U.S.C. 78m(a) and 78o(d)) of the 
Securities Exchange Act of 1934 after effectiveness, and thereafter on 
each of its subsequent periodic reports filed pursuant to Sections 
13(a) and 15(d) of the Securities Exchange Act of 1934 through the 
later of disclosure of the application of all the offering proceeds or 
disclosure of the termination of the offering.
    (b) A successor issuer shall comply with paragraph (a) of this 
section only if a report of the use of proceeds is required with 
respect to the first effective registration statement of the 
predecessor issuer.
* * * * *
    7. By amending Sec. 230.497 in paragraph (f) by removing the phrase 
``at least 5 days before it is broadcast or otherwise issued to the 
public'' in the second sentence and in its place adding ``in accordance 
with the requirements of this section''.

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

    8. 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.

    9. By amending Sec. 232.101 by removing paragraph (c)(5) and 
redesignating paragraphs (c)(6) through (c)(18) as paragraphs (c)(5) 
through (c)(17).

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

    The authority citation for part 239 continues to read in part as 
follows:

    Authority: 15 U.S.C. 77f, 77g, 77h, 77j, 77s, 77z-2, 77sss, 78c, 
78l, 78m, 78n, 78o(d), 78u-5, 78w(a), 78ll(d), 79e, 79f, 79g, 79j, 
79l, 79m, 79n, 79q, 79t, 80a-8, 80a-29, 80a-30 and 80a-37, unless 
otherwise noted.

* * * * *
    11. By amending Form SB-1 (referenced in Sec. 239.9) by revising 
the facing page to read as follows:

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

Form SB-1

U.S. Securities and Exchange Commission

Washington, D.C. 20549

Form SB-1

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

(Amendment No.________)

----------------------------------------------------------------------
(Name of small business issuer in its charter)

----------------------------------------------------------------------
(State or jurisdiction of incorporation or organization)

----------------------------------------------------------------------
(Primary Standard Industrial Classification Code Number)

----------------------------------------------------------------------
(I.R.S. Employer Identification No.)

----------------------------------------------------------------------
(Address and telephone number of principal executive offices)

----------------------------------------------------------------------
(Address of principal place of business or intended principal place 
of business)

----------------------------------------------------------------------
(Name, address, and telephone number of agent for service)

    Approximate date of commencement of proposed sale to the public 
________
    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 this Form is a post-effective amendment filed pursuant to Rule 
462(d) 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, check the following box. [  ]
* * * * *
    12. By amending Form SB-2 (referenced in Sec. 239.10) by revising 
the facing page to read as follows:

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

Form SB-2

U.S. Securities and Exchange Commission

Washington, D.C. 20549

Form SB-2

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

(Amendment No. ________)
----------------------------------------------------------------------
(Name of small business issuer in its charter)

----------------------------------------------------------------------
(State or jurisdiction of incorporation or organization)

----------------------------------------------------------------------
(Primary Standard Industrial Classification Code Number)

----------------------------------------------------------------------
(I.R.S. Employer Identification No.)

----------------------------------------------------------------------
(Address and telephone number of principal executive offices)

----------------------------------------------------------------------
(Address of principal place of business or intended principal place 
of business)

----------------------------------------------------------------------
(Name, address, and telephone number of agent for service)

    Approximate date of commencement of proposed sale to the public 
________
    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 this Form is a post-effective amendment filed pursuant to Rule 
462(d) 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. [  ]________

[[Page 39764]]

    If delivery of the prospectus is expected to be made pursuant to 
Rule 434, check the following box. [ ]
* * * * *
    13. By amending Form S-1 (referenced in Sec. 239.11) by revising 
the facing page to read as follows:

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

FORM S-1

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-1

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

----------------------------------------------------------------------
(Exact name of registrant as specified in its charter)

----------------------------------------------------------------------
(State or other jurisdiction of incorporation or organization)

----------------------------------------------------------------------
(Primary Standard Industrial Classification Code Number)

----------------------------------------------------------------------
(I.R.S. Employer Identification No.)

