[Federal Register Volume 64, Number 26 (Tuesday, February 9, 1999)]
[Proposed Rules]
[Pages 6261-6288]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 99-2931]


=======================================================================
-----------------------------------------------------------------------

SECURITIES AND EXCHANGE COMMISSION

17 CFR Parts 210, 228, 229, 230, 239, 240, 249 and 260

[Release Nos. 33-7637; 34-41014; International Series Release No. 1182; 
File No. S7-3-99]
RIN 3235-AH62


International Disclosure Standards

AGENCY: Securities and Exchange Commission.

ACTION: Notice of proposed rulemaking.

-----------------------------------------------------------------------

SUMMARY: The Securities and Exchange Commission (the ``Commission'') is 
proposing to improve the comparability of information provided to 
investors and securities markets by issuers offering or listing 
securities in multiple markets. To achieve this goal, we are proposing 
to revise our disclosure requirements for foreign private issuers to 
conform to the international disclosure standards endorsed by the 
International Organization of Securities Commissions in September 1998. 
Under this proposal, the international disclosure standards would 
replace most of the non-financial statement disclosure requirements of 
Form 20-F, the basic disclosure document for foreign private issuers. 
We would make conforming changes to the registration statements used by 
foreign private issuers under the Securities Act of 1933, to reflect 
the changes in Form 20-F. We also are taking this opportunity to 
propose changes in the definition of ``foreign private issuer'' to give 
clearer guidance on how foreign companies should determine whether 
their shareholders are U.S. residents.

DATES: You should send us your comments so that they arrive at the 
Commission on or before April 12, 1999.

ADDRESSES: You should send three copies of your comments to Jonathan G. 
Katz, Secretary, U.S. Securities and Exchange Commission, 450 Fifth 
Street, N.W., Stop 6-9, Washington, D.C. 20549. You also may submit 
your comments electronically to the following electronic mail address: 
[email protected]. All comment letters should refer to File No. S7-
3-99; you should include this file number in the subject line if you 
use electronic mail. Comment letters will be available for public 
inspection and copying at our Public Reference Room, 450 Fifth Street, 
N.W., Washington, D.C. 20549. We will post electronically submitted 
comment letters on our Internet Web site (http://www.sec.gov).

FOR FURTHER INFORMATION CONTACT: Sandra Folsom Kinsey, Senior 
International Counsel, or Rani Doyle, Staff Attorney, in the Office of 
International Corporate Finance, Division of Corporation Finance at 
(202) 942-2990.

SUPPLEMENTARY INFORMATION: We propose amendments to Form 20-F \1\ under 
the Securities Exchange Act of 1934.\2\ As part of those amendments, we 
propose to delete Rule 3-19 under Regulation S-X.\3\ We propose 
amendments to Rule 3-20 under Regulation S-X,\4\ Items 402, 512, and 
601 of Regulation S-K,\5\ Rules 175, 434 and 463 of Regulation C,\6\ 
Forms F-1, F-2, F-3, F-4, F-6 and S-11 \7\ under the Securities Act of 
1933,\8\ Exchange Act Rules 3b-6, 13a-10 and 15d-10,\9\ and Rule 0-11 
under the Trust Indenture Act of 1939 \10\ to correct references to the 
items in Form 20-F which would be revised in connection with the 
amendments to Form 20-F. We propose amendments to Rules 3-01, 3-02 and 
3-12 under Regulation S-X \11\ and to Item 310 of Regulation S-B \12\ 
to correct references to Rule 3-19. We also propose to revise the 
definition of foreign private issuer in Securities Act Rule 405 \13\ 
and Exchange Act Rule 3b-4.\14\
---------------------------------------------------------------------------

    \1\ 17 CFR 239.220f (``Form 20-F'').
    \2\ 15 U.S.C. Secs. 78a et seq. (the ``Exchange Act'').
    \3\ 17 CFR 210.3-19.
    \4\ 17 CFR 210.3-20.
    \5\ 17 CFR 229.402, 17 CFR 229.512 and 17 CFR 229.601.
    \6\ 17 CFR 230.175, 17 CFR 230.434 and 17 CFR 230.463.
    \7\ See 17 CFR 239.31, CFR 239.32, 17 CFR 239.33, 17 CFR 239.34, 
17 CFR 239.36 and 17 CFR 239.18.
    \8\ 15 U.S.C. Secs. 77a et seq. (the ``Securities Act'').
    \9\ 17 CFR 240.3b-6, 17 CFR 240.13a-10 and 17 CFR 240.15d-10.
    \10\ 17 CFR 260.0-11.
    \11\ 17 CFR 210.3-01, 17 CFR 210.3-02, and 17 CFR 210.3-12.
    \12\ 17 CFR 228.310.
    \13\ 17 CER 230.405.
    \14\ 17 CER 240.3b-4.
---------------------------------------------------------------------------

I. Executive Summary

    It is becoming more common for companies to increase their global 
presence and lower their cost of capital by listing on foreign 
securities markets and raising capital outside their home

[[Page 6262]]

country. When companies offer or list their securities outside their 
home market, however, they often face a variety of different, and 
sometimes conflicting, regulatory systems. The Commission has 
recognized this problem, and many of our initiatives for foreign 
issuers have had the goal of reducing barriers to cross-border 
offerings and listings in the United States. We have long believed that 
investors in the United States benefit when they have a wide range of 
investment choices, and we have sought to increase their investment 
opportunities in foreign companies while preserving the protections 
they have come to expect under the federal securities laws.
    The Commission, as a member of the International Organization of 
Securities Commissions (referred to as IOSCO), also participates in a 
number of international initiatives intended to make the world's 
securities markets safer and more efficient for investors. In 
particular, IOSCO has been working for years to facilitate the cross-
border flow of securities and capital by promoting the use of a single 
disclosure document that would be accepted in multiple jurisdictions. 
IOSCO recently endorsed a core set of disclosure standards for the non-
financial statement portions of a disclosure document, and encouraged 
its members to take whatever steps are necessary in their own 
jurisdictions to accept disclosure documents prepared in accordance 
with those standards.\15\ As a member of IOSCO, the Commission played 
an active role in the development of these standards.
---------------------------------------------------------------------------

    \15\ You can find the full text of the standards endorsed by 
IOSCO, as well as other IOSCO documents cited in this release, on 
the IOSCO Internet Web site <http://www.iosco.org>.
---------------------------------------------------------------------------

    In 1979, when the Commission adopted Form 20-F, the basic 
disclosure document for foreign private issuers, we said that our 
action ``represent[ed] an important step, but only a step, in the 
harmonization of international disclosure standards.'' \16\ In our 1988 
policy statement on the regulation of international securities markets, 
we noted that ``[t]he ultimate goal should be the development of an 
integrated international disclosure system.'' \17\ Today we are 
proposing to take another significant step in that direction by 
revising our existing foreign issuer integrated disclosure system to 
incorporate fully IOSCO's international disclosure standards.
---------------------------------------------------------------------------

    \16\ Exchange Act Release No. 16371 (Nov. 29, 1979) [44 FR 70132 
at 70133].
    \17\ Securities Act Release No. 6807 (Nov. 14, 1988) [53 FR 
46963 at 46965].
---------------------------------------------------------------------------

    We believe the international disclosure standards represent a 
strong international consensus on fundamental disclosure topics and 
that they can be used to produce offering and listing documents that 
will contain the same high level of information as is called for by our 
current requirements. The proposed revisions to Form 20-F in no way 
decrease the amount or quality of information investors will receive. 
Using the international disclosure standards, issuers would find it 
easier to offer or list securities outside their home country by 
preparing a core disclosure document that, with a minimum of national 
tailoring, may be accepted in multiple jurisdictions. This disclosure 
document would serve as an ``international passport'' to the world's 
capital markets by reducing the barriers to cross-border offerings and 
listings. Adopting this approach would provide a means for expanding 
the investment opportunities available to U.S. investors, while still 
ensuring that they receive a high level of information comparable to 
that provided by U.S. companies.
    The international disclosure standards would replace most, but not 
all, of the current requirements of Form 20-F, the combined 
registration and annual report form for foreign private issuers under 
the Exchange Act. Foreign private issuers also would use the 
international disclosure standards in preparing the registration forms 
designated for their use under the Securities Act. Although the 
international disclosure standards were drafted specifically for use 
only for offerings and listings of equity securities for cash, we 
propose to expand their scope, consistent with our existing foreign 
issuer requirements and the current usage of Form 20-F, to cover all 
types of registration statements regardless of the type of securities 
or form of consideration, and to cover annual reports. Our proposal 
would eliminate Rule 3-19 of Regulation S-X, which governs the 
financial statements of foreign private issuers, since the requirements 
of that rule are addressed in the international disclosure standards.
    We also are proposing to revise the definition of ``foreign private 
issuer'' found in the rules under the Securities Act and the Exchange 
Act.\18\ Whether or not an issuer satisfies the foreign private issuer 
definition determines its eligibility to use particular forms under the 
Securities Act and the Exchange Act. Foreign private issuers also are 
not subject to the proxy rules under Section 14 of the Exchange Act, 
and their company insiders are not required to file reports of 
beneficial ownership or comply with the short-swing trading rules under 
Section 16 of the Exchange Act.\19\ The foreign private issuer 
definition, which is the same under both Acts, is based in part on 
whether a majority of the issuer's outstanding voting securities are 
held of record by U.S. residents. Issuers may not be applying the 
definition as intended, however, because of the increased prevalence of 
offshore nominees and custodial accounts. For guidance in calculating 
U.S. ownership, we are proposing to direct issuers to Exchange Act Rule 
12g3-2(a), which requires issuers to look through the bank, broker-
dealer or other nominee holder to determine the residence of the 
account holder. We also propose to require the issuer to take into 
consideration the residence information reported by investors on 
beneficial ownership reports that are provided to the issuer or filed 
publicly, as well as information otherwise provided to the issuer. We 
believe that these methods of calculation will give a better picture of 
whether or not a company incorporated outside the United States is 
entitled to the accommodations available to foreign private issuers.
---------------------------------------------------------------------------

    \18\  See Securities Act Rule 405, 17 CFR 230.405, and Exchange 
Act Rule 3b-4, 17 CFR 240.3b-4.
    \19\ See Exchange Act Rule 3a12-3, 17 CFR 240.3a12-3.
---------------------------------------------------------------------------

II. Discussion

A. Background

    The Commission historically has sought to balance the information 
needs of investors with our awareness that the interest of the public 
is served by opportunities to invest in a variety of securities, 
including foreign securities.\20\ In our 1988 policy statement, we 
noted that ``[t]he goal in addressing international disclosure and 
registration problems should be to minimize regulatory impediments 
without compromising investor protection.'' \21\ The globalization of 
the securities markets and new technological developments have 
challenged securities regulators around the world to adapt to the needs 
of market participants while maintaining their current levels of 
investor protection and preserving market integrity. Investors 
increasingly are interested in investing in foreign companies, and 
technological advances have made it easier for them to do so.

[[Page 6263]]

As these market forces have accelerated, the Commission periodically 
has reexamined its approach to regulating the U.S. securities markets, 
keeping in mind the fundamental need for investor protection.
---------------------------------------------------------------------------

    \20\ Securities Act Release No. 6360 (Nov. 20, 1981) [46 FR 
58511].
    \21\ Securities Act Release No. 6807 (Nov. 14, 1988) [53 FR 
16965].
---------------------------------------------------------------------------

    Because of the flow of capital across borders, we and other 
securities regulators around the world have an interest in ensuring 
that a high level of information is available to investors in all 
markets. Our 1988 policy statement noted that ``all securities 
regulators should work together diligently to create sound 
international regulatory frameworks that will enhance the vitality of 
capital markets.'' That approach has proven useful in a number of 
instances in the past, and it is equally useful in the context of 
disclosure requirements for cross-border offerings and listings. 
Worldwide regulatory consensus on high level disclosure requirements 
means that companies complying with those requirements will find open 
doors to capital markets around the world. For this reason, we have 
been actively involved in IOSCO's efforts to develop a set of high 
quality international disclosure standards.

B. IOSCO Development of the International Disclosure Standards

    IOSCO is an international, non-profit association of securities 
regulatory organizations. It has approximately 160 ordinary, associate 
and affiliate members and works on a variety of projects of interest to 
securities regulators around the world. The Commission has been a 
member of IOSCO for several years.\22\ IOSCO's two key committees are 
the Technical Committee and the Emerging Markets Committee. The 
Technical Committee is composed of 16 regulatory agencies that regulate 
some of the world's largest, more developed and internationalized 
securities markets; its objective is to review major regulatory issues 
related to international securities and futures transactions and to 
coordinate practical responses to these concerns. The Commission is a 
member of this Committee.
---------------------------------------------------------------------------

    \22\ Other U.S. members of IOSCO include the Commodity Futures 
Trading Commission and the North American Securities Administrators 
Association as associate members and the National Association of 
Securities Dealers--Regulation and the New York Stock Exchange as 
affiliate members.
---------------------------------------------------------------------------

    In 1987, IOSCO's Technical Committee began a study of the then 
emerging methods of offering securities on a multinational basis and 
the problems associated with multiple listings. As a result of this 
study, IOSCO issued a report in 1989 making a number of recommendations 
to facilitate multinational capital raising. Among other things, the 
report recommended that ``regulators be encouraged, where consistent 
with their legal mandate and the goal of investor protection, to 
facilitate the use of single disclosure documents, whether by 
harmonization of standards, reciprocity or otherwise.''  \23\ Since 
that time, IOSCO has sought to increase the efficiency of the capital 
raising process for issuers that offer or list securities in more than 
one jurisdiction. Although IOSCO has devoted much of its energies to an 
ongoing project on accounting standards,\24\ it also has focused on the 
non-financial statement disclosures in offering and listing documents, 
such as the description of the issuer's business, its management and 
the securities it plans to offer or list. Members of the IOSCO 
Technical Committee first compared their existing national disclosure 
requirements to identify areas of commonality.\25\ The next step was to 
develop a consensus on high quality disclosure on a number of topics 
and prepare standards that reflected that consensus. After consultation 
with the Emerging Markets Committee, IOSCO's Technical Committee 
published a formal consultation document relating to this project in 
May 1998 for review by the IOSCO membership.
---------------------------------------------------------------------------

    \23\ International Equity Offers--Summary, International 
Organization of Securities Commission, 8 (Sept. 1989).
    \24\ In a separate project, IOSCO has agreed with the 
International Accounting Standards Committee (``IASC'') that, upon 
successful completion of a work program on a core set of 
international accounting standards, IOSCO will consider endorsement 
of those standards for use in cross-border offerings and listings. 
In April 1996, the Commission issued a statement in support of the 
efforts of IOSCO and the IASC and indicated that, If the IASC 
successfully completes the agreed-upon work program and if the core 
standards satisfy the criteria set forth in our statement, we will 
consider accepting the core standards for use by foreign issuers in 
cross-border securities offerings and listings in the United States. 
IOSCO's assessment of the IASC core standards currently is underway.
    \25\ Comparative Analysis of Disclosure Regimes, International 
Organization of Securities Commissions (Sept. 1991).
---------------------------------------------------------------------------

    In September 1998, IOSCO endorsed the Technical Committee's 
``Disclosure Standards to Facilitate Cross-Border Offerings and 
Listings by Multinational Issuers'' and recommended that IOSCO members 
take all appropriate steps in their home jurisdictions to accept 
documents prepared in accordance with the standards.\26\ In adopting 
the standards, IOSCO stated:

    \26\ IOSCO actions are not binding on its members, and many 
IOSCO members must take further action at the national level to 
implement any IOSCO initiatives.
---------------------------------------------------------------------------

    Issuers will benefit directly from being able to prepare a 
single non-financial statement disclosure document for capital 
raising and listing in more than one jurisdiction at a time. At the 
same time, investors will benefit from the comprehensive nature of 
the required disclosures and the enhanced comparability of 
information. These Standards represent an important step forward in 
reducing the costs of cross-border capital raising without 
sacrificing investor protection.\27\

    \27\ Final Communique of the 23rd Annual Conference of the 
International Organization of Securities Commissions (Sept. 18, 
1998).
---------------------------------------------------------------------------

IOSCO also noted that, although the standards were approved only in the 
context of cross-border offerings by foreign issuers, they might 
provide a point of reference for jurisdictions considering changes in 
their standards for domestic issuers.\28\ The standards were not 
intended to be part of a mutual recognition system, and IOSCO 
specifically noted that disclosure documents prepared in compliance 
with the standards would remain subject to host country review or 
approval processes.