----------------------------------------------------------------------
(Address, including zip code, and telephone number, including area 
code, of registrant's principal executive offices)

----------------------------------------------------------------------
(Name, address, including zip code, and telephone number, including 
area code, of agent for service)

    Approximate date of commencement of proposed sale to the public

----------------------------------------------------------------------

    If any of the securities being registered on this Form are to be 
offered on a delayed or continuous basis pursuant to Rule 415 under the 
Securities Act, check the following box. [  ]
    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 this Form is a post-effective amendment filed pursuant to Rule 
462(d) 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, check the following box. [  ]
* * * * *
    By amending Form S-2 (referenced in Sec. 239.12) by revising the 
facing page to read as follows:

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

FORM S-2

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-2

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

----------------------------------------------------------------------
(Exact name of registrant as specified in its charter)

----------------------------------------------------------------------
(State or other jurisdiction of incorporation or organization)

----------------------------------------------------------------------
(I.R.S. Employer Identification No.)

----------------------------------------------------------------------
(Address, including zip code, and telephone number, including area 
code, of registrant's principal executive offices)

----------------------------------------------------------------------
(Name, address, including zip code, and telephone number, including 
area code, of agent for service)

    Approximate date of commencement of proposed sale to the public

----------------------------------------------------------------------

    If any of the securities being registered on this Form are to be 
offered on a delayed or continuous basis pursuant to Rule 415 under the 
Securities Act, check the following box. [  ]
    If the registrant elects to deliver its latest annual report to 
security holders, or a complete and legal facsimile thereof, pursuant 
to Item 11(a)(1) of this Form, check the following box. [  ]
    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 this Form is a post-effective amendment filed pursuant to Rule 
462(d) 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, check the following box. [  ]
* * * * *
By amending Form S-3 (referenced in Sec. 239.13) in General Instruction 
II.B. by removing the phrase ``and cross-reference sheet are'' in the 
third sentence and in its place adding ``is''.
By amending Form S-11 (referenced in Sec. 239.18) by revising the 
facing page to read as follows:

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

FORM S-11

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-11

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

----------------------------------------------------------------------
(Exact name of registrant as specified in governing instruments)

----------------------------------------------------------------------
(Address, including zip code, and telephone number, including area 
code, of registrant's principal executive offices)

----------------------------------------------------------------------
(Name, address, including zip code, and telephone number, including 
area code, of agent for service)

    Approximate date of commencement of proposed sale to the public

----------------------------------------------------------------------

    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 this Form is a post-effective amendment filed pursuant to Rule 
462(d) 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, check the following box. [  ]
* * * * *
    17. By amending Form S-4 (referenced in Sec. 239.25) by revising 
the

[[Page 39765]]

facing page and by adding General Instruction K to read as follows:

(Note: The text of Form S-4 does not, and the amendments thereto 
will not, appear in the Code of Federal Regulations.)

FORM S-4

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-4

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

----------------------------------------------------------------------
(Exact name of registrant as specified in its charter)

----------------------------------------------------------------------
(State or other jurisdiction of incorporation or organization)

----------------------------------------------------------------------
(Primary Standard Industrial Classification Code Number)

----------------------------------------------------------------------
(I.R.S. Employer Identification No.)

----------------------------------------------------------------------
(Address, including zip code, and telephone number, including area 
code, of registrant's principal executive offices)

----------------------------------------------------------------------
(Name, address, including zip code, and telephone number, including 
area code, of agent for service)

    Approximate date of commencement of proposed sale to the public 
________.

    If the securities being registered on this Form are being offered 
in connection with the formation of a holding company and there is 
compliance with General Instruction G, check the following box. [  ]
    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(d) 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. [  ] ________
* * * * *

GENERAL INSTRUCTIONS

* * * * *
K. 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.
* * * * *
    18. By amending Form F-1 (referenced in Sec. 239.31) by revising 
the facing page to read as follows:

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

FORM F-1

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form F-1

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

----------------------------------------------------------------------
(Exact Name of Registrant as specified in its charter)

----------------------------------------------------------------------
(Translation of Registrant's name into English)

----------------------------------------------------------------------
(State or other jurisdiction of incorporation or organization)

----------------------------------------------------------------------
(Primary Standard Industrial Classification Code Number)

----------------------------------------------------------------------
(I.R.S. Employer Identification No.)

----------------------------------------------------------------------
(Address, including zip code, and telephone number, including area 
code, of Registrant's principal executive offices)

----------------------------------------------------------------------
(Name, address, including zip code, and telephone number, including 
area code, of agent for service)

    Approximate date of commencement of proposed sale to the public 
________.
    If any of the securities being registered on this Form are to be 
offered on a delayed or continuous basis pursuant to Rule 415 under the 
Securities Act, check the following box. [  ]
    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 this Form is a post-effective amendment filed pursuant to Rule 
462(d) 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, check the following box. [  ]
* * * * *
    19. By amending Form F-2 (referenced in Sec. 239.32) by revising 
the facing page to read as follows:

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

FORM F-2

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form F-2

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

----------------------------------------------------------------------
(Exact Name of Registrant as specified in its charter)

----------------------------------------------------------------------
(Translation of Registrant's name into English)

----------------------------------------------------------------------
(State or other jurisdiction of incorporation or organization)

----------------------------------------------------------------------
(I.R.S. Employer Identification Number)

----------------------------------------------------------------------
(Address, including zip code, and telephone number, including area 
code, of Registrant's principal executive offices)

----------------------------------------------------------------------
(Name, address, including zip code, and telephone number, including 
area code, of agent for service)

    Approximate date of commencement of proposed sale to the public 
________.
    If the only securities being registered on this Form are being 
offered pursuant to dividend or interest reinvestment plans, check the 
following box. [  ]

[[Page 39766]]

    If any of the securities being registered on this Form are to be 
offered on a delayed or continuous basis pursuant to Rule 415 under the 
Securities Act, check the following box. [  ]
    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 this Form is a post-effective amendment filed pursuant to Rule 
462(d) 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, check the following box. [  ]
* * * * *
    20. By amending Form F-4 (referenced in Sec. 239.34) by revising 
the facing page and by adding General Instruction H to read as follows:

(Note: The text of Form F-4 does not, and the amendments thereto 
will not, appear in the Code of Federal Regulations.)

FORM F-4

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form F-4

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

----------------------------------------------------------------------
(Exact Name of Registrant as specified in its charter)

----------------------------------------------------------------------
(Translation of Registrant's name into English)

----------------------------------------------------------------------
(State or other jurisdiction of incorporation or organization)

----------------------------------------------------------------------
(Primary Standard Industrial Classification Code Number)

----------------------------------------------------------------------
(I.R.S. Employer Identification Number)

----------------------------------------------------------------------
(Address, including zip code, and telephone number, including area 
code, of Registrant's principal executive offices)

----------------------------------------------------------------------
(Name, address, including zip code, and telephone number, including 
area code, of agent for service)

    Approximate date of commencement of proposed sale of the securities 
to the public

----------------------------------------------------------------------

    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(d) 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. [  ] ________
* * * * *

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 to the securities registered pursuant to Rule 
462(b). See Rule 411(c) and Rule 439(b) under the Securities Act.
* * * * *
    21. By removing and reserving Sec. 239.61 and by removing Form SR.
    22. By amending Form D (referenced in Sec. 239.500), Part E, 
Question 1, by revising the words ``17 CFR 230.252 (c), (d), (e) or 
(f)'' to read ``17 CFR 230.262''.

(Note: The text of Form D does not, and the amendments will not, 
appear in the Code of Federal Regulations.)

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

    23. The authority citation for part 240 continues to read in part 
as follows:

    Authority: 15 U.S.C. 77c, 77d, 77g, 77j, 77s, 77z-2, 77eee, 
77ggg, 77nnn, 77sss, 77ttt, 78c, 78d, 78f, 78i, 78j, 78k, 78k-1, 
78l, 78m, 78n, 78o, 78p, 78q, 78s, 78u-5, 78w, 78x, 78ll(d), 79q, 
79t, 80a-20, 80a-23, 80a-29, 80a-37, 80b-3, 80b-4 and 80b-11, unless 
otherwise noted.
* * * * *
    24. By adding Sec. 240.12a-8 to read as follows:


Sec. 240.12a-8  Exemption of depositary shares.

    Depositary shares (as that term is defined in Sec. 240.12b-2) 
registered on Form F-6 (Sec. 239.36 of this chapter), but not the 
underlying deposited securities, shall be exempt from the operation of 
section 12(a) of the Act (15 U.S.C. 78l(a)).
    25. By revising the undesignated subject heading preceding 
Sec. 240.12d1-1 to read as follows:

Certification by Exchanges and Effectiveness of Registration

    26. By amending Sec. 240.12d1-2 by revising paragraph (b) and 
adding paragraph (c) to read as follows:


Sec. 240.12d1-2  Effectiveness of registration.