    \28\ Securities regulatory authorities in several emerging 
market jurisdictions have indicated that they expect to look to the 
IOSCO standards for guidance in revising their requirements for 
domestic issuers. For example, press reports indicate that a 
governmental commission in Singapore recently recommended that 
Singapore move to a disclosure-based regulatory system and suggested 
that disclosure requirements for listed companies could be based on 
the IOSCO standards. In addition, we understand that some European 
Union countries are considering incorporating the IOSCO standards 
into shelf registration or continuous disclosure systems.
---------------------------------------------------------------------------

    The international disclosure standards consist of ten core 
disclosure items and a glossary of defined terms. The ten core items 
are:
    Item 1. Identity of Directors, Senior Management and Advisors.
    Item 2. Offer Statistics and Expected Timetable.
    Item 3. Key Information. This item includes requirements for 
selected financial data, the reasons for the offer and the expected use 
of proceeds, and information about risk factors.
    Item 4. Information on the Company. This item includes requirements 
for a description of the issuer's business and properties.
    Item 5. Operating and Financial Review and Prospects. This item 
corresponds to the current requirement for management's discussion and 
analysis of financial condition and results of operations.
    Item 6. Directors, Senior Management and Employees. This item 
includes requirements relating to compensation and shareholdings.
    Item 7. Major Shareholders and Related Party Transactions. 
    Item 8. Financial Information. In addition to requirements relating 
to the

[[Page 6264]]

presentation of financial statements, this item contains requirements 
that correspond to current Rule 3-19 of Regulation S-X, as well as 
requirements relating to legal proceedings.
    Item 9. The Offer and Listing. This item includes requirements for 
a description of the offering, including the plan of distribution, 
trading markets, selling shareholders, dilution and expenses.
    Item 10. Additional Information. This item includes requirements 
for, among other things, a description of the issuer's share capital, 
significant provisions of its articles of incorporation and bylaws, its 
material contracts, and applicable taxes.
    These core disclosure requirements, which are the subject of this 
proposal, are contained in Part I of the international disclosure 
standards. Part II of the standards contains a sample compilation of 
national requirements that issuers will be expected to comply with in 
certain jurisdictions. Several additional requirements under the U.S. 
federal securities laws are referenced in Part II, and there would be 
no change in those requirements.

C. Reasons for the Proposals

    We are proposing to revise our disclosure standards for foreign 
private issuers to incorporate the international disclosure standards 
in their entirety. We are doing this for several reasons. We believe 
that the increasing globalization of the securities markets makes it 
important for securities regulators to work together to promote and 
maintain high quality disclosure standards. The recent volatility in 
securities markets around the world has highlighted the need for 
increased transparency in the information that public companies make 
available to the capital markets. IOSCO, with its broad membership and 
common goal of investor protection, is well-situated to move forward in 
this area, and its efforts are likely to receive international 
support.\29\ Broad acceptance of the international disclosure standards 
may raise the level of disclosure in some capital markets, particularly 
if developing markets begin to modify their domestic disclosure 
requirements to conform more closely to the standards.
---------------------------------------------------------------------------

    \29\ See note 28, id.
---------------------------------------------------------------------------

    We support international initiatives that raise the level of 
information available to investors, facilitate the flow of capital and 
reduce the regulatory burdens on foreign issuers, if they do so in a 
manner that is consistent with our mandate to protect investors. We 
believe the best way to promote the use of the international disclosure 
standards is to incorporate them fully into our existing foreign issuer 
integrated disclosure system.\30\ We do not believe that investor 
protection would be jeopardized by using the international disclosure 
standards because we expect no change in the quality of disclosure that 
investors receive.
---------------------------------------------------------------------------

    \30\ We are proposing to preserve the original wording of the 
international disclosure standards to the maximum extent possible. 
We think this approach will promote consistent use of the standards 
and will help foreign issuers recognize them as a national version 
of the IOSCO standards accepted in other jurisdictions.
---------------------------------------------------------------------------

    We believe U.S. investors would benefit from this proposal in a 
number of ways. The disclosure documents they receive from foreign 
private issuers would be based on updated disclosure standards that 
more closely reflect current international practice. Investors in the 
United States would benefit from increased investment opportunities if 
the proposal reduces regulatory burdens on foreign issuers and results 
in an increase in the number of foreign companies that offer or list 
securities in the U.S. capital markets. If the IOSCO standards are 
broadly accepted (particularly if they prompt changes in domestic 
disclosure requirements in developing markets), they would raise the 
level of disclosure available to U.S. investors regardless of whether 
they invest in foreign companies in the U.S. securities markets or in 
foreign markets.
    We believe that foreign issuers will benefit from being able to 
prepare one core disclosure document that may be accepted in multiple 
jurisdictions. This should reduce the cost of capital raising for 
issuers and allow them to make decisions about where to raise capital 
or list their securities with less concern about the costs and burdens 
of complying with multiple regulatory systems.
    We request comment on whether our assumptions about the benefits of 
this proposal are valid. Are the anticipated benefits to U.S. investors 
likely to be realized? Are the proposals likely to reduce the costs 
that foreign issuers incur in satisfying the regulatory requirements of 
different jurisdictions? Will foreign issuers realize significant 
efficiencies by preparing a single core disclosure document even though 
some additional disclosures may be required to satisfy specific 
national requirements? Will U.S. issuers and their access to capital be 
affected by these changes? How will U.S. small businesses be affected?
    We believe the international disclosure standards are of comparable 
quality and will produce disclosure of at least the same high level of 
information as our existing requirements. In some cases, the 
international disclosure standards require more disclosure than our 
current Form 20-F. For example, they require disclosure of beneficial 
ownership at a five percent level, rather than the 10 percent level 
currently required by Form 20-F. To the extent the international 
disclosure standards differ from our current disclosure requirements, 
we believe they do not compromise investor protection, and therefore 
would fulfill the requirement in Section 7(a) of the Securities Act 
that the information required be ``fully adequate for the protection of 
investors.'' We also believe that incorporating the international 
disclosure standards into Form 20-F will bring our foreign issuer 
disclosure requirements closer in line with the best practices from 
major securities markets around the world. For example, the five 
percent level for disclosing beneficial ownership reflects an 
international consensus arrived at through discussions with foreign 
securities regulators. By revising Form 20-F to incorporate the 
international disclosure standards, we at the same time conformed our 
beneficial ownership disclosure requirement for foreign issuers with 
the current requirement for U.S. companies.
    We request comment on whether the proposed amendments to Form 20-F, 
taken as a whole, are comparable in quality to the current disclosure 
requirements for foreign private issuers. Specifically, if Form 20-F 
and the Securities Act registration forms for foreign private issuers 
are amended as proposed, are foreign issuers likely to prepare 
registration statements and reports that provide at least as high a 
level of disclosure as those produced under the current versions of 
those forms? Will the information be sufficiently comparable to that 
required of U.S. companies to enable investors and other market 
participants to assess foreign and U.S. companies on an equal basis? 
Are there specific differences between the current disclosure 
requirements and the proposed requirements that either would impose 
undue burdens on foreign registrants or would deprive investors of 
important information? If so, which differences would have that effect?
    The international disclosure standards were intended to be used by 
issuers seeking to register or list their securities in multiple 
jurisdictions. By incorporating the text of the international 
disclosure standards fully into Form 20-F, foreign issuers would

[[Page 6265]]

be required to comply with the standards even if the United States is 
the only jurisdiction outside their home country where they register or 
list their securities. We do not believe, however, that this approach 
will burden those registrants unduly, because the proposed standards 
generally are similar to our current disclosure requirements for 
foreign private issuers.
    We considered the alternative of creating a two-tiered system of 
disclosure requirements that would preserve the current foreign issuer 
integrated disclosure system, but offer foreign issuers the option of 
complying with the international disclosure standards if they are 
seeking to access more than one securities market. Introducing a two-
tiered system would mean foreign issuers would have to ``elect'' which 
category of the system they fall into based on whether they plan to 
access more than one foreign jurisdiction; these issuers might 
encounter delays if their plans changed in the future. We also believe 
that our proposal promotes regulatory simplification and that use of 
the standards will be more widespread if they become an integral part 
of our disclosure system for foreign issuers.
    We request comment, however, on whether a more limited adoption of 
the standards is preferable. Will compliance with the requirements of 
revised Form 20-F be unduly burdensome to foreign issuers that do not 
offer or list their securities in multiple jurisdictions? If so, would 
this burden be offset in whole or in part by the benefits of a single, 
uniform disclosure system for foreign issuers in the United States and 
by the goal of promoting international acceptance of high quality 
disclosure standards?
    The proposed changes to our disclosure requirements apply to 
foreign private issuers and would not affect our requirements for U.S. 
issuers. They also would not affect the requirements that apply when an 
issuer prepares financial statements on the basis of accounting 
principles other than U.S. generally accepted accounting principles. 
Thus, this proposal would not affect the financial statement 
reconciliation requirements in Items 17 and 18 of Form 20-F.
    Although we propose to change our rules and forms to reflect the 
wording of the standards endorsed by IOSCO in September 1998, if these 
proposals are adopted the standards would become part of the U.S. 
federal securities laws and would be interpreted and enforced in the 
same manner as other Commission rules and forms. We do not intend for 
this proposal to alter any individual's or entity's liabilities under 
the federal securities laws or change the procedures for offering or 
listing securities in the United States. This proposal also would not 
change our current procedures and practices for reviewing and 
commenting on filed documents. We request comment on whether the 
proposals require clarification on these points.

D. Revisions to Form 20-F

    Form 20-F is the primary source of the disclosure requirements for 
foreign private issuers under the federal securities laws. It is used 
as an initial registration statement under the Exchange Act and as an 
annual report form for foreign private issuers required to file annual 
reports pursuant to Section 13 or 15(d) of the Exchange Act. Unlike 
many Commission forms, the disclosure requirements for Form 20-F are 
set forth in the form itself, rather than referencing the central body 
of disclosure requirements in Regulation S-K. The Securities Act 
registration forms designated for use by foreign private issuers 
primarily refer to the items of Form 20-F, although in some cases they 
refer to items of Regulation S-K.
    We are proposing to replace current Items 1-14 of Form 20-F 
(excluding Item 9A) with ten new items that track the wording of the 
IOSCO disclosure standards.\31\ Existing Item 9A (Quantitative and 
Qualitative Disclosures about Market Risk) of Form 20-F would be 
renumbered and retained. Disclosure about market risk is an important 
part of our disclosure requirements, but it is not an area where there 
currently is international consensus, and so was not addressed in the 
international disclosure standards. Existing Item 15 (Defaults Upon 
Senior Securities) and Item 16 (Changes in Securities and Changes in 
Security for Registered Securities) of Form 20-F also would be 
renumbered and retained, and the wording would be revised to reflect 
``plain English'' drafting principles. These two items apply only when 
Form 20-F is used as an annual report form, and would continue to apply 
only to annual reports under this proposal.
---------------------------------------------------------------------------

    \31\ Although the terminology of the international disclosure 
standards reflects the international backgrounds of their drafters, 
we believe the meaning of unfamiliar terms will be clear to readers. 
For example, the standards use the term ``financials year'' to mean 
the same thing as the term ``fiscal year'' under our rules and 
regulations. The glossary of defined terms will assist readers, and 
in some cases we have added instructions to clarify our 
interpretation of the standards.
---------------------------------------------------------------------------

    Existing Items 17 and 18 of Form 20-F would be retained but would 
not be renumbered; these items explain the financial statement 
requirements for registration statements and reports and the different 
types of reconciliation to U.S. GAAP that must be provided by issuers 
who prepare financial statements using accounting principles other than 
U.S. GAAP. Currently, the text of Item 18 is largely the same as the 
text of Item 17 with few, but important, differences. We propose to 
revise Item 18 to eliminate the redundant text and highlight the 
differences. These revisions are intended only to simplify the way the 
Item 18 requirements are presented and are not intended to change the 
substantive requirements of that Item.
    Although the international disclosure standards were intended to 
cover only equity securities, we propose to adapt them for use with 
securities other than equity. The primary modification we propose for 
this purpose is to add a supplemental item to Form 20-F containing the 
``description of securities'' requirements for securities other than 
equity, which currently are not included in the standards.\32\ We 
propose to simplify existing Item 19 (Financial Statements and 
Exhibits) by deleting the requirement for a separate list of the 
financial statements included with the filing. We are proposing to 
revise the General Instructions to Form 20-F to reflect plain English 
drafting principles and to expand the instructions to include the 
defined terms used in the IOSCO standards.\33\ We also are proposing to 
revise the ``Instructions As To Exhibits'' to conform the exhibit 
requirements for Form 20-F with the exhibit requirements for 
registration statements filed by U.S. issuers under the Exchange Act 
and to reflect plain English drafting principles. For example, we are 
proposing to add exhibit requirements

[[Page 6266]]

for indentures, voting trust agreements, and statements describing how 
earnings per share and ratios of earnings to fixed charges were 
calculated. We also propose to add expanded requirements for management 
compensation plans and an exhibit reference for any additional exhibits 
the issuer wishes to file and any documents not otherwise filed with 
the Commission that are incorporated by reference. All of these exhibit 
requirements currently are required for domestic issuers filing a 
registration statement on Form 10 or an annual report on Form 10-K. We 
request comment on whether these additional exhibit requirements would 
be unduly burdensome to foreign issuers.
---------------------------------------------------------------------------

    \32\ See proposed Item 12 of Form 20-F. The requirements of this 
new item are equivalent to the comparable requirements currently 
found in Item 14 of Form 20-F and Item 202 of Regulation S-K. 
Securities other than equity also would be subject to the other 
disclosure requirements of Form 20-F, as applicable.
    \33\ To the very limited extent that a defined term in Form 20-F 
also is defined under the Exchange Act or the Securities Act, 
foreign private issuers would look to the definition in revised Form 
20-F. The term ``affiliate'' is defined in Securities Act Rule 405 
and in Exchange Act Rule 12b-2, as well as in the international 
disclosure standards, but there is no substantive difference in the 
definitions. The term ``equity security'' is defined in Securities 
Act Rule 405 and Exchange Act Rule 3a11-1, while the term ``equity 
securities'' is defined in the international disclosure standards. 
These definitions do not conflict, since the definition in the 
international disclosure standards primarily serves to narrow the 
scope of those standards. Under our proposed amendments to Form 20-
F, the standards will apply to all types of securities, so the 
limitations in the international disclosure standards definition 
generally will not be relevant.
---------------------------------------------------------------------------

    We are not proposing any changes to ``Appendix A to Item 2(b)--Oil 
and Gas,'' other than to correct item references, because we are 
considering whether to revise our extractive industry disclosure 
requirements for foreign registrants. We also are not proposing any 
changes to the existing Industry Guides. Companies in various 
industries such as banking (Guide 3) and insurance (Guide 6) must 
continue to comply with the applicable Industry Guide.

E. Revisions to Securities Act Registration Forms

    Forms F-1, F-2, F-3 and F-4, the Securities Act registration forms 
designated for use by foreign private issuers, currently cross-
reference the disclosure requirements of Form 20-F and, to a lesser 
extent, Regulation S-K. We are proposing to revise the cross-references 
in these Securities Act registration forms so that they will refer to 
revised Form 20-F wherever possible. Some items in these Securities Act 
registration forms will continue to refer to Regulation S-K; these 
items would be renumbered, but otherwise would be unchanged.
    There are certain offering-related disclosure requirements in the 
international disclosure standards that normally would not be found in 
an Exchange Act registration statement or Form 20-F annual report. 
Examples include proposed Items 2 (Offer Statistics and Expected 
Timetable) and 9.B. (Plan of Distribution). Under our current 
disclosure requirements, these topics are covered in Regulation S-K. We 
considered inserting the text of these requirements in Forms F-1, F-2, 
F-3 and F-4, but concluded that this would be inconsistent with the way 
Securities Act registration forms have developed under our integrated 
disclosure system, as well as with the approach we recently proposed in 
the Securities Act Reform Release.\34\ We also considered inserting 
these requirements in Regulation S-K, but believed that it was 
preferable to keep the core disclosure items together as a unit in Form 
20-F, thereby preserving that form as the central reference point for 
foreign issuers' disclosure requirements. This structure is convenient 
for foreign private issuers and is familiar to those issuers who 
currently use Form 20-F and the Securities Act registration forms. The 
structure also will help prospective registrants recognize the Form 20-
F requirements as the U.S. version of the international disclosure 
standards that are accepted in other jurisdictions. We are proposing, 
therefore, to include these offering-related items in Form 20-F with 
instructions that they apply only if referenced by a Securities Act 
registration statement and not if the form is being used solely as an 
Exchange Act registration statement or an annual report. We request 
comment on this proposed organization.
---------------------------------------------------------------------------

    \34\ Securities Act Release No. 7606A (Nov. 13, 1998) [63 FR 
67174]. The Securities Act Reform Release proposes sweeping changes 
to the offering registration process. If adopted, those proposals 
would change the registration forms used by foreign private issuers, 
but would not affect the substantive disclosure requirements 
proposed in this release.
---------------------------------------------------------------------------

    We are proposing to amend Form F-6, the form used for registering 
American depositary shares, so the requirement for a description of the 
American depositary shares will cross-reference Form 20-F rather than 
Regulation S-K. We also are proposing to amend Form S-11, the form used 
by certain real estate companies, to correct cross-references to Form 
20-F.

F. Revisions to Regulation S-X

    Rule 3-19 of Regulation S-X currently specifies the content, age 
and other requirements for financial statements applicable to filings 
by foreign private issuers. We are proposing to eliminate Rule 3-19 
because the requirements of the rule would be addressed in new Item 8 
of Form 20-F. We believe the requirements in new Item 8 are clearer and 
more understandable than Rule 3-19.
    The substantive requirements currently contained in Rule 3-19 
essentially would be unchanged in Item 8, except for the provisions of 
the rule that relate to the age of financial statements. Under Rule 3-
19, the financial statements and U.S. GAAP information must be as of a 
date within ten months of the effective date of the registration 
statement, and the audited financial statements for the most recent 
completed fiscal year (including U.S. GAAP information) must be 
included in registration statements declared effective more than six 
months after fiscal year-end. Under this rule it is possible, depending 
on the timing, for a foreign private issuer's registration statement to 
be declared effective with audited financial statements as old as 18 
months, with the most recent interim financial statements as old as 10 
months.
    Proposed Item 8 of Form 20-F would require that audited financial 
statements be no older than 15 months at ``the time of the offering or 
listing,'' which generally means the effective date of the registration 
statement. In the case of the issuer's initial public offering, the 
audited financial statements also must be as of a date not older than 
12 months at the time the offering document is filed. This stricter 
rule for initial public offerings would not apply to foreign issuers 
offering securities in the United States for the first time, however, 
if they already are public in their home country.\35\ Proposed Item 8 
also provides that if the date of a registration statement is more than 
nine months after the end of the issuer's last fiscal year, the 
registration statement must contain interim financial statements 
(including U.S. GAAP information), which may be unaudited, covering at 
least the first six months of the issuer's fiscal year.
---------------------------------------------------------------------------

    \35\ Since many foreign issuers already are public companies 
when they file their first registration statement in the United 
States, we believe the 12-month rule would apply only in very 
limited circumstances. Even in those circumstances, we would 
consider waiving the requirement if the issuer can represent 
adequately to us that no jurisdiction outside the United States 
imposes the 12-month requirement and that complying with the 
requirement is impracticable or presents undue hardship.
---------------------------------------------------------------------------

    With respect to the 15-month audit requirement, it became apparent 
in the course of developing the international disclosure standards that 
many securities regulators require audited financial statements used in 
connection with offerings or listings to be more current than Rule 3-19 
requires. Because an issuer would have to comply with stricter home 
country requirements, there are likely to be limited circumstances in 
which a foreign issuer from these countries would need to take 
advantage of the extended time permitted under Rule 3-19.\36\ Issuers 
would be able to avoid a

[[Page 6267]]

``blackout period'' and satisfy new Item 8, however, by preparing 
audited financial statements as of a more current date than the close 
of their prior fiscal year or by filing their annual financial 
statements prior to the six-month deadline permitted under the Exchange 
Act. Although we do not believe that, as a practical matter, reducing 
the permitted age of financial statements will unduly burden foreign 
issuers, we request comment on whether that is the case. In particular, 
we would be interested in knowing how often issuers actually take 
advantage of the extended time periods permitted under Rule 3-19, and 
how likely it is that offerings or listings would be delayed or 
precluded by the requirements of new Item 8? To the extent the 
requirements of new Item 8 impose a burden on some issuers, is this 
burden likely to be offset by the benefits to most issuers of a clearer 
rule, a more internationally accepted standard and the availability to 
investors of more current financial information? Will U.S. investors in 
foreign securities be affected by these changes?
---------------------------------------------------------------------------

    \36\ The effect would be to leave a ``blackout period'' starting 
three months after the close of an issuer's fiscal year during which 
its audited financial statements for the past fiscal year will no 
longer satisfy the Item 8 requirements and its audited financial 
statements for the most recent completed fiscal year would not yet 
be required to be filed on Form 20-F. The maximum extent of this 
blackout period would be three months, although under the Securities 
Act Reform Release, we have proposed shortening the due date for 
annual reports on Form 20-F from six months to five months after the 
close of the issuer's fiscal year. If this proposal in the 
Securities Act Reform Release is adopted, this would have the effect 
of limiting the blackout period to two months.
---------------------------------------------------------------------------

    By incorporating the international disclosure standards into Form 
20-F, we are expanding their scope to cover all types of securities 
rather than just equity securities, because this is consistent with the 
current requirements of Form 20-F. We request comment on whether the 
age of financial statements provisions of new Item 8 should be 
different for securities other than common equity. For example, should 
the permitted age of financial statements be extended for registration 
statements relating to preferred stock, investment grade debt and/or 
non-investment grade debt or preferred securities, to reflect the time 
period currently permitted under Rule 3-19? We also request comment on 
whether the permitted age of financial statements should be different 
for certain types of offerings such as rights offerings, dividend or 
interest reinvestment plans, and convertible securities and warrants, 
as is currently the case under Rule 3-19(e)? If so, which securities or 
which types of offerings should be covered by the extended time 
periods? Would the advantages of having different age of financial 
statements requirements for securities other than common equity (or for 
specified types of offerings) outweigh the added complexity?

G. ``Foreign Private Issuer'' Definition

    We are proposing to amend Rule 405 under the Securities Act and 
Rule 3b-4 under the Exchange Act, which contain the definition of 
``foreign private issuer.\37\ The foreign private issuer definition 
currently includes a test of whether more than 50 percent of an 
issuer's outstanding voting securities are held of record, either 
directly or through voting trust certificates or depositary receipts, 
by residents of the United States.\38\ We often are asked by issuers 
whether they may or must take into consideration the residency of a 
beneficial owner if they know that such owner's residency differs from 
that of the record owner.\39\ We propose to clarify this issue by 
basing the ownership test on the method of calculation used in Rule 
12g3-2(a) under the Exchange Act. That rule follows the definition of 
``securities held of record'' in Rule 12g5-1, but requires the issuer 
to ``look through'' the record ownership of brokers, dealers, banks or 
nominees holding securities for the accounts of their customers to 
determine the residency of those customers. If a foreign issuer's 
securities trade in the U.S. markets in the form of American Depositary 
Receipts, or ADRs, we will presume that shares deposited in the ADR 
program are held solely by U.S. residents.\40\ We also propose to 
require issuers to take into account information regarding U.S. 
ownership derived from beneficial ownership reports that are provided 
to the issuer or filed publicly and information that otherwise is 
provided to the issuer. We believe this approach takes into account the 
fact that securities, particularly securities of foreign issuers, 
increasingly are likely to be held by U.S. residents through offshore 
nominee accounts. These changes to the ``foreign private issuer'' 
definition would give a better picture of whether a company 
incorporated outside the United States is, in fact, the type of entity 
for whom the special rules and forms for foreign private issuers were 
intended.
---------------------------------------------------------------------------

    \37\ Foreign private issuers have been granted various 
accommodations under the federal securities laws, and the Commission 
historically has chosen not to extend those accommodations to 
foreign issuers whose contacts with the U.S. make them ``essentially 
U.S. issuer[s].'' The Commission has recognized that there is an 
important public interest in this latter group of issuers, and has 
required them to comply with the same rules and regulations as U.S.-
incorporated issuers. See Securities Act Release No. 6433 (Oct. 28, 
1982) [47 FR 50292]. The Commission was aware, however, that a 
foreign-incorporated issuer's securities could migrate to the U.S., 
bringing its U.S. shareholder base over the 50% level. The second 
part of the foreign private issuer definition is intended to 
distinguish these issuers from other foreign issuers that also have 
over 50% U.S. ownership but are ``essentially U.S. issuer[s].'' See 
note 38, infra.
    \38\ There are two parts to the definition. The first part is 
based on ownership of the issuer's securities. The second part of 
the definition is based on whether (a) a majority of the issuer's 
executive officers or directors are U.S. citizens or residents, (b) 
over 50% of its assets are within the United States, or (c) its 
business is administered principally in the United States. Any one 
of these three factors, together with majority U.S. ownership, will 
mean the issuer fails to satisfy the foreign private issuer 
definition.
    \39\ At least one court has held that the reference to record 
ownership in Rule 3b-4 must be read literally, on the theory that 
when the Commission means beneficial ownership it knows how to say 
it. See Thouret v. Hudner, 1996 U.S. District LEXIS 981; Fed. Sec. 
L. Rep. (CCH) para. 99,037 (S.D.N.Y. 1996).
    \40\ This presumption is consistent with our proposed rules for 
cross-border rights and exchange offers. Securities Act Release No. 
7611 (Nov. 13, 1998) [63 FR 69136]. As was the case in that 
proposal, if the issuer receives information to the contrary from 
the depositary, it may rely on that information in calculating the 
number of shares held by U.S. residents for purposes of the 
``foreign private issuer'' definition.
---------------------------------------------------------------------------

    We request comment on whether referencing Rule 12g3-2(a) in the 
foreign private issuer definition is a workable approach. Should the 
required inquiry be limited to U.S. brokers, dealers, banks and 
nominees or their affiliates? Should we apply the automatic presumption 
that ADR holders are U.S. residents only to unsponsored ADR programs, 
because in the case of a sponsored ADR program the issuer presumably 
could obtain current U.S. ownership information from the ADR depositary 
bank? Is too great a burden imposed on issuers by requiring them to 
take into account information on U.S. beneficial ownership that is 
available to them from reports of beneficial ownership and that 
otherwise is available to them?

III. General Request for Comments

    If you would like to submit written comments on the proposals, 
suggest additional changes or submit comments on other matters that 
might have an impact on the proposals, we encourage you to do so. 
Besides the specific questions we asked in this release, we also 
solicit comments on the usefulness of the proposals to securityholders, 
foreign private issuers and the marketplace at large. You may comment 
on portions of the release or respond to selected questions without 
replying to all the questions raised in the release.
    Please send three copies of your comments to Jonathan G. Katz, 
Secretary, Securities and Exchange Commission, 450 Fifth Street, N.W., 
Washington, D.C. 20549. You also may

[[Page 6268]]

submit your comments electronically at the following electronic mail 
address: [email protected]. All comment letters should refer to 
File No. S7-3-99; this file number should be included in the subject 
line if electronic mail is used. Comment letters can be inspected and 
copied in the public reference room at 450 Fifth Street, N.W., 
Washington, D.C. We will post electronically submitted comments on our 
Internet Web site <http://www.sec.gov>.

IV. Cost-Benefit Analysis

    The proposed new rules and amendments update and simplify the 
disclosure requirements for foreign private issuers. We believe the 
proposal will make it easier for foreign private issuers to raise 
capital or list their securities in multiple jurisdictions and that 
U.S. investors will benefit if foreign issuers find it easier to access 
the U.S. securities markets. In this section, we examine the benefits 
and costs of the proposed revisions, focusing on the groups that might 
be affected. We request that commenters provide their analysis and 
supporting information on the benefits and costs of the proposals.
    Foreign issuers seeking to raise capital or list securities in more 
than one jurisdiction often encounter differing, and in some cases 
conflicting, regulatory requirements. These regulatory hurdles may 
influence issuers' decisions about where to offer or list their 
securities. A primary goal of the proposed amendments to Form 20-F is 
to facilitate the use of one disclosure document by issuers seeking to 
raise capital or list securities in multiple jurisdictions. The 
proposed amendments are intended to remove regulatory barriers and 
reduce the registration requirements of cross-border offerings and 
listings. We expect the amendments to reduce the costs and burdens of 
complying with regulatory requirements in more than one jurisdiction, 
because the amendments will bring us closer to the goal of enabling 
issuers to prepare one basic disclosure document that will be accepted 
in many jurisdictions. Although some tailoring of the disclosure 
document will be required to satisfy specific national requirements, 
issuers will benefit from greater uniformity in the requirements for 
core disclosure topics.
    We believe U.S. investors will benefit because the amendments to 
Form 20-F will update the disclosure requirements and bring them more 
in line with current international disclosure requirements. Investors 
in the United States also will benefit from increased access to foreign 
investments if foreign issuers find it easier to offer or list 
securities in the United States. Any increase in foreign listings may 
increase the competition for capital in the United States, which could 
affect both U.S. and foreign issuers.
    Foreign issuers should benefit from the ability to access more than 
one securities market using essentially the same basic disclosure 
document. In a few cases the amendments to Form 20-F may be more 
burdensome for foreign issuers than the current Form 20-F requirements 
because they impose a higher standard of disclosure or require 
additional information. In those cases, we do not believe that a 
foreign issuer will incur substantial additional costs in complying 
with these requirements, since they represent requirements that the 
issuer would expect to encounter in accessing other major securities 
markets or in its home jurisdiction.
    The proposed amendments to the definition of ``foreign private 
issuer'', which require the issuer to look beyond record ownership in 
determining the U.S. ownership of its securities, should not impose 
significant additional burdens on foreign issuers. The concept of 
looking beyond record ownership is familiar to foreign issuers, and the 
proposed amendments provide clear guidance on how issuers should 
determine U.S. ownership.
    For purposes of the Small Business Regulatory Enforcement Fairness 
Act of 1996 (``SBREFA''),\41\ a rule is ``major'' if it has resulted, 
or is likely to result in:
---------------------------------------------------------------------------

    \41\ Pub. L. No. 104-121, Title II, 110 Stat. 857 (1996).
---------------------------------------------------------------------------

     An annual effect on the economy of $100 million or more;
     A major increase in costs or prices for consumers or 
individual industries; or
     Significant adverse effects on competition, investment or 
innovation.
    We request information on the potential impact of the proposed 
rules and amendments on the economy on an annual basis. Commenters 
should provide empirical data on: (i) The annual effect on the economy; 
(ii) any increase in costs or prices for consumers or individual 
industries; and (iii) any effect on competition, investment or 
innovation.
    Section 23(a) of the Exchange Act \42\ requires us, in adopting 
rules under the Exchange Act, to consider the impact that rules would 
have on competition. We cannot adopt any rule that would impose a 
burden on competition not necessary or appropriate in the public 
interest. Section 3(f) of the Exchange Act \43\ requires the 
Commission, when engaged in rulemaking, to consider or determine 
whether the action is necessary or appropriate in the public interest, 
and also to consider, in addition to the protection of investors, 
whether the action would promote efficiency, competition and capital 
formation. We seek information on the impact of increased competition 
for capital on domestic companies as a result of an increase in 
securities offered into the United States by foreign companies. Would 
capital costs increase for domestic companies? If so, to what extent 
would the benefit to U.S investors offset the increase in these capital 
costs? We request comment on whether the proposals, if adopted, would 
have an adverse effect on competition or would impose a burden on 
competition that is neither necessary nor appropriate in furthering the 
purposes of the Exchange Act.
---------------------------------------------------------------------------

    \42\ 15 U.S.C. Sec. 78w(a)(2).
    \43\ 15 U.S.C. Sec. 78c(f).
---------------------------------------------------------------------------

V. Regulatory Flexibility Act Certification

    Pursuant to the Regulatory Flexibility Act (15 U.S.C. 605(b)), the 
Chairman of the Commission has certified that the proposed revisions to 
rules and forms will not have a significant impact on a substantial 
number of small entities. We encourage written comments on the 
Certification. Commenters are asked to describe the nature of any 
impact on small entities and provide empirical data to support the 
extent of the impact. For your information, a copy of the certification 
is attached at Appendix A.