* * * * *
    (b) A registration statement on Form 8-A (17 CFR 249.208a) for the 
registration of a class of securities under Section 12(b) of the Act 
(15 U.S.C. 78l(b)) shall become effective:
    (1) If a class of securities is not concurrently being registered 
under the Securities Act of 1933 (``Securities Act''), upon the later 
of receipt by the Commission of certification from the national 
securities exchange or the filing of the Form 8-A with the Commission; 
or
    (2) If a class of securities is concurrently being registered under 
the Securities Act, upon the later of the filing of the Form 8-A with 
the Commission, receipt by the Commission of certification from the 
national securities exchange listed on the Form 8-A or effectiveness of 
the Securities Act registration statement relating to the class of 
securities.
    (c) A registration statement on Form 8-A (17 CFR 249.208a) for the

[[Page 39767]]

registration of a class of securities under Section 12(g) of the Act 
(15 U.S.C. 78l(g)) shall become effective:
    (1) If a class of securities is not concurrently being registered 
under the Securities Act, upon the filing of the Form 8-A with the 
Commission; or
    (2) If class of securities is concurrently being registered under 
the Securities Act, upon the later of the filing of the Form 8-A with 
the Commission or the effectiveness of the Securities Act registration 
statement relating to the class of securities.
    27. By revising Sec. 240.12g-3 to read as follows:


Sec. 240.12g-3  Registration of securities of successor issuers under 
section 12(b) or 12(g).

    (a) Where in connection with a succession by merger, consolidation, 
exchange of securities, acquisition of assets or otherwise, securities 
of an issuer that are not already registered pursuant to section 12 of 
the Act (15 U.S.C. 78l) are issued to the holders of any class of 
securities of another issuer that is registered pursuant to either 
section 12 (b) or (g) of the Act (15 U.S.C. 78l (b) or (g)), the class 
of securities so issued shall be deemed to be registered under the same 
paragraph of section 12 of the Act unless upon consummation of the 
succession:
    (1) Such class is exempt from such registration other than by 
Sec. 240.12g3-2;
    (2) All securities of such class are held of record by less than 
300 persons; or
    (3) The securities issued in connection with the succession were 
registered on Form F-8 or Form F-80 (Sec. 239.38 or Sec. 239.41 of this 
chapter) and following succession the successor would not be required 
to register such class of securities under section 12 of the Act (15 
U.S.C. 78l) but for this section.
    (b) Where in connection with a succession by merger, consolidation, 
exchange of securities, acquisition of assets or otherwise, securities 
of an issuer that are not already registered pursuant to section 12 of 
the Act (15 U.S.C. 78l) are issued to the holders of any class of 
securities of another issuer that is required to file a registration 
statement pursuant to either section 12(b) or (g) of the Act (15 U.S.C. 
78l(b) or (g)) but has not yet done so, the duty to file such statement 
shall be deemed to have been assumed by the issuer of the class of 
securities so issued. The successor issuer shall file a registration 
statement pursuant to the same paragraph of section 12 of the Act with 
respect to such class within the period of time the predecessor issuer 
would have been required to file such a statement unless upon 
consummation of the succession:
    (1) Such class is exempt from such registration other than by 
Sec. 240.12g3-2;
    (2) All securities of such class are held of record by less than 
300 persons; or
    (3) The securities issued in connection with the succession were 
registered on Form F-8 or Form F-80 (Sec. 239.38 or Sec. 239.41 of this 
chapter) and following the succession the successor would not be 
required to register such class of securities under section 12 of the 
Act (15 U.S.C. 78l) but for this section.
    (c) Where in connection with a succession by merger, consolidation, 
exchange of securities, acquisition of assets or otherwise, securities 
of an issuer that are not already registered pursuant to section 12 of 
the Act (15 U.S.C. 78l) are issued to the holders of classes of 
securities of two or more other issuers that are each registered 
pursuant to section 12 of the Act, the class of securities so issued 
shall be deemed to be registered under section 12 of the Act unless 
upon consummation of the succession:
    (1) Such class is exempt from such registration other than by 
Sec. 240.12g3-2;
    (2) All securities of such class are held of record by less than 
300 persons; or
    (3) The securities issued in connection with the succession were 
registered on Form F-8 or Form F-80 (Sec. 239.38 or Sec. 239.41 of this 
chapter) and following succession the successor would not be required 
to register such class of securities under section 12 of the Act (15 
U.S.C. 78l) but for this section.
    (d) If the classes of securities issued by two or more predecessor 
issuers (as described in paragraph (c) of this section) are registered 
under the same paragraph of section 12 of the Act (15 U.S.C. 78l), the 
class of securities issued by the successor issuer shall be deemed 
registered under the same paragraph of section 12 of the Act. If the 
classes of securities issued by the predecessor issuers are not 
registered under the same paragraph of section 12 of the Act, the class 
of securities issued by the successor issuer shall be deemed registered 
under section 12(g) of the Act (15 U.S.C. 78l(g)).
    (e) An issuer that is deemed to have a class of securities 
registered pursuant to section 12 of the Act (15 U.S.C. 78l) according 
to paragraph (a), (b), (c) or (d) of this section shall file reports on 
the same forms and such class of securities shall be subject to the 
provisions of sections 14 and 16 of the Act (15 U.S.C. 78n and 78p) to 
the same extent as the predecessor issuers, except as follows:
    (1) An issuer that is not a foreign issuer shall not be eligible to 
file on Form 20-F (Sec. 249.220f of this chapter) or to use the 
exemption in Sec. 240.3a12-3.
    (2) A foreign private issuer shall be eligible to file on Form 20-F 
(Sec. 249.220f of this chapter) and to use the exemption in 
Sec. 240.3a12-3.
    (f) An issuer that is deemed to have a class of securities 
registered pursuant to section 12 of the Act (15 U.S.C. 78l) according 
to paragraphs (a), (b), (c) or (d) of this section shall indicate in 
the Form 8-K (Sec. 249.308 of this chapter) report filed with the 
Commission in connection with the succession, pursuant to the 
requirements of Form 8-K, the paragraph of section 12 of the Act under 
which the class of securities issued by the successor issuer is deemed 
registered by operation of paragraphs (a), (b), (c) or (d) of this 
section. If a successor issuer that is deemed registered under section 
12(g) of the Act (15 U.S.C. 78l(g)) by paragraph (d) of this section 
intends to list a class of securities on a national securities 
exchange, it must file a registration statement pursuant to section 
12(b) of the Act (15 U.S.C. 78l(b)) with respect to that class of 
securities.
    (g) An issuer that is deemed to have a class of securities 
registered pursuant to section 12 of the Act (15 U.S.C. 78l) according 
to paragraph (a), (b), (c) or (d) of this section shall file an annual 
report for each fiscal year beginning on or after the date as of which 
the succession occurred. Annual reports shall be filed within the 
period specified in the appropriate form. Each such issuer shall file 
an annual report for each of its predecessors that had securities 
registered pursuant to section 12 of the Act (15 U.S.C. 78l) covering 
the last full fiscal year of the predecessor before the registrant's 
succession, unless such report has been filed by the predecessor. Such 
annual report shall contain information that would be required if filed 
by the predecessor.
    28. By revising Sec. 240.13a-1 to read as follows:


Sec. 240.13a-1  Requirements of annual reports.

    Every issuer having securities registered pursuant to section 12 of 
the Act (15 U.S.C. 78l) shall file an annual report on the appropriate 
form authorized or prescribed therefor for each fiscal year after the 
last full fiscal year for which financial statements were filed in its 
registration statement. Annual reports shall be filed within the

[[Page 39768]]

period specified in the appropriate form.
    29. By removing and reserving Sec. 240.13a-2.
    30. By revising Sec. 240.15d-3 to read as follows:


Sec. 240.15d-3  Reports for depositary shares registered on Form F-6.

    Annual and other reports are not required with respect to 
Depositary Shares registered on Form F-6 (Sec. 230.36 of this chapter). 
The exemption in this section does not apply to any deposited 
securities registered on any other form under the Securities Act of 
1933.
    31. By revising paragraph (a) of Sec. 240.15d-5 to read as follows:


Sec. 240.15d-5  Reporting by successor issuers.

    (a) Where in connection with a succession by merger, consolidation, 
exchange of securities, acquisition of assets or otherwise, securities 
of any issuer that is not required to file reports pursuant to section 
15(d) (15 U.S.C. 78o(d)) of the Act are issued to the holders of any 
class of securities of another issuer that is required to file such 
reports, the duty to file reports pursuant to such section shall be 
deemed to have been assumed by the issuer of the class of securities so 
issued. The successor issuer shall, after the consummation of the 
succession, file reports in accordance with section 15(d) of the Act 
(15 U.S.C. 78o(d)) and the rules and regulations thereunder, unless 
that issuer is exempt from filing such reports or the duty to file such 
reports is suspended under section 15(d) of the Act (15 U.S.C. 78o(d)).
* * * * *

PART 249--FORMS, SECURITIES EXCHANGE ACT OF 1934

    32. The authority citation for part 249 continues to read in part 
as follows:

    Authority 15 U.S.C. 78a, et seq., unless otherwise noted;
* * * * *
    33. By amending Sec. 249.208a by revising paragraph (c) and adding 
paragraph (d) to read as follows:


Sec. 249.208a  Form 8-A, for registration of certain classes of 
securities pursuant to section 12(b) or (g) of the Securities Exchange 
Act of 1934.