VI. Paperwork Reduction Act

    The proposed amendments affect Form 20-F, which contains 
``collection of information requirements'' within the meaning of the 
Paperwork Reduction Act of 1995.\44\ The title for the collection of 
information is ``Form 20-F.'' The OMB control number is 3235-0288. The 
Commission has submitted proposed revisions to those rules and forms to 
the Office of Management and Budget (OMB) for review in accordance with 
44 U.S.C. 3507(d) and 5 CFR 1320.11. An agency may not conduct or 
sponsor, and a person is not required to respond to, a collection of 
information unless it displays a currently valid OMB control number. 
The proposed forms and regulations set forth the disclosures that the 
Commission would require foreign private issuers to make to the public 
about themselves and their securities offerings. The proposed 
amendments would update and simplify the Commission's disclosure 
requirements for foreign private issuers. The substantive requirements 
of the forms

[[Page 6269]]

would remain largely the same, but the requirements would be presented 
in a form that reflects an international regulatory consensus, and thus 
should be more familiar to foreign issuers. The information is needed 
so that prospective investors may make informed investment decisions 
both in registered offerings and in secondary market transactions of 
registered securities. We estimate that 600 revised Forms 20-F will be 
filed each year based on our current experience with Form 20-F and our 
expectation that more foreign private issuers will file the revised 
form. Our experience also indicates that in subsequent years the number 
will increase. We estimate the current annual burden of preparing a 
Form 20-F to be 1,991 hours per filing. From this we estimate that the 
expected annual burden to a registrant of preparing a Form 20-F as 
proposed would not exceed 1,995 hours per filing. In estimating the 
burden associated with the proposed Form 20-F, we considered that, 
generally, most foreign private issuers currently either disclose or 
collect the data underlying the information that would be required by 
the proposed Form. We solicit comment on the accuracy of our estimate. 
The information collection requirements imposed by the forms and 
regulations would be mandatory to the extent that companies are 
publicly owned and either offer securities to the public, register 
under the Exchange Act or file annual reports. There would be no 
mandatory retention period for the information disclosed, and the 
information gathered would be made publicly available unless granted 
confidential treatment.
---------------------------------------------------------------------------

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

    Pursuant to 44 U.S.C. 3506(2)(B), we solicit comments to:
    (i) Evaluate whether the proposed collection of information is 
necessary for the proper performance functions of the agency, including 
whether the information will have practical utility;
    (ii) Evaluate the accuracy of the agency's estimate of the burden 
of the proposed collection of information;
    (iii) Enhance the quality, utility, and clarity of the information 
to be collected; and
    (iv) Minimize the burden of collection of information on foreign 
private issuers, including through the use of automated collection 
techniques or other forms of information technology.
    Persons wishing to submit comments on the collection of information 
requirements should direct them to the following persons: Desk Officer 
for the Securities and Exchange Commission, Office of Information and 
Regulatory Affairs, Office of Management and Budget, Room 3208, New 
Executive Office Building, Washington, DC 20503; and Jonathan G. Katz, 
Secretary, Securities and Exchange Commission, 450 Fifth Street, NW., 
Washington, DC 20549, with reference to File Number S7-3-99. OMB is 
required to make a decision concerning the collections of information 
between 30 and 60 days after publication, so a comment to OMB is best 
assured of having its full effect if OMB receives it within 30 days of 
publication.

VII. Statutory Basis and Text of Proposed Amendments

    The proposed amendments to the Commission's existing rules and 
forms are being proposed pursuant to Sections 2(b), 5, 6, 7, 10 and 
19(a) of the Securities Act of 1933 as amended, Sections 3, 12, 13, 15 
and 23 of the Securities Exchange Act of 1934, and Section 319 of the 
Trust Indenture Act of 1939.

List of Subjects

17 CFR Part 210

    Accountants, Accounting.

17 CFR Part 228

    Reporting and recordkeeping requirements, Securities, Small 
business.

17 CFR Parts 229, 239 and 249

    Reporting and recordkeeping requirements, Securities.

17 CFR Part 230

    Advertising, Investment companies, Reporting and recordkeeping 
requirements, Securities.

17 CFR Part 240

    Brokers, Reporting and recordkeeping requirements, Securities.

17 CFR Part 260

    Reporting and recordkeeping requirements, Securities, Trusts and 
Trustees.

Text of Proposed Amendments

    In accordance with the foregoing, the Securities and Exchange 
Commission proposes to amend Title 17, chapter II of the Code of 
Federal Regulations as follows:

PART 210--FORM AND CONTENT OF AND REQUIREMENTS FOR FINANCIAL 
STATEMENTS, SECURITIES ACT OF 1933, SECURITIES EXCHANGE ACT OF 
1934, PUBLIC UTILITY HOLDING COMPANY ACT OF 1935, INVESTMENT 
COMPANY ACT OF 1940, AND ENERGY POLICY AND CONSERVATION ACT OF 1975

    1. The authority citation for part 210 continues to read as 
follows:

    Authority: 15 U.S.C. 77f, 77g, 77h, 77j, 77s, 77z-2, 77aa(25), 
77aa(26), 78j-1, 78l, 78m, 78n, 78o(d), 78u-5, 78w(a), 78ll(d), 
79e(b), 79j(a), 79n, 79t(a), 80a-8, 80a-20, 80a-29, 80a-30, 80a-
37(a), unless otherwise noted.

    2. By removing and reserving Sec. 210.3-19.
    3. Amend Sec. 210.3-20 in the last sentence of paragraph (d) by 
removing the words ``Items 17(c)(2) or 18(c)(2) of'' and add, in their 
place, the words ``Item 17(c)(2) of''.
    4. By removing in 17 CFR Part 210 the words ``Sec. 210.3-19'' and 
adding, in their place, the words ``Item 8.A of Form 20-F (Sec. 249.220 
of this chapter)'' in the following places:
    a. Section 210.3-01(h); and
    b. Section 210.3-02(d).
    5. Amend Sec. 210.3-12 in paragraph (f) by removing the words 
``specified in Sec. 210.3-19. Financial statements of a foreign 
business which are furnished pursuant to Secs. 210.3-05 or 210.3-09 
because it is an acquired business or a 50 percent or less owned person 
may be of the age specified in Sec. 210.3-19.'' and add, in their 
place, the words ``specified in Item 8.A of Form 20-F (Sec. 249.220f of 
this chapter). Financial statements of a foreign business which are 
furnished pursuant to Secs. 210.3-05 or 210.3-09 because it is an 
acquired business or a 50 percent or less owned person may be of the 
age specified in Item 8.A of Form 20-F.''

PART 228--INTEGRATED DISCLOSURE SYSTEM FOR SMALL BUSINESS ISSUERS

    6. The authority citation for part 228 continues 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.

    7. Amend the first sentence in Note 2 of Sec. 228.310 by removing 
the words ``Articles 3-19 and 3-20 (17 CFR 210.3-19 and 210.3-20)'' and 
add, in their place, the words ``Item 8.A of Form 20-F (17 CFR 
249.220f) and Article 3-20 of Regulation S-X (17 CFR 210.3-20)''.

[[Page 6270]]

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

    8. 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.
* * * * *
    9. Amend Sec. 229.402(a)(1)(ii) by removing the words ``Items 11 
and 12 of Form 20-F [17 CFR 249.220f]'' and add, in their place, the 
words ``Items 6.B. and 6.E.2. of Form 20-F (17 CFR 249.220f)''.
    10. Amend Sec. 229.512 in the first sentence of paragraph (a)(4) by 
removing the words ``Sec. 210.3-19 of this chapter'' and add, in their 
place, the words ``Item 8.A. of Form 20-F (17 CFR 249.220f)''.
    11. Amend Sec. 229.601 in paragraph (b)(10)(iii)(B)(5) by removing 
the words ``Item 11 of Form 20-F'' and adding, in their place, the 
words ``Item 6.B. of Form 20-F (Sec. 249.220f of this chapter)''.

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

    12. The authority citation for part 230 continues to read in part 
as follows:

    Authority: 15 U.S.C. 77b, 77f, 77g, 77h, 77j, 77r, 77s, 77sss, 
78c, 78d, 78l, 78m, 78n, 78o, 78w, 78ll(d), 79t, 80a-8, 80a-24, 80a-
28, 80a-29, 80a-30, and 80a-37, unless otherwise noted.

* * * * *
    13. Amend Sec. 230.175 by removing in paragraph (b)(2)(i) the words 
``or Item 9 of Form 20-F (Sec. 249.220f of this chapter) `Management's 
discussion and analysis of financial condition and results of 
operations,' '' and adding, in their place, the words ``Management's 
Discussion and Analysis of Financial Condition and Results of 
Operations or Item 5 of Form 20-F Operating and Financial Review and 
Prospects (Sec. 249.220f of this chapter)''; by removing in paragraph 
(c)(3) the words ``Item 9 of Form 20-F'' and adding, in their place, 
the words ``Item 5 of Form 20-F''.
    14. By amending Sec. 230.405 by revising the definition of 
``foreign private issuer'' to read as follows:


Sec. 230.405  Definitions of terms.

* * * * *
    Foreign private issuer. The term foreign private issuer means any 
foreign issuer other than a foreign government except an issuer meeting 
the following conditions:
    (1) More than 50 percent of the outstanding voting securities of 
such issuer are directly or indirectly owned of record by residents of 
the United States; and
    (2) Any of the following:
    (i) The majority of the executive officers or directors are United 
States citizens or residents;
    (ii) More than 50 percent of the assets of the issuer are located 
in the United States; or
    (iii) The business of the issuer is administered principally in the 
United States.

    Instructions to paragraph (1) of this definition: To determine 
the percentage of outstanding voting securities held by U.S. 
residents:
    A. Use the method of calculating record ownership in Rule 12g3-
2(a) under the Exchange Act (Sec. 240.12g3-2(a) of this chapter);
    B. Unless information provided by the depositary demonstrates 
otherwise, count holders of American Depositary Receipts as U.S. 
holders of the underlying securities; and
    C. Count shares of voting securities beneficially owned by 
residents of the United States as reported on reports of beneficial 
ownership that are provided to you or publicly filed and based on 
information otherwise provided to you.
* * * * *
    15. Amend Sec. 230.434 by revising paragraph (c)(3)(i) to read as 
follows; and by removing in paragraph (c)(3)(ii) the words ``Item 11 of 
Form S-3 or Form F-3 (Sec. 239.13 or Sec. 239.33 of this chapter)'' and 
adding, in their place, the words ``Item 11 of Form S-3 or Item 5 of 
Form F-3 (Sec. 239.13 or Sec. 239.33 of this chapter)''.


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

* * * * *
    (c) * * *
    (3) * * *
    (i) The description of securities required by Item 202 of 
Regulations S-K (Sec. 229.202 of this chapter) or by Items 9, 10 and 12 
of Form 20-F (Sec. 249.220f of this chapter) as applicable, or a fair 
and accurate summary thereof; and
* * * * *
    16. Amend Sec. 230.463 by removing in paragraph (a) the words 
``Item 16(e)'' and adding, in their place, the words ``Item 14(e)''.

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

    17. The general 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-24, 80a-29, 80a-30 and 80a-37, 
unless otherwise noted.
* * * * *
    18. Amend General Instruction E. to Form S-11 (referenced in 
Sec. 239.18) by removing the words ``Items 3, 4, 10, 11 and 18, 
respectively, of Form 20-F'' and adding, in their place, the words 
``Items 6, 7.A., 8.A.7., and 18 of Form 20-F''.

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

    19. Amend Form F-1 (referenced in Sec. 239.31) by removing in 
General Instruction III the words ``the information that would be 
required by Item 11'' and adding in their place the words ``the 
information which would be required by Item 4''; by removing in General 
Instruction III the words ``called for by Item 9'' and adding in their 
place the words ``called for by Items 10.A and 10.B of Form 20-F or 
Item 12 of Form 20-F, as applicable''; by removing Items 4 through 10 
and 13; by redesignating Items 11, 12, 14, 15, 16, and 17 as Items 4, 
5, 6, 7, 8, and 9; by revising the caption for newly designated Item 4 
to read ``Information with Respect to the Registrant and the 
Offering''; by removing in newly designated Item 4(b) the words 
``Pursuant to Item 16'' and adding, in their place, the words 
``Pursuant to Item 8''; and, by removing in newly designated Item 8(b) 
the words ``and Item 11(b) of this Form'' and adding, in their place, 
the words ``and Item 4(b) of this Form''.
    20. Amend Form F-1 (referenced in Sec. 239.31) the Instructions As 
To Summary Prospectuses section by redesignating paragraphs 1.(c), 
1.(d), 1.(e), 1.(f), 1.(g) and 1.(h) as paragraphs 1.(c)(i), 1.(c)(ii), 
1.(c)(iii), 1.(c)(iv), 1.(c)(v) and 1.(d); by removing in newly 
designated paragraph 1.(c)(i) the words ``As to Item 4, a'' and adding, 
in their place, ``A''; by removing in newly designated paragraph 
1.(c)(ii) the words ``As to Item 7, a'' and adding, in their place, 
``A''; by removing in newly designated paragraph 1.(c)(iii) the words 
``As to Item 8, a'' and adding, in their place, ``A''; by removing in 
newly designated paragraph 1.(c)(iv) the words ``As to Item 9, a'' and 
adding, in their place, ``A''; by removing in newly designated 
paragraph 1.(c)(v) the words ``As to Item 11, a brief statement of the

[[Page 6271]]

general character of the business done and intended to be done, the 
Selected Financial Data (Item 8 of Form 20-F (Sec. 249.220f of this 
chapter))'' and adding, in their place, the words ``As to Item 4, a 
brief statement of the general character of the business done and 
intended to be done, the Selected Financial Data (Item 3.A of Form 20-F 
(Sec. 249.220f of this chapter))''; by removing in paragraph 3 the 
words ``that information as to Items 9 and 11 specified in paragraphs 
(f) and (g) above'' and adding, in their place, the words ``that 
information specified in paragraphs 1.(c)(iv) and 1.(c)(v) above''.

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

    21. Amend Form F-2 (referenced in Sec. 239.32) by removing Items 4 
through 10 and 14; by adding new Item 4 to read as follows; by 
redesignating Items 11, 12, 13, 15, 16, and 17 as Items 5, 6, 7, 8, 9, 
and 10; by removing in newly designated Item 5(b)(1) the words 
``pursuant to Item 12'' and adding, in their place, the words 
``pursuant to Item 6''; by removing in newly designated Item 5(b)(2) 
the words ``accordance with Item 12 are not sufficiently current to 
comply with the requirements of Rule 3-19 of Regulation S-X 
(Sec. 210.3-19 of this chapter), financial statements necessary to 
comply with that rule'' and adding, in their place, the words 
``accordance with Item 6 are not sufficiently current to comply with 
the requirements of Item 8.A of Form 20-F, financial statements 
necessary to comply with that Item''; and, by removing in the caption 
of the Note to newly designated Item 6 the words ``Item 12(a)''and 
adding, in their place, the words ``Item 6(a)''.

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

SECURITIES AND EXCHANGE COMMISSION

Washington D.C. 20549

Form F-2
Registration Statement Under the Securities Act of 1933
* * * * *
Item 4.  Information About the Offering
    Furnish the information about the offering required by the 
following items of Form 20-F: Item 2 (Offer Statistics and Expected 
Timetable), Item 3.B (Capitalization and Indebtedness), Item 3.C 
(Reasons for the Offer and Use of Proceeds), Item 7.C (Interests of 
Experts and Counsel), Item 10 (The Offer and Listing) and Item 12 
(Description of Securities Other than Equity Securities). You do not 
have to repeat in the prospectus any information called for by these 
items if the same information is contained in a report being 
incorporated by reference into this registration statement.
* * * * *
    22. Amend Form F-2 (referenced in Sec. 239.32) the Instructions As 
To Summary Prospectuses section by redesignating paragraphs 1.(c), 
1.(d), 1.(e), 1.(f), 1.(g) and 1.(h) as paragraphs 1.(c)(i), 1.(c)(ii), 
1.(c)(iii), 1.(c)(iv), 1.(c)(v) and 1.(d); by removing in newly 
designated paragraph 1.(c)(i) the words ``As to Item 4, a'' and adding, 
in their place, ``A''; by removing in newly designated paragraph 
1.(c)(ii) the words ``As to Item 7, a'' and adding, in their place, 
``A''; by removing in newly designated paragraph 1.(c)(iii) the words 
``As to Item 8, a'' and adding, in their place, ``A''; by removing in 
newly designated paragraph 1.(c)(iv) the words ``As to Item 9, a'' and 
adding, in their place, ``A''; and, by removing in newly designated 
paragraph 1.(c)(v) the words ``As to Item 12, a brief statement of the 
general character of the business done and intended to be done, the 
Selected Financial Data (Item 8 of Form 20-F (Sec. 249.220f of this 
chapter)'' and adding, in their place, the words ``A brief statement of 
the general character of the business done and intended to be done, the 
Selected Financial Data (Item 3.A of Form 20-F (Sec. 249.220f of this 
chapter)''.
    23. Amend Form F-3 (referenced in Sec. 239.33) by removing Items 4 
through 10 and 14; by adding new Item 4 to read as follows; by 
redesignating Items 11, 12, 13, 15, 16, and 17 as Items 5, 6, 7, 8, 9, 
and 10; in newly designated Item 5 remove the words ``Item 12'' and 
add, in their place, the words ``Item 6'' in the following places: 
twice in Item 5(a), once in Item 5(b)(1), and once in Item 5(b)(2); by 
removing in newly designated Item 5(b)(1) the words ``Form 8-K'' and 
adding, in their place, the words ``Form 6-K''; by removing in newly 
designated Item 5(b)(2) the words ``Rule 3-19 of Regulation S-X 
(Sec. 210.3-19 of this chapter), financial statements necessary to 
comply with that rule'' and adding, in their place, the words ``Item 
8.A. of Form 20-F, financial statements necessary to comply with that 
Item''; and by removing in the caption of the Note to newly designated 
Item 6 the words ``Item 12(d)'' and adding, in their place, the words 
``Item 6(d)''.

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

SECURITIES AND EXCHANGE COMMISSION

Form F-3
Registration Statement Under the Securities Act of 1933
* * * * *
Item 4. Information About the Offering
    Furnish the information about the offering required by the 
following items of Form 20-F: Item 2 (Offer Statistics and Expected 
Timetable), Item 3.B (Capitalization and Indebtedness), Item 3.C 
(Reasons for the Offer and Use of Proceeds), Item 7.C (Interests of 
Experts and Counsel), Item 10 (The Offer and Listing) and Item 12 
(Description of Securities Other than Equity Securities). You do not 
have to repeat in the prospectus any information called for by these 
items if the same information is contained in a report being 
incorporated by reference into this registration statement.
* * * * *
    24. Amend Form F-4 (referenced in Sec. 239.34) by removing the 
words ``Item 4 of Form 20-F'' and adding, in their place, the words 
``Item 7.A. of Form 20-F'' in the following places:
    a. the Instruction following Item 18(a)(5)(ii); and
    b. the Instruction following Item 19(a)(5).
    25. Amend Form F-4 (referenced in Sec. 239.34) by removing the 
words ``Item 5 of Form 20-F'' and adding, in their place, the words 
``Item 9.A.4. of Form 20-F'' in the following places:
    a. Instruction 2. to Item 11;
    b. Item 12(a)(5);
    c. Item 12(b)(3)(viii);
    d. Instruction 2. to Item 13;
    e. Item 14(i); and
    f. Item 17(b)(2).
    26. Amend Item 12(b)(3)(iii) of Form F-4 (referenced in 
Sec. 239.34) by removing the words ``Item 6 of Form 20-F, exchange 
controls and other limitations on security holders'' and adding, in 
their place, the words ``Item 10.D. of Form 20-F, exchange controls''.
    27. Amend Item 14(d) of Form F-4 (referenced in Sec. 239.34) by 
removing the words ``Item 6 of Form 20-F, exchange controls and other 
limitations affecting security holders'' and adding, in their place, 
the words ``Item 10.D. of Form 20-F, exchange controls''.
    28. Amend Form F-4 (referenced in Sec. 239.34) by removing the 
words ``Item 8 of Form 20-F'' and adding, in their place, the words 
``Item 3.A. of Form 20-F'' in the following places:
    a. Item 3(d), 3(e), 3(f)(1), 3(f)(2), 3(f)(3);
    b. Item 12(b)(3)(v);

[[Page 6272]]

    c. Item 14(f); and
    d. Item 17(b)(3).
    29. Amend Form F-4 (referenced in Sec. 239.34) by removing the 
words ``Item 9 of Form 20-F, management's discussion and analysis of 
financial condition and results of operations'' and adding, in their 
place, the words ``Item 5 of Form 20-F, operating and financial 
review'' in the following places:
    a. Item 12(b)(3)(vi)(A);
    b. Item 14(g)(1); and
    c. Item 17(b)(4)(i).
    30. Amend Form F-4 (referenced in Sec. 239.34) by removing the 
words ``Item 9A of Form 20-F'' and adding, in their place, the words 
``Item 11 of Form 20-F'' in the following places:
    a. Item 12(b)(3)(vi)(B);
    b. Item 14(g)(2); and
    c. Item 17(b)(4)(ii).
    31. Amend Item 18(a)(7)(i) of Form F-4 (referenced in Sec. 239.34) 
by removing the words ``Item 10 of Form 20-F, directors and officers of 
registrant'' and adding, in their place, the words ``Item 6.A. of Form 
20-F, directors and senior management of the registrant''.
    32. Amend Item 19(a)(7)(i) of Form F-4 (referenced in Sec. 239.34) 
by removing the words ``Item 10 of Form 20-F, directors and officers of 
the registrant: and adding, in their place, the words ``Item 6.A. of 
Form 20-F, directors and senior management of the registrant''.
    33. Amend Form F-4 (referenced in Sec. 239.34) by removing the 
words ``Items 11 and 12 of Form 20-F, remuneration and options'' and 
adding, in their place, the words ``Items 6.B. and 6.E. of Form 20-F, 
compensation and share ownership'' in the following places:
    a. Item 18(a)(7)(ii); and
    b. Item 19(a)(7)(ii).
    34. Amend Form F-4 (referenced in Sec. 239.34) by removing the 
words ``Item 13 of Form 20-F, interest of management in certain 
transactions'' and adding, in their place, the words ``Item 7.B. of 
Form 20-F, related party transactions'' in the following places:
    a. Item 18(a)(7)(iii); and
    b. Item 19(a)(7)(iii).
    35. Amend Form F-4 (referenced in Sec. 239.34) by removing the 
words ``Rule 3-19 of Regulation S-X (210.3-19 of this chapter)'' or 
``Rule 3-19 to Regulation S-X'' or ``Rule 3-19 of Regulation S-X'' and 
adding, in their place, the words ``Item 8.A. of Form 20-F'' in the 
following places:
    a. Item 10(b);
    b. Instruction 2 to Item 11;
    c. Items 12(a)(2), (a)(5), (b)(2)(i), and (b)(3)(viii);
    d. Instruction 2 to Item 13;
    e. Item 14(i);
    f. The Instructions following Item 14(i); and
    g. Items 17(b)(2) and 17(b)(6).
    36. Amend Item 3 of Form F-4 (referenced in Sec. 239.34) by 
removing in Instruction 2. to Instructions to paragraphs (e) and (f) 
the words ``Instruction 7 to Item 8 of Form 20-F'' and adding, in their 
place, the words ``The Instructions to Item 3.A. of Form 20-F''.
    37. Amend Item 4(a)(3) of Form F-4 (referenced in Sec. 239.34) by 
removing the words ``Item 202 of Regulation S-K (Sec. 229.202 of this 
chapter)'' and adding, in their place, the words ``Items 10.A and 10.B 
of Form 20-F or Item 12 of Form 20-F, as applicable''.
    38. Amend Item 7(a) of Form F-4 (referenced in Sec. 239.34) by 
removing the words ``Item 507 of Regulation S-K (Sec. 229.507 of this 
chapter)'' and adding, in their place, the words ``Item 9.D. of Form 
20-F (Sec. 249.220f of this chapter)''.
    39. Amend Item 8 of Form F-4 (referenced in Sec. 239.34) by 
removing the words ``Item 509 of Regulation S-K (Sec. 229.509 of this 
chapter)'' and adding, in their place, the words ``Item 7.C. of Form 
20-F (Sec. 249.220f of this chapter)''.
    40. Amend Item 12 of Form F-4 (referenced in Sec. 239.34) by 
removing in Item 12(a)(2) the words ``Item 9 of Form 20-F'' and adding, 
in their place, the words ``Item 5 of Form 20-F''; by removing in Item 
12(b)(1) the words ``Items 1 and 2 of Form 20-F'' and adding, in their 
place, the words ``Item 4 of Form 20-F''; by removing in Item 
12(b)(3)(i) the words ``Items 1(a)(3) and (a)(4) of Form 20-F'' and 
adding, in their place, the words ``Items 4.B., 4.B.2., and 4.B.5. of 
Form 20-F''; by removing in Item 12(b)(3)(ii) the words ``Item 2 of 
Form 20-F'' and adding, in their place, the words ``Item 4.D. of Form 
20-F''; by removing in Item 12(b)(3)(iv) the words ``Item 7 of Form 20-
F'' and adding, in their place, the words ``Item 10.E of Form 20-F''; 
and by removing in Item 12(b)(3)(v) the words ``Item 8 of Form 20-F'' 
and adding, in their place, the words ``Item 3.A. of Form 20-F''.
    41. Amend Item 14 of Form F-4 (referenced in Sec. 239.34) by 
removing in Item 14(a) the words ``Item 1 of Form 20-F, description of 
business'' and adding, in their place, the words ``Items 4.A., 4.B., 
and 4.C of Form 20-F, information on the company''; by removing in Item 
14(b) the words ``Item 2 of Form 20-F, description of property'' and 
adding, in their place, the words ``Item 4.D. of Form 20-F, property, 
plant and equipment''; by removing in Item 14(c) words ``Item 3 of Form 
20-F'' and adding, in their place, the words ``Item 8.A.7. of Form 20-
F''; by removing in Item 14(e) words ``Item 7 of Form 20-F'' and 
adding, in their place, the words ``Item 10.E. of Form 20-F''.

    Note: The text of Form F-4 does not and this amendment will not 
appear in the Code of Federal Regulations.

    42. Revise Item 1 of Form F-6 (referenced in Sec. 239.36) to read 
as follows:

    Note: The text of Form F-6 does not and this amendment will not 
appear in the Code of Federal Regulations.

Securities and Exchange Commission

Form F-6
    Registration Statement Under the Securities Act of 1933 For 
Depositary Shares Evidenced by American Depositary Receipts
* * * * *
Item 1. Description of Securities To Be Registered
    Furnish the information required by Item 12.E. of Form 20-F 
(Sec. 249.220f of this chapter).
* * * * *

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

    43. The general 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, 78j-1, 78k, 
78k-1, 78l, 78m, 78n, 78o, 78p, 78q, 78s, 78u-5, 78w, 78x, 78ll(d), 
78mm, 79q, 79t, 80a-20, 80a-23, 80a-29, 80a-37, 80b-3, 80b-4 and 
80b-11, unless otherwise noted.
* * * * *
    44. By amending Sec. 240.3b-4 by revising the section heading and 
paragraph (c) to read as follows:


Sec. 240.3b-4  Definition of ``foreign government,'' ``foreign issuer'' 
and ``foreign private issuer''.

* * * * *
    (c) The term foreign private issuer means any foreign issuer other 
than a foreign government except an issuer meeting the following 
conditions:
    (1) More than 50 percent of the issuer's outstanding voting 
securities are directly or indirectly held of record by residents of 
the United States; and
    (2) Any of the following:
    (i) The majority of the executive officers or directors are United 
States citizens or residents;
    (ii) More than 50 percent of the assets of the issuer are located 
in the United States; or
    (iii) The business of the issuer is administered principally in the 
United States.


[[Page 6273]]


    Instruction to paragraph (c)(1): To determine the percentage of 
outstanding voting securities held by U.S. residents:
    A. Use the method of calculating record ownership in Rule 12g3-
2(a) under the Exchange Act (Sec. 240.12g3-2(a));
    B. Unless information provided by the depositary demonstrates 
otherwise, count holders of American Depositary Receipts as U.S. 
holders of the underlying securities; and
    C. Count shares of voting securities beneficially owned by 
residents of the United States as reported on reports of beneficial 
ownership provided to you or filed publicly and based on information 
otherwise provided to you.