* * * * *
    (c) If this form is used for the registration of a class of 
securities under Section 12(b) of the Act (15 U.S.C. 78l(b)), it shall 
become effective:
    (1) If a class of securities is not concurrently being registered 
under the Securities Act of 1933 (15 U.S.C. 77a et seq.)(''Securities 
Act''), upon the later of receipt by the Commission of certification 
from the national securities exchange listed on the form or the filing 
of the Form 8-A with the Commission; or
    (2) If a class of securities is concurrently being registered under 
the Securities Act, upon the later of the filing of the Form 8-A with 
the Commission, receipt by the Commission of certification from the 
national securities exchange listed on the form, or the effectiveness 
of the Securities Act registration statement relating to the class of 
securities.
    (d) If this form is used for the registration of a class of 
securities under Section 12(g) of the Act (15 U.S.C. 78l(g)), it shall 
become effective:
    (1) If a class of securities is not concurrently being registered 
under the Securities Act, upon the filing of the Form 8-A with the 
Commission; or
    (2) If a class of securities is concurrently being registered under 
the Securities Act, upon the later of the filing of the Form 8-A with 
the Commission or the effectiveness of the Securities Act registration 
statement relating to the class of securities.
    34. By amending Form 8-A (referenced in Sec. 249.208a) by revising 
paragraph (c) and adding paragraph (d) to General Instruction A, by 
revising the checkboxes on the cover page, by adding a sentence and 
blank line for the Securities Act registration statement file number 
after the checkboxes on the cover page, by revising ``Item 1'' under 
``Information Required In Registration Statement'', by removing ``I.'' 
before the first Instruction and by removing Instruction II of the 
Instructions as to Exhibits to read as follows:

(Note: The text of Form 8-A does not, and the amendments will not, 
appear in the Code of Federal Regulations.)

FORM 8-A

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-A

FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 
12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934

GENERAL INSTRUCTIONS

A. Rule as to Use of Form 8-A

* * * * *
    (c) If this form is used for the registration of a class of 
securities under Section 12(b), it shall become effective:
    (1) If a class of securities is not concurrently being registered 
under the Securities Act of 1933 (15 U.S.C. 77a et seq.) (``Securities 
Act''), upon the later of receipt by the Commission of certification 
from the national securities exchange listed on this form or the filing 
of the Form 8-A with the Commission; or
    (2) If a class of securities is concurrently being registered under 
the Securities Act, upon the later of the filing of the Form 8-A with 
the Commission, receipt by the Commission of certification from the 
national securities exchange listed on this form or effectiveness of 
the Securities Act registration statement relating to the class of 
securities.
    (d) If this form is used for the registration of a class of 
securities under Section 12(g), it shall become effective:
    (1) If a class of securities is not concurrently being registered 
under the Securities Act, upon the filing of the Form 8-A with the 
Commission; or
    (2) If class of securities is concurrently being registered under 
the Securities Act, upon the later of the filing of the Form 8-A with 
the Commission or the effectiveness of the Securities Act registration 
statement relating to the class of securities.
* * * * *

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-A

FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 
12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934

* * * * *
    If this form relates to the registration of a class of securities 
pursuant to Section 12(b) of the Exchange Act and is effective pursuant 
to General Instruction A.(c), check the following box. [  ]
    If this form relates to the registration of a class of securities 
pursuant to Section 12(g) of the Exchange Act and is effective pursuant 
to General Instruction A.(d), check the following box. [  ]
    Securities Act registration statement file number to which this 
form relates:
----------------------------------------------------------------------
 (if applicable)
* * * * *

INFORMATION REQUIRED IN REGISTRATION STATEMENT

Item 1. Description of Registrant's Securities to be Registered
    Furnish the information required by Item 202 of Regulation S-K 
(Sec. 229.202 of this chapter) or Item 202 of Regulation S-B 
(Sec. 228.202 of this chapter), as applicable.
* * * * *

[[Page 39769]]

    35. By removing and reserving Sec. 249.208b and by removing Form 8-
B.
    36. By amending Form 10 (referenced in Sec. 249.210) by revising 
Item 11 to read as follows:

(Note: The text of Form 10 does not, and the amendments thereto will 
not, appear in the Code of Federal Regulations.)