    45. Amend Sec. 240.3b-6 by removing in paragraph (b)(2)(i) the 
words ``or Item 9 of Form 20-F (Sec. 249.220f of this chapter) 
``Management's discussion and analysis of financial condition and 
results of operations,'' and adding, in their place, the words 
````Management's Discussion and Analysis of Financial Condition and 
Results of Operations'' or Item 5 of Form 20-F, ``Operating and 
Financial Review and Prospects,''''; by removing in paragraph (c)(3) 
the words ``Item 9 of Form 20-F'' and adding, in their place, the words 
``Item 5 of Form 20-F''.
    46. Amend Sec. 240.13a-10 by removing in paragraph (g)(4) the words 
``responding to Items 3, 9, 15, 16, and 17 or 18'' and adding, in their 
place, the words ``responding to Items 5, 8.A.7., 13, 14, and 17 or 
18''.
    47. Amend Sec. 240.15d-10 by removing in paragraph (g)(4) the words 
``responding to Items, 3, 9, 15, 16, and 17 or 18'' and adding, in 
their place, the words ``responding to Items 5, 8.A.7., 13, 14, and 17 
or 18''.

PART 249--FORMS, SECURITIES EXCHANGE ACT OF 1934

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

    Authority: 15 U.S.C. 78a, et seq., unless otherwise noted;
* * * * *
    49. Amend Form 20-F (referenced in Sec. 249.220f) by revising the 
General Instructions; by removing Item 11; by revising Items 1 through 
9, 10, 12 through 16, 18, 19 and Instructions to Exhibits to read as 
follows; by redesignating Item 9A as Item 11; by removing in newly 
designated Item 11 each time they appear the words ``Item 9A'' and 
adding, in their place, the words ``Item 11''; and, by removing in the 
Appendix section following the Instructions As To Exhibits section each 
time they appear the words ``Item 2(b)'' and adding, in their place, 
the words ``Item 4.D''.

    Note: The text of Form 20-F does not and this amendment will not 
appear in the Code of Federal Regulations.

United States Securities and Exchange Commission

Washington, D.C. 20549

Form 20-F
* * * * *
General Instructions
A.  Who May Use Form 20-F and When it Must Be Filed.
    (a) Any foreign private issuer may use this form as a registration 
statement under Section 12 of the Securities Exchange Act of 1934 
(referred to as the Exchange Act) or as an annual or transition report 
filed under Section 13(a) or 15(d) of the Exchange Act. A transition 
report is filed when an issuer changes its fiscal year end. The term 
``foreign private issuer'' is defined in Rule 3b-4 under the Exchange 
Act.
    (b) A foreign private issuer must file its annual report on this 
Form within six months after the end of the fiscal year covered by the 
report.
    (c) A foreign private issuer filing a transition report on this 
Form must file its report in accordance with the requirements set forth 
in Rule 13a-10 or Rule 15d-10 under the Exchange Act that apply when an 
issuer changes its fiscal year end.
B. General Rules and Regulations That Apply to this Form
    (a) The General Rules and Regulations under the Securities Act of 
1933 (referred to as the Securities Act) contain general requirements 
that apply to registration on any form. Read these general requirements 
carefully and follow them when preparing and filing registration 
statements and reports on this Form. In addition to the definitions in 
the General Rules and Regulations, General Instruction F defines 
certain terms for purposes of the items of this Form.
    (b) Pay particular attention to Regulation 12B under the Exchange 
Act, which contains general requirements about matters such as the kind 
and size of paper to be used, the legibility of the registration 
statement or report, the information to give in response to a 
requirement to state the title of securities, the language to be used 
and the filing of the registration statement or report. In addition to 
the definitions in Rule 12b-2, General Instruction F defines certain 
terms for purposes of the items of this Form.
C. How to Prepare Registration Statements and Reports on this Form
    (a) Do not use this Form as a blank form to be filled in; use it 
only as a guide in the preparation of the registration statement or 
annual report. General Instruction E states which items must be 
responded to in a registration statement and which items must be 
responded to in an annual report. The registration statement must 
contain the numbers and captions of all items. You may omit the text 
following each caption in this Form, which describes what must be 
disclosed under each item. Omit the text of all instructions in this 
Form. If an item is inapplicable or the answer to the item is in the 
negative, respond to the item by making a statement to that effect.
    (b) Unless an item directs you to provide information as of a 
specific date or for a specific period, give the information in a 
registration statement as of a date reasonably close to the date of 
filing the registration statement and give the information in an annual 
report as of the latest practicable date.
    (c) Note Rule 12b-20, which states: ``In addition to the 
information expressly required to be included in a statement or report, 
there shall be added such further material information, if any, as may 
be necessary to make the required statements, in light of the 
circumstances under which they are made, not misleading.''
    (d) If the same information required by this Form also is required 
by the body of accounting principles used in preparing the financial 
statements, you may respond to an item of this Form by providing a 
cross-reference to the location of the information in the financial 
statements, in lieu of repeating the information.
    (e) Note Item 10 of Regulation S-K which explains the Commission 
policy on projections of future economic performance and the Commission 
policy on securities ratings.
    (f) If you are providing the information required by this Form in 
connection with a registration statement under the Securities Act, note 
that Rules 421(b) and 421(c) require you to follow plain English 
drafting principles. You should read Securities Act Release No. 7497 
(January 28, 1998) for information on plain English principles. Also, 
we refer you to ``A Plain English Handbook--How to create clear SEC 
disclosure documents,'' issued by the Office of Investor Education and 
Assistance.
D. How to File Registration Statements and Reports on this Form
    File with the Commission (i) three complete copies of the 
registration statement or report, including financial statements, 
exhibits and all other papers and documents filed as part of the 
registration statement or report, and (ii)

[[Page 6274]]

five additional copies of the registration statement or report, which 
need not contain exhibits. File at least one complete copy of the 
registration statement or report, including financial statements, 
exhibits and all other papers and documents filed as part of the 
registration statement or report, with each exchange on which any class 
of securities is or will be registered. Manually sign at least one 
complete copy of the registration statement or report filed with the 
Commission and one copy filed with each exchange. Type or print the 
signatures on copies that are not manually signed. See Rule 12b-11(d) 
for instructions about manual signatures and the Instructions as to 
Exhibits of this Form for instructions about signatures pursuant to 
powers of attorney.
    Registration statements and reports are filed with the Commission 
by sending or delivering them to our File Desk between the hours of 
9:00 a.m. and 5:30 p.m., Washington, D.C. time. The File Desk is closed 
on weekends and federal holidays. If you file a registration statement 
or report by mail or by any means other than hand delivery, the address 
is U.S. Securities and Exchange Commission, Attention: File Desk, 450 
Fifth Street, N.W., Washington, D.C. 20549. We consider documents to be 
filed on the date our File Desk receives them. We do not require 
foreign private issuers to file registration statements and reports 
under our Electronic Data Gathering and Retrieval System (EDGAR). We 
encourage you to use EDGAR, if possible, because documents filed 
through EDGAR are easily accessible to the public through the 
Commission's Internet Web site and through other electronic means. If 
you have technical questions about EDGAR or want to request an access 
code, call the EDGAR Filer Support Office at (202) 942-8900. If you 
have questions about the EDGAR rules, call the Office of EDGAR Policy 
at (202) 942-2940.
E. Which Items To Respond to in Registration Statements and Annual 
Reports
    (a) Exchange Act Registration Statements. A registration statement 
filed under the Exchange Act on this Form must include the information 
specified in Part I and Part III. Read the instructions to each item 
carefully before responding to the item. In some cases, the 
instructions may permit you to omit some of the information specified 
in certain items in Part I.
    (b) Annual Reports. An annual report on this Form must include the 
information specified in Parts I, II and III. Read the instructions to 
each item carefully before responding to the item. In some cases, the 
instructions may permit you to omit some of the information specified 
in certain items in Part I. You may omit certain information if it was 
previously reported and has not changed. If that is the case, you do 
not have to file copies of the previous report with the report being 
filed on this Form.
    (c) Financial Statements. A registration statement or annual report 
filed on this Form must contain the financial statements and related 
information specified in Item 17 of this Form. We encourage you to 
provide the financial statements and related information specified in 
Item 18 of this Form in lieu of Item 17, but the Item 18 statements and 
information are not required. In certain circumstances, Forms F-2 or F-
3 for the registration of securities under the Securities Act require 
that you provide the financial statements and related information 
specified in Item 18 in your annual report on Form 20-F. Consult those 
Securities Act forms for the specific requirements and consider the 
potential advantages of complying with Item 18 instead of Item 17 of 
this Form. Note that Items 17 and 18 may require you to file financial 
statements of other entities in certain circumstances. These 
circumstances are described in Regulation S-X.
    The financial statements must be audited in accordance with U.S. 
generally accepted auditing standards, and the auditor must comply with 
the U.S. standards for auditor independence. If you have any questions 
about these requirements, contact the Office of Chief Accountant in the 
Division of Corporation Finance at (202) 942-2960.
    (d) Securities Act Registration Statements. The registration 
statement forms under the Securities Act direct you to provide 
information required by specific items of Form 20-F. Some items of Form 
20-F only apply to Securities Act registration statements, and you do 
not have to respond to those items if you are using Form 20-F to file 
an Exchange Act registration statement or an annual report. The 
instructions to the items of Form 20-F identify which information is 
required only in Securities Act registration statements.
F. Definitions
    The following definitions apply to various terms used in this Form, 
unless the context indicates otherwise.
    Affiliate--An ``affiliate'' of a specified person or entity refers 
to one who, directly or indirectly, either controls, is controlled by 
or is under common control with, the specified person or entity.
    Beneficial owner--The term ``beneficial owner'' of securities 
refers to any person who, even if not the record owner of the 
securities, has or shares the underlying benefits of ownership. These 
benefits include the power to direct the voting or the disposition of 
the securities or to receive the economic benefit of ownership of the 
securities. A person also is considered to be the ``beneficial owner'' 
of securities that the person has the right to acquire within 60 days 
by option or other agreement. Beneficial owners include persons who 
hold their securities through one or more trustees, brokers, agents, 
legal representatives or other intermediaries, or through companies in 
which they have a ``controlling interest,'' which means the direct or 
indirect power to direct the management and policies of the entity.
    Company--References to the ``company'' mean the company whose 
securities are being offered or listed, and refer to the company on a 
consolidated basis unless the context indicates otherwise.
    Directors and senior management--This term includes (a) the 
company's directors, (b) members of its administrative, supervisory or 
management bodies, (c) partners with unlimited liability, in the case 
of a limited partnership with share capital, (d) nominees to serve in 
any of the aforementioned positions, and (e) founders, if the company 
has been established for fewer than five years. The persons covered by 
the term ``administrative, supervisory or management bodies'' vary in 
different countries and, for purposes of complying with the disclosure 
standards, will be determined by the host country. In the United 
States, the persons referred to by this term correspond to a U.S. 
company's ``executive officers'' as defined in Rule 405 under the 
Securities Act of 1933, as amended and Rule 3b-7 under the Securities 
Exchange Act of 1934, as amended.
    Document--This term covers prospectuses and offering documents used 
in connection with a public offering of securities and registration 
statements or prospectuses used in connection with the initial listing 
of securities.
    Instruction: References to the ``document'' mean whatever type of 
document is being prepared using these disclosure requirements, 
including, as applicable, a prospectus, an Exchange Act registration 
statement, and an annual report.

[[Page 6275]]

    Equity securities--The term ``equity securities'' includes common 
or ordinary shares, preferred or preference shares, options or warrants 
to subscribe for equity securities, and any securities, other than debt 
securities, which are convertible into or exercisable or redeemable for 
equity securities of the same company or another company. If the equity 
securities available upon conversion, exercise or redemption are those 
of another company, the disclosure standards also apply to the other 
company.
    Group--A ``group'' is a parent and all its subsidiaries. References 
to a company's group mean the group of which it is a member.
    Home country--This term refers to the jurisdiction in which the 
company is legally organized, incorporated or established and, if 
different, the jurisdiction where it has its principal listing.
    Host country--This term refers to jurisdictions, other than the 
home country, in which the company is seeking to offer, register or 
list its securities.
    Instruction: Note that, for purposes of this Form, the term ``host 
country'' means the United States and its territories.
    Pre-emptive issue--The term ``pre-emptive issue'' and references to 
``pre-emptive purchase rights'' refer to offerings made to the 
company's existing shareholders in order to permit them to maintain 
their pro rata ownership in the company.

Part I

Item 1.  Identity of Directors, Senior Management and Advisers
    The purpose of this standard is to identify the company 
representatives and other individuals involved in the company's listing 
or registration.
    A. Directors and senior management. Provide the names, business 
addresses and functions of the company's directors and senior 
management.
    B. Advisers. Provide the names and addresses of the company's 
principal bankers and legal advisers to the extent the company has a 
continuing relationship with such entities, the sponsor for listing 
(where required by the host country regulations), and the legal 
advisers to the issue.
    C. Auditors. Provide the names and addresses of the company's 
auditors for the preceding three years (together with their membership 
in a professional body).
    Instructions to Item 1: If you are filing Form 20-F as an annual 
report under the Exchange Act, you do not have to provide the 
information called for by Item 1. You must provide this information, to 
the extent applicable, if you are filing a registration statement under 
either the Securities Act or the Exchange Act.
    Instructions to Item 1.B: Regulated markets in the United States do 
not require sponsors for listing. If a sponsor is required for listing 
in another jurisdiction, disclose the identity of the sponsor.
Item 2.  Offer Statistics and Expected Timetable
    The purpose of this standard is to provide key information 
regarding the conduct of any offering and the identification of 
important dates relating to that offering.
    A. Offer statistics. For each method of offering, e.g., rights 
offering, general offering, etc., state the total expected amount of 
the issue, including the expected issue price or the method of 
determining the price and the number of securities expected to be 
issued.
    B. Method and expected timetable. For all offerings, and separately 
for each group of targeted potential investors, the document shall 
state the following information to the extent applicable to the 
offering procedure:
    1. The time period during which the offer will be open, and where 
and to whom purchase or subscription applications shall be addressed. 
Describe whether the purchase period may be extended or shortened, and 
the manner and duration of possible extensions or possible early 
closure or shortening of this period. Describe the manner in which the 
latter shall be made public. If the exact dates are not known when the 
document is first filed or distributed to the public, describe 
arrangements for announcing the final or definitive date or period.
    2. Method and time limits for paying up securities; where payment 
is partial, the manner and dates on which amounts due are to be paid.
    3. Method and time limits for delivery of equity securities 
(including provisional certificates, if applicable) to subscribers or 
purchasers.
    4. In the case of pre-emptive purchase rights, the procedure for 
the exercise of any right of pre-emption, the negotiability of 
subscription rights and the treatment of subscription rights not 
exercised.
    5. A full description of the manner in which results of the 
distribution of securities are to be made public, and when appropriate, 
the manner for refunding excess amounts paid by applicants (including 
whether interest will be paid).
    Instructions to Item 2: If you are filing Form 20-F as a 
registration statement or annual report under the Exchange Act, you do 
not have to provide the information called for by Item 2. You must 
provide this information if you are filing a registration statement 
under the Securities Act.
Item 3.  Key Information
    The purpose of this standard is to summarize key information about 
the company's financial condition, capitalization and risk factors. If 
the financial statements included in the document are restated to 
reflect material changes in the company's group structure or accounting 
policies, the selected financial data also must be restated. See Item 
8.
    A. Selected financial data. 
    1. The company shall provide selected historical financial data 
regarding the company, which shall be presented for the five most 
recent financial years (or such shorter period that the company has 
been in operation), in the same currency as the financial statements. 
Selected financial data for either or both of the earliest two years of 
the five-year period may be omitted, however, if the company represents 
to the host country regulator that such information cannot be provided, 
or cannot be provided on a restated basis, without unreasonable effort 
or expense. If interim period financial statements are included, the 
selected financial data should be updated for that interim period, 
which may be unaudited, provided that fact is stated. If selected 
financial data for interim periods is provided, comparative data from 
the same period in the prior financial year shall also be provided, 
except that the requirement for comparative balance sheet data is 
satisfied by presenting the year end balance sheet information.
    2. The selected financial data presented shall include items 
generally corresponding to the following, except that the specific line 
items presented should be expressed in the same manner as the 
corresponding line items in the company's financial statements. Such 
data shall include, at a minimum, net sales or operating revenues; 
income (loss) from operations; income (loss) from continuing 
operations; net income (loss); net income (loss) from operations per 
share; income (loss) from continuing operations per share; total 
assets; net assets; capital stock (excluding long term debt and 
redeemable preferred stock); number of shares as adjusted to reflect 
changes in capital; dividends declared per share in both the currency 
of the financial statements and the host

[[Page 6276]]

country currency, including the formula used for any adjustments to 
dividends declared; and diluted net income per share. Per share amounts 
must be determined in accordance with the body of accounting principles 
used in preparing the financial statements.
    3. Where the financial statements provided in response to Item 8 
are prepared in a currency other than the currency of the host country, 
disclosure of the exchange rate between the financial reporting 
currency and the currency of the host country should be provided, using 
the exchange rate designated by the host country for this purpose, if 
any:
    (a) at the latest practicable date;
    (b) the high and low exchange rates for each month during the 
previous six months; and
    (c) for the five most recent financial years and any subsequent 
interim period for which financial statements are presented, the 
average rates for each period, calculated by using the average of the 
exchange rates on the last day of each month during the period.
    B. Capitalization and indebtedness. A statement of capitalization 
and indebtedness (distinguishing between guaranteed and unguaranteed, 
and secured and unsecured, indebtedness) as of a date no earlier than 
60 days prior to the date of the document shall be provided showing the 
company's capitalization on an actual basis and, if applicable, as 
adjusted to reflect the sale of new securities being issued and the 
intended application of the net proceeds therefrom. Indebtedness also 
includes indirect and contingent indebtedness.
    C. Reasons for the offer and use of proceeds.
    1. The document shall disclose the estimated net amount of the 
proceeds broken down into each principal intended use thereof. If the 
anticipated proceeds will not be sufficient to fund all the proposed 
purposes, the order of priority of such purposes should be given, as 
well as the amount and sources of other funds needed. If the company 
has no specific plans for the proceeds, it should discuss the principal 
reasons for the offering.
    2. If the proceeds are being used directly or indirectly to acquire 
assets, other than in the ordinary course of business, briefly describe 
the assets and their cost. If the assets will be acquired from 
affiliates of the company or their associates, disclose the persons 
from whom they will be acquired and how the cost to the company will be 
determined.
    3. If the proceeds may or will be used to finance acquisitions of 
other businesses, give a brief description of such businesses and 
information on the status of the acquisitions.
    4. If any material part of the proceeds is to be used to discharge, 
reduce or retire indebtedness, describe the interest rate and maturity 
of such indebtedness and, for indebtedness incurred within the past 
year, the uses to which the proceeds of such indebtedness were put.
    D. Risk factors. The document shall prominently disclose risk 
factors that are specific to the company or its industry and make an 
offering speculative or one of high risk, in a section headed ``Risk 
Factors.'' Companies are encouraged, but not required, to list the risk 
factors in the order of their priority to the company. Among other 
things, such factors may include, for example: the nature of the 
business in which it is engaged or proposes to engage; factors relating 
to the countries in which it operates; the absence of profitable 
operations in recent periods; the financial position of the company; 
the possible absence of a liquid trading market for the company's 
securities; reliance on the expertise of management; potential 
dilution; unusual competitive conditions; pending expiration of 
material patents, trademarks or contracts; or dependence on a limited 
number of customers or suppliers. The Risk Factors section is intended 
to be a summary of more detailed discussion contained elsewhere in the 
document.
    Instructions to Item 3: If you are filing Form 20-F as a 
registration statement or annual report under the Exchange Act, you do 
not have to provide the information called for by Item 3.B or 3.C. You 
must provide this information if you are filing a registration 
statement under the Securities Act.
    Throughout Form 20-F, the terms ``financial year'' and ``fiscal 
year'' have the same meaning. The term ``fiscal year'' is defined in 
Rule 405 under the Securities Act and Rule 12b-2 under the Exchange 
Act.
    Instructions to Item 3.A: You may present the selected financial 
data on the basis of the accounting principles used in your primary 
financial statements. If you do this, however, you also must include in 
this summary any reconciliations of the data to U.S. generally accepted 
accounting principles and Regulation S-X, pursuant to Item 17 or 18 of 
this Form. In that case, you only have to provide selected financial 
data on a basis reconciled to U.S. generally accepted accounting 
principles for (i) those periods for which you were required to 
reconcile the primary annual financial statements in a filing under the 
Securities Act or the Exchange Act, and (ii) any interim periods.
    If you are unable to provide selected financial data for the 
earliest two years of the five-year period, submit the required 
representation to us before or at the time you file the document. 
Disclose in the document that data for the earliest two years have been 
omitted and explain the reasons for the omission.
    Instructions to Item 3.B: If you are not selling the new securities 
being issued in a firm commitment underwritten offering or an ``all or 
none'' best efforts offering, reflect the capitalization ``as 
adjusted'' for the net proceeds of the offering only in the following 
ways:
    1. In a best efforts ``minimum/maximum'' offering, reflect both the 
minimum and maximum proceeds; and
    2. In a rights offering or an offering of securities upon the 
exercise of outstanding warrants, reflect the proceeds only to the 
extent exercise is likely in view of the current market price.
    Instructions to Item 3.D: If you are providing this information in 
an annual report, the information may be limited to the most 
significant risk factors regarding your business, operations, industry 
or financial position that may have a negative effect on your future 
financial performance.
Item 4.  Information on the Company
    The purpose of this standard is to provide information about the 
company's business operations, the products it makes or the services it 
provides, and the factors that affect the business. The standard also 
is intended to provide information regarding the adequacy and 
suitability of the company's properties, plants and equipment, as well 
as its plans for future increases or decreases in such capacity.
    A. History and development of the company. The following 
information shall be provided:
    1. The legal and commercial name of the company.
    2. The date of incorporation and the length of life of the company, 
except where indefinite.
    3. The domicile and legal form of the company, the legislation 
under which the company operates, its country of incorporation and the 
address and telephone number of its registered office (or principal 
place of business if different from its registered office). Provide the 
name and address of the company's agent in the host country, if any.
    4. The important events in the development of the company's 
business,

[[Page 6277]]

e.g. information concerning the nature and results of any material 
reclassification, merger or consolidation of the company or any of its 
significant subsidiaries; acquisitions or dispositions of material 
assets other than in the ordinary course of business; any material 
changes in the mode of conducting the business; material changes in the 
types of products produced or services rendered; name changes; or the 
nature and results of any bankruptcy, receivership or similar 
proceedings with respect to the company or significant subsidiaries.
    5. A description, including the amount invested, of the company's 
principal capital expenditures and divestitures (including interests in 
other companies), since the beginning of the company's last three 
financial years to the date of the offering or listing document.
    6. Information concerning the principal capital expenditures and 
divestitures currently in progress, including the distribution of these 
investments geographically (home and abroad) and the method of 
financing (internal or external).
    7. An indication of any public takeover offers by third parties in 
respect of the company's shares or by the company in respect of other 
companies' shares which have occurred during the last and current 
financial year. The price or exchange terms attaching to such offers 
and the outcome thereof are to be stated.
    B. Business overview. The information required by this item may be 
presented on the same basis as that used to determine the company's 
business segments under the body of accounting principles used in 
preparing the financial statements. The following information shall be 
provided:
    1. A description of the nature of the company's operations and its 
principal activities, stating the main categories of products sold and/
or services performed for each of the last three financial years. 
Indicate any significant new products and/or services that have been 
introduced and, to the extent the development of new products or 
services has been publicly disclosed, give the status of development.
    2. A description of the principal markets in which the company 
competes, including a breakdown of total revenues by category of 
activity and geographic market for each of the last three financial 
years.
    3. A description of the seasonality of the company's main business.
    4. A description of the sources and availability of raw materials, 
including a description of whether prices of principal raw materials 
are volatile.
    5. A description of the marketing channels used by the company, 
including an explanation of any special sales methods, such as 
installment sales.
    6. Summary information regarding the extent to which the company is 
dependent, if at all, on patents or licenses, industrial, commercial or 
financial contracts (including contracts with customers or suppliers) 
or new manufacturing processes, where such factors are material to the 
company's business or profitability.
    7. The basis for any statements made by the company regarding its 
competitive position shall be disclosed.
    8. A description of the material effects of government regulations 
on the company's business, identifying the regulatory body.
    C. Organizational structure. If the company is part of a group, 
include a brief description of the group and the company's position 
within the group. Provide a listing of the company's significant 
subsidiaries, including name, country of incorporation or residence, 
proportion of ownership interest and, if different, proportion of 
voting power held.
    D. Property, plants and equipment. The company shall provide 
information regarding any material tangible fixed assets, including 
leased properties, and any major encumbrances thereon, including a 
description of the size and uses of the property; productive capacity 
and extent of utilization of the company's facilities; how the assets 
are held; the products produced; and the location. Also describe any 
environmental issues that may affect the company's utilization of the 
assets. With regard to any material plans to construct, expand or 
improve facilities, describe the nature of and reason for the plan, an 
estimate of the amount of expenditures including the amount of 
expenditures already paid, a description of the method of financing the 
activity, the estimated dates of start and completion of the activity, 
and the increase of production capacity anticipated after completion.
    Instructions to Item 4.A.5: If you are providing the information 
called for by Item 4.A.5 in an annual report, you only have to provide 
the required information for the period from the beginning of your last 
full financial year up to the latest practicable date.
    Instructions to Item 4.B: If you:
    (a) are filing a registration statement on Form F-1 under the 
Securities Act or on Form 20-F under the Exchange Act,
    (b) were not required to file reports under Section 13(a) or 15(d) 
of the Exchange Act immediately prior to filing that registration 
statement, and
    (c) have not received (or your predecessor has not received) 
revenue from operations during each of the three fiscal years 
immediately prior to filing the registration statement, you must 
provide information about your plan of operations. Provide information 
comparable to the information required by Item 101(a)(2) of Regulation 
S-K.
    Instructions to Item 4.D:
    1. In the case of an extractive enterprise:
    (a) Provide material information about production, reserves, 
locations, developments and the nature of your interest. If individual 
properties are of major significance to you, provide more detailed 
information about those properties and use maps to disclose information 
about their location.
    (b) If you are giving reserve estimates in the registration 
statement or report,
    (i) consult the staff of the Office of International Corporate 
Finance of the Division of Corporation Finance. That office may request 
that you provide supplementally a copy of the full report of the 
engineer or other expert who estimated the reserves. See Rule 418 of 
Regulation C (Sec. 230.418 of this chapter) and Rule 12b-4 of 
Regulation 12B (Sec. 240.12b-4 of this chapter) for information about 
submitting supplemental information to the Commission and requesting 
its return.
    (ii) in documents you file publicly with the Commission, do not 
disclose estimates of oil or gas reserves unless the reserves are 
proved (or in the case of other extractive industries, proved or 
probable) and do not give estimated values of those reserves, unless 
foreign law requires you to disclose the information. If these types of 
estimates have already been provided to any person that is offering to 
acquire you, however, you may include the estimates in documents 
relating to the acquisition.
    (c) If oil and gas operations are material to your or your 
subsidiaries' business operations or financial position, provide the 
information specified in Appendix A to Item 4.D, located at the end of 
this Form.
Item 5.  Operating and Financial Review and Prospects
    The purpose of this standard is to provide management's explanation 
of factors that have affected the company's financial condition and 
results of operations for the historical periods covered by the 
financial statements, and management's assessment of factors and trends 
which are anticipated to have a material effect on the company's

[[Page 6278]]

financial condition and results of operations in future periods.
    Discuss the company's financial condition, changes in financial 
condition and results of operations for each year and interim period 
for which financial statements are required, including the causes of 
material changes from year to year in financial statement line items, 
to the extent necessary for an understanding of the company's business 
as a whole. Information provided also shall relate to all separate 
segments of the company. Provide the information specified below as 
well as such other information that is necessary for an investor's 
understanding of the company's financial condition, changes in 
financial condition and results of operations.
    A. Operating results. Provide information regarding significant 
factors, including unusual or infrequent events or new developments, 
materially affecting the company's income from operations, indicating 
the extent to which income was so affected. Describe any other 
significant component of revenue or expenses necessary to understand 
the company's results of operations.
    1. To the extent that the financial statements disclose material 
changes in net sales or revenues, provide a narrative discussion of the 
extent to which such changes are attributable to changes in prices or 
to changes in the volume or amount of products or services being sold 
or to the introduction of new products or services.
    2. Describe the impact of inflation, if material. If the currency 
in which financial statements are presented is of a country that has 
experienced hyperinflation, the existence of such inflation, a five 
year history of the annual rate of inflation and a discussion of the 
impact of hyperinflation on the company's business shall be disclosed.
    3. Provide information regarding the impact of foreign currency 
fluctuations on the company, if material, and the extent to which 
foreign currency net investments are hedged by currency borrowings and 
other hedging instruments.
    4. Provide information regarding any governmental economic, fiscal, 
monetary or political policies or factors that have materially 
affected, or could materially affect, directly or indirectly, the 
company's operations or investments by host country shareholders.
    B. Liquidity and capital resources. The following information shall 
be provided:
    1. Information regarding the company's liquidity (both short and 
long term), including:
    (a) A description of the internal and external sources of liquidity 
and a brief discussion of any material unused sources of liquidity. 
Include a statement by the company that, in its opinion, the working 
capital is sufficient for the company's present requirements, or, if 
not, how it proposes to provide the additional working capital needed.
    (b) An evaluation of the sources and amounts of the company's cash 
flows, including the nature and extent of any legal or economic 
restrictions on the ability of subsidiaries to transfer funds to the 
company in the form of cash dividends, loans or advances and the impact 
such restrictions have had or are expected to have on the ability of 
the company to meet its cash obligations.
    (c) Information on the level of borrowings at the end of the period 
under review, the seasonality of borrowing requirements and the 
maturity profile of borrowings and committed borrowing facilities, with 
a description of any restrictions on their use.
    2. Information regarding the type of financial instruments used, 
the maturity profile of debt, currency and interest rate structure. The 
discussion also should include funding and treasury policies and 
objectives in terms of the manner in which treasury activities are 
controlled, the currencies in which cash and cash equivalents are held, 
the extent to which borrowings are at fixed rates, and the use of 
financial instruments for hedging purposes.
    3. Information regarding the company's material commitments for 
capital expenditures as of the end of the latest financial year and any 
subsequent interim period and an indication of the general purpose of 
such commitments and the anticipated sources of funds needed to fulfill 
such commitments.
    C. Research and development, patents and licenses, etc. Provide a 
description of the company's research and development policies for the 
last three years, where it is significant, including the amount spent 
during each of the last three financial years on company-sponsored 
research and development activities.
    D. Trend information. The company should identify the most 
significant recent trends in production, sales and inventory, the state 
of the order book and costs and selling prices since the latest 
financial year. The company also should discuss, for at least the 
current financial year, any known trends, uncertainties, demands, 
commitments or events that are reasonably likely to have a material 
effect on the company's net sales or revenues, income from continuing 
operations, profitability, liquidity or capital resources, or that 
would cause reported financial information not necessarily to be 
indicative of future operating results or financial condition.
    Instructions to Item 5:
    1. Refer to the Commission's interpretive release (No. 33-6835) 
dated May 18, 1989 for guidance in preparing this discussion and 
analysis by management of the company's financial condition and results 
of operations.
    2. We encourage you to supply forward-looking information, but that 
type of information is not required. Forward-looking information is 
covered expressly by the safe harbor provisions of Section 27A of the 
Securities Act and Section 27A of the Exchange Act. Forward-looking 
information is different than presently known data which will have an 
impact on future operating results, such as known future increases in 
costs of labor or materials. You are required to disclose this latter 
type of data if it is material.
Item 6.  Directors, Senior Management and Employees
    The purpose of this standard is to provide information concerning 
the company's directors and managers that will allow investors to 
assess such individuals' experience, qualifications and levels of 
compensation, as well as their relationship with the company. 
Information concerning the company's employees is also required.
    A. Directors and senior management. The following information shall 
be disclosed with respect to the company's directors and senior 
management, and any employees such as scientists or designers upon 
whose work the company is dependent:
    1. Name, business experience, functions and areas of experience in 
the company.
    2. Principal business activities performed outside the issuing 
company (including, in the case of directors, other principal 
directorships).
    3. Date of birth or age (if required to be reported in the home 
country or otherwise publicly disclosed by the company).
    4. The nature of any family relationship between any of the persons 
named above.
    5. Any arrangement or understanding with major shareholders, 
customers, suppliers or others, pursuant to which any person referred 
to above was selected as a director or member of senior management.

[[Page 6279]]

    B. Compensation. Provide the following information for the last 
full financial year for the company's directors and members of its 
administrative, supervisory or management bodies:
    1. The amount of compensation paid, and benefits in kind granted, 
to such persons by the company and its subsidiaries for services in all 
capacities to the company and its subsidiaries by any person. 
Disclosure of compensation is required on an individual basis unless 
individual disclosure is not required in the company's home country and 
is not otherwise publicly disclosed by the company. The standard also 
covers contingent or deferred compensation accrued for the year, even 
if the compensation is payable at a later date. If any portion of the 
compensation was paid (a) pursuant to a bonus or profit-sharing plan, 
provide a brief description of the plan and the basis upon which such 
persons participate in the plan; or (b) in the form of stock options, 
provide the title and amount of securities covered by the options, the 
exercise price, the purchase price (if any), and the expiration date of 
the options.
    2. The total amounts set aside or accrued by the company or its 
subsidiaries to provide pension, retirement or similar benefits.
    C. Board practices. The following information for the company's 
last completed financial year shall be given with respect to, unless 
otherwise specified, the company's directors, and members of its 
administrative, supervisory or management bodies.
    1. Date of expiration of the current term of office, if applicable, 
and the period during which the person has served in that office.
    2. Details of directors' service contracts with the company or any 
of its subsidiaries providing for benefits upon termination of 
employment, or an appropriate negative statement.
    3. Details relating to the company's audit committee and 
remuneration committee, including the names of committee members and a 
summary of the terms of reference under which the committee operates.
    D. Employees. Provide either the number of employees at the end of 
the period or the average for the period for each of the past three 
financial years (and changes in such numbers, if material) and, if 
possible, a breakdown of persons employed by main category of activity 
and geographic location. Also disclose any significant change in the 
number of employees, and information regarding the relationship between 
management and labor unions. If the company employs a significant 
number of temporary employees, include disclosure of the number of 
temporary employees on an average during the most recent financial 
year.
    E. Share ownership.
    1. With respect to the persons listed in subsection 6.B, above, 
provide information as to their share ownership in the company as of 
the most recent practicable date (including disclosure on an individual 
basis of the number of shares and percent of shares outstanding of that 
class, and whether they have different voting rights) held by the 
persons listed and options granted to them on the company's shares. 
Information regarding options shall include: the title and amount of 
securities called for by the options; the exercise price; the purchase 
price, if any; and the expiration date of the options.
    2. Describe any arrangements for involving the employees in the 
capital of the company, including any arrangement that involves the 
issue or grant of options or shares or securities of the company.
    Instructions to Item 6.C: The term ``plan'' is used very broadly 
and includes any type of arrangement for compensation, even if the 
terms of the plan are not contained in a formal document.
Item 7.  Major Shareholders and Related Party Transactions
    The purpose of this standard is to provide information regarding 
the major shareholders and others that control or may control the 
company. The standard also provides information regarding transactions 
the company has entered into with persons affiliated with the company 
and whether the terms of such transactions are fair to the company. 
These standards may require disclosure of related party transactions 
not required to be disclosed under the body of accounting principles 
used in preparing the financial statements. This standard is not 
intended to address the thresholds at which shareholders are required, 
on a continuing basis, to disclose their beneficial ownership of 
securities.
    A. Major shareholders. To the extent that the following information 
is known to the company or can be ascertained from public filings, it 
should be provided as of the most recent practicable date, with 
references to the number of shares held in the company including shares 
beneficially owned.
    1. The following information shall be provided regarding the 
company's major shareholders, which means shareholders that are the 
beneficial owners of 5% or more of each class of the company's voting 
securities (unless the company is required to disclose a lesser 
percentage in its home country, in which case that lesser percentage 
applies):
    (a) Provide the names of the major shareholders, and the number of 
shares and the percentage of outstanding shares of each class owned by 
each of them as of the most recent practicable date, or an appropriate 
negative statement if there are no major shareholders.
    (b) Disclose any significant change in the percentage ownership 
held by any major shareholders during the past three years.
    (c) Indicate whether the company's major shareholders have 
different voting rights, or an appropriate negative statement.
    2. Information shall be provided as to the portion of each class of 
securities held in the host country and the number of record holders in 
the host country.
    3. To the extent known to the company, state whether the company is 
directly or indirectly owned or controlled by another corporation(s), 
by any foreign government or by any other natural or legal person(s) 
severally or jointly, and, if so, give the name(s) of such controlling 
corporation(s), government or other person(s), and briefly describe the 
nature of such control, including the amount and proportion of capital 
held giving a right to vote.
    4. Describe any arrangements, known to the company, the operation 
of which may at a subsequent date result in a change in control of the 
company.
    B. Related party transactions. Provide the information required 
below for the period since the beginning of the company's preceding 
three financial years up to the date of the document, with respect to 
transactions or loans between the company and (a) enterprises that 
directly or indirectly through one or more intermediaries, control or 
are controlled by, or are under common control with, the company; (b) 
associates; (c) individuals owning, directly or indirectly, an interest 
in the voting power of the company that gives them significant 
influence over the company, and close members of any such individual's 
family; (d) key management personnel, that is, those persons having 
authority and responsibility for planning, directing and controlling 
the activities of the company, including directors and senior 
management of companies and close members of such individuals' 
families; and (e) enterprises in which a substantial interest in the 
voting power is owned, directly or indirectly, by any

[[Page 6280]]

person described in (c) or (d) or over which such a person is able to 
exercise significant influence. This includes enterprises owned by 
directors or major shareholders of the company and enterprises that 
have a member of key management in common with the company. Close 
members of an individual's family are those that may be expected to 
influence, or be influenced by, that person in their dealings with the 
company. An associate is an unconsolidated enterprise in which the 
company has a significant influence or which has significant influence 
over the company. Significant influence over an enterprise is the power 
to participate in the financial and operating policy decisions of the 
enterprise but is less than control over those policies. Shareholders 
beneficially owning a 10% interest in the voting power of the company 
are presumed to have a significant influence on the company.
    1. The nature and extent of any transactions or presently proposed 
transactions which are material to the company or the related party, or 
any transactions that are unusual in their nature or conditions, 
involving goods, services, or tangible or intangible assets, to which 
the company or any of its parent or subsidiaries was a party.
    2. The amount of outstanding loans (including guarantees of any 
kind) made by the company or any of its parent or subsidiaries to or 
for the benefit of any of the persons listed above. The information 
given should include the largest amount outstanding during the period 
covered, the amount outstanding as of the latest practicable date, the 
nature of the loan and the transaction in which it was incurred, and 
the interest rate on the loan.
    C. Interests of experts and counsel. If any of the named experts or 
counselors was employed on a contingent basis, owns an amount of shares 
in the company or its subsidiaries which is material to that person, or 
has a material, direct or indirect economic interest in the company or 
that depends on the success of the offering, provide a brief 
description of the nature and terms of such contingency or interest.
    Instructions to Item 7.B: If you are providing the information 
called for by Item 7.B in an annual report, you only have to provide 
the required information for the period from the beginning of your last 
full fiscal year up to the latest practicable date.
    Instructions to Item 7.C: If you are filing Form 20-F as a 
registration statement or annual report under the Exchange Act, you do 
not have to provide the information called for by Item 7.C. You must 
provide this information if you are filing a registration statement 
under the Securities Act. Accountants who provide a report on financial 
statements that are presented or incorporated by reference in a 
registration statement should note Article 2 of Regulation S-X. That 
Article contains the Commission's requirements for qualifications and 
reports of accountants.
Item 8.  Financial Information
    The purpose of this standard is to specify which financial 
statements must be included in the document, as well as the periods to 
be covered, the age of the financial statements and other information 
of a financial nature.
    A. Consolidated Statements and Other Financial Information.
    1. The document must contain consolidated financial statements, 
audited by an independent auditor and accompanied by an audit report, 
comprised of:
    (a) balance sheet;
    (b) income statement;
    (c) statement showing either (i) changes in equity other than those 
arising from capital transactions with owners and distributions to 
owners; or (ii) all changes in equity (including a subtotal of all non-
owner items recognized directly in equity);
    (d) cash flow statement;
    (e) related notes and schedules required by the comprehensive body 
of accounting standards pursuant to which the financial statements are 
prepared; and
    (f) if not included in the primary financial statements, a note 
analyzing the changes in each caption of shareholders' equity presented 
in the balance sheet.
    2. The document should include comparative financial statements 
that cover the latest three financial years, audited in accordance with 
a comprehensive body of auditing standards.
    3. The audit report(s) must cover each of the periods for which 
these international disclosure standards require audited financial 
statements. If the auditors have refused to provide a report on the 
annual accounts or if the report(s) contain qualifications or 
disclaimers, such refusal or such qualifications or disclaimers shall 
be reproduced in full and the reasons given, so the host country 
securities regulator can determine whether or not to accept the 
financial statements. Include an indication of any other information in 
the document which has been audited by the auditors.
    4. The last year of audited financial statements may not be older 
than 15 months at the time of the offering or listing; provided, 
however, that in the case of the company's initial public offering, 
unless the host country regulator permits otherwise, the audited 
financial statements also shall be as of a date not older than 12 
months at the time the document is filed. In such cases, the audited 
financial statements may cover a period of less than a full year.
    5. If the document is dated more than nine months after the end of 
the last audited financial year, it should contain consolidated interim 
financial statements, which may be unaudited (in which case that fact 
should be stated), covering at least the first six months of the 
financial year. The interim financial statements should include a 
balance sheet, income statement, cash flow statement, and a statement 
showing either (i) changes in equity other than those arising from 
capital transactions with owners and distributions to owners, or (ii) 
all changes in equity (including a subtotal of all non-owner items 
recognized directly in equity). Each of these statements may be in 
condensed form as long as it contains the major line items from the 
latest audited financial statements and includes the major components 
of assets, liabilities and equity (in the case of the balance sheet); 
income and expenses (in the case of the income statement) and the major 
subtotals of cash flows (in the case of the cash flow statement). The 
interim financial statements should include comparative statements for 
the same period in the prior financial year, except that the 
requirement for comparative balance sheet information may be satisfied 
by presenting the year end balance sheet. If not included in the 
primary financial statements, a note should be provided analyzing the 
changes in each caption of shareholders' equity presented in the 
balance sheet. The interim financial statements should include selected 
note disclosures that will provide an explanation of events and changes 
that are significant to an understanding of the changes in financial 
position and performance of the enterprise since the last annual 
reporting date. If, at the date of the document, the company has 
published interim financial statements that cover a more current period 
than those otherwise required by this standard, the more current 
interim financial statements must be included in the document. 
Companies are encouraged, but not required, to have any interim 
financial statements in the

[[Page 6281]]

document reviewed by an independent auditor. If such a review has been 
performed and is referred to in the document, a copy of the auditor's 
interim review report must be provided in the document.
    6. If the amount of export sales constitutes a significant portion 
of the company's total sales volume, provide the total amount of export 
sales and the percent and amount of export sales in the total amount of 
sales volume.
    7. Provide information on any legal or arbitration proceedings, 
including those relating to bankruptcy, receivership or similar 
proceedings and those involving any third party, which may have, or 
have had in the recent past, significant effects on the company's 
financial position or profitability. This includes governmental 
proceedings pending or known to be contemplated.
    8. Describe the company's policy on dividend distributions.
    B. Significant Changes. Disclose whether or not any significant 
change has occurred since the date of the annual financial statements, 
and/or since the date of the most recent interim financial statements, 
if any, included in the document.
    Instructions to Item 8.A.2: The financial statements must be 
audited in accordance with U.S. generally accepted auditing standards, 
and the auditor must comply with the U.S. and Commission standards for 
auditor independence. Note Article 2 of Regulation S-X, which contains 
requirements for qualifications and reports of accountants.
    Instructions to Item 8.A.3: The circumstances in which we would 
accept an audit report containing a disclaimer or qualification are 
extremely limited. If you plan to submit this type of report, we 
recommend that you contact the staff of the Office of Chief Accountant 
in the Division of Corporation Finance well in advance of filing the 
document, to discuss the report.
    Instructions to Item 8.A.4:
    1. In calculating the 15-month requirement for the age of financial 
statements, determine the age based on the period of time that has 
elapsed between the date of the balance sheet and ``the time of the 
offering or listing,'' which means the time the registration statement 
is declared effective. You may satisfy this requirement by providing 
audited financial statements covering a period of less than a full 
year.
    2. The additional requirement that financial statements be no older 
than 12 months at the date of filing applies only in those limited 
cases where a nonpublic company is registering its initial public 
offering of securities. We will waive this additional requirement in 
those cases if you are able to represent adequately to us that you are 
not required to comply with this requirement in any other jurisdiction 
outside the United States and that complying with the requirement is 
impracticable or involves undue hardship. File this statement as an 
exhibit to the registration statement.
    Instructions to Item 8.A.5: Item 8.A.5 does not apply to annual 
reports on Form 20-F. This item requires you to include in the document 
interim financial statements that have been published by the company if 
those statements cover a more current period than the statements 
otherwise required by Item 8. This requirement covers any publication 
of financial information that includes, at a minimum, revenue and 
income information, even if that information is not published as part 
of a complete set of financial statements. Whenever you provide more 
current interim financial information in response to this requirement:
    1. Describe any ways in which the accounting principles, practices 
and methods used in preparing that interim financial information vary 
materially from the principles, practices and methods accepted in the 
United States, and
    2. Quantify any material variations, unless they already are 
quantified because they occur in other financial statements included in 
the document.
    Instructions to Item 8.A.7:
    1. This Item requires disclosure of any material proceeding in 
which any director, any member of senior management, or any of your 
affiliates is either a party adverse to you or your subsidiaries or has 
a material interest adverse to you or your subsidiaries.
    2. If you are providing the information called for by Item 8.A.7 in 
an annual report, describe the disposition of any previously reported 
litigation that occurred during the last fiscal year.
Item 9.  The Offer and Listing
    The purpose of this standard is to provide information regarding 
the offer or listing of securities, the plan for distribution of the 
securities and related matters.
    A. Offer and listing details.
    1. Indicate the expected price at which the securities will be 
offered or the method of determining the price, and the amount of any 
expenses specifically charged to the subscriber or purchaser.
    2. If there is not an established market for the securities, the 
document shall contain information regarding the manner of 
determination of the offering price as well as of the exercise price of 
warrants and the conversion price of convertible securities, including 
who established the price or who is formally responsible for the 
determination of the price, the various factors considered in such 
determination and the parameters or elements used as a basis for 
establishing the price.
    3. If the company's shareholders have pre-emptive purchase rights 
and where the exercise of the right of pre-emption of shareholders is 
restricted or withdrawn, the company shall indicate the basis for the 
issue price if the issue is for cash, together with the reasons for 
such restriction or withdrawal and the beneficiaries of such 
restriction or withdrawal if intended to benefit specific persons.
    4. Information regarding the price history of the stock to be 
offered