FORM 10

* * * * *
Item 11. Description of Registrant's Securities to be Registered
    Furnish the information required by Item 202 of Regulation S-K 
(Sec. 229.202 of this chapter). If the class of securities to be 
registered will trade in the form of American Depositary Receipts, 
furnish Item 202(f) disclosure for such American Depositary Receipts as 
well.
    37. By amending Form 20-F (referenced in Sec. 249.220f) by removing 
from the facing page the words ``(Fee Required)'' and ``(No Fee 
Required)'', by revising the introductory text of paragraph (c) to Item 
14 of Part II preceding the Instructions, by revising the caption to 
Item 16 and by adding paragraph (e) to Item 16 of Part III to read as 
follows:

(Note: The text of Form 20-F does not, and the amendments thereto 
will not, appear in the Code of Federal Regulations.)

Form 20-F

* * * * *

PART II

Item 14. Description of Securities to be Registered
* * * * *
    (c) American Depositary Receipts
    If the class of securities to be registered on Form 20-F is to be 
traded in the form of American Depositary Receipts, furnish the 
following information:
* * * * *

PART III

* * * * *
Item 16. Changes in Securities, Changes in Security for Registered 
Securities and Use of Proceeds
* * * * *
    (e) Use of proceeds.
    If required pursuant to Rule 463 (17 CFR 230.463) under the 
Securities Act, following the effective date of the first registration 
statement filed under the Securities Act by an issuer, the issuer or 
successor issuer shall report the use of proceeds on its first periodic 
report filed pursuant to sections 13(a) and 15(d) of the Exchange Act 
after effectiveness of its Securities Act registration statement, and 
thereafter on each of its subsequent periodic reports filed pursuant to 
sections 13(a) and 15(d) of the Exchange Act through the later of 
disclosure of the application of all the offering proceeds, or 
disclosure of the termination of the offering. If a report of the use 
of proceeds is required with respect to the first effective 
registration statement of the predecessor issuer, the successor issuer 
shall provide such a report. The information provided pursuant to 
paragraphs (e)(2) through (e)(4) of this Item need only be provided 
with respect to the first periodic report filed pursuant to sections 
13(a) and 15(d) of the Exchange Act after effectiveness of the 
registration statement filed under the Securities Act. Subsequent 
periodic reports filed pursuant to sections 13(a) and 15(d) of the 
Exchange Act need only provide the information required in paragraphs 
(e)(2) through (e)(4) of this Item if any of such required information 
has changed since the last periodic report filed. In disclosing the use 
of proceeds in the first periodic report filed pursuant to the Exchange 
Act, the issuer or successor issuer should include the following 
information:
    (1) The effective date of the Securities Act registration statement 
for which the use of proceeds information is being disclosed, the 
Commission file number assigned to the registration statement;
    (2) If the offering has commenced, the offering date, and if the 
offering has not commenced, an explanation why it has not;
    (3) If the offering terminated before any securities were sold, an 
explanation for such termination; and
    (4) If the offering did not terminate before any securities were 
sold, disclose:
    (i) Whether the offering has terminated and, if so, whether it 
terminated before the sale of all securities registered;
    (ii) The name(s) of the managing underwriter(s), if any;
    (iii) The title of each class of securities registered and, where a 
class of convertible securities is being registered, the title of any 
class of securities into which such securities may be converted;
    (iv) For each class of securities (other than a class of securities 
into which a class of convertible securities registered may be 
converted without additional payment to the issuer) the following 
information, provided for both the account of the issuer and the 
account(s) of any selling security holder(s): the amount registered, 
the aggregate price of the offering amount registered, the amount sold 
and the aggregate offering price of the amount sold to date;
    (v) From the effective date of the Securities Act registration 
statement to the ending date of the reporting period, the amount of 
expenses incurred for the issuer's account in connection with the 
issuance and distribution of the securities registered for underwriting 
discounts and commissions, finders' fees, expenses paid to or for 
underwriters, other expenses and total expenses. Indicate if a 
reasonable estimate for the amount of expenses incurred is provided 
instead of the actual amount of expense. Indicate whether such payments 
were:
    (A) Direct or indirect payments to directors, officers, general 
partners of the issuer or their associates; to persons owning ten (10) 
percent or more of any class of equity securities of the issuer; and to 
affiliates of the issuer; or
    (B) Direct or indirect payments to others;
    (vi) The net offering proceeds to the issuer after deducting the 
total expenses described in paragraph (e)(4)(v) of this Item;
    (vii) From the effective date of the Securities Act registration 
statement to the ending date of the reporting period, the amount of net 
offering proceeds to the issuer used for construction of plant, 
building and facilities; purchase and installation of machinery and 
equipment; purchases of real estate; acquisition of other business(es); 
repayment of indebtedness; working capital; temporary investments 
(which should be specified); and any other purposes for which at least 
five (5) percent of the issuer's total offering proceeds or $100,000 
(whichever is less) has been used (which should be specified). Indicate 
if a reasonable estimate for the amount of net offering proceeds 
applied instead of the actual amount of net offering proceeds used. 
Indicate whether such payments were:
    (A) Direct or indirect payments to directors, officers, general 
partners of the issuer or their associates; to persons owning ten (10) 
percent or more of any class of equity securities of the issuer; and to 
affiliates of the issuer; or
    (B) Direct or indirect payments to others; and
    (viii) If the use of proceeds in paragraph (e)(4)(vii) of this Item 
represents a material change in the use of proceeds described in the 
prospectus, the issuer should describe briefly the material change.
* * * * *
    38. By amending Form 10-Q (referenced in Sec. 249.308a) by revising 
the caption to Item 2 of Part II, and by adding paragraph (d) to Item 2 
of Part II preceding the Instruction to read as follows:


[[Page 39770]]


(Note: The text of Form 10-Q does not, and the amendments thereto 
will not appear in the Code of Federal Regulations.)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q

* * * * *

PART II--OTHER INFORMATION

* * * * *
Item 2. Changes in Securities and Use of Proceeds
* * * * *
    (d) If required pursuant to Rule 463 (17 CFR 230.463) of the 
Securities Act of 1933, furnish the information required by Item 701(f) 
of Regulation S-K (Sec. 229.701(f) of this chapter).
* * * * *
    39. By amending Form 10-QSB (referenced in Sec. 249.308b) by 
revising the caption to Item 2 of Part II, and by adding paragraph (d) 
to Item 2 of Part II preceding the Instruction to read as follows:

(Note: The text of Form 10-QSB does not, and the amendments thereto 
will not, appear in the Code of Federal Regulations.)

FORM 10-QSB

* * * * *

PART II--OTHER INFORMATION

* * * * *
Item 2. Changes in Securities and Use of Proceeds
* * * * *
    (d) If required pursuant to Rule 463 (17 CFR 230.463) of the 
Securities Act of 1933, furnish the information required by Item 701(f) 
of Regulation S-B (Sec. 228.701(f) of this chapter).
* * * * *
    40. By amending Form 10-K (referenced in Sec. 249.310) by removing 
from General Instruction I.(c) the phrase ``General Instruction 
(J)(1)(a)'' and adding in its place ``General Instruction (I)(1)(a)'', 
by removing from the facing page the words ``(Fee Required)'' and ``(No 
Fee Required)'', and in Item 5 of Part II by designating the current 
text as paragraph (a) and by adding paragraph (b) to read as follows:

(Note: The text of Form 10-K does not, and the amendments thereto 
will not, appear in the Code of Federal Regulations.)

FORM 10-K

* * * * *

PART II

Item 5. Market for Registrant's Common Equity and Related Stockholder 
Matters
* * * * *
    (b) If required pursuant to Rule 463 (17 CFR 230.463) of the 
Securities Act of 1933, furnish the information required by Item 701(f) 
of Regulation S-K (Sec. 229.701(f) of this chapter).
* * * * *
    By amending Form 10-KSB (referenced in Sec. 249.310b) by removing 
from the facing page the words ``(Fee Required)'' and ``(No Fee 
Required)'', and in Item 5 of Part II by designating the current text 
as paragraph (a) and by adding paragraph (b) to read as follows:

(Note: The text of Form 10-KSB does not, and the amendments thereto 
will not, appear in the Code of Federal Regulations.)

FORM 10-KSB

* * * * *

PART II

Item 5. Market for Common Equity and Related Stockholder Matters
* * * * *
    (b) If required pursuant to Rule 463 (17 CFR 230.463) of the 
Securities Act of 1933, furnish the information required by Item 701(f) 
of Regulation S-B (Sec. 228.701(f) of this chapter).
* * * * *
    By the Commission.

    Dated: July 18, 1997.
Margaret H. McFarland,
Deputy Secretary.
[FR Doc. 97-19444 Filed 7-23-97; 8:45 am]
BILLING CODE 8010-01-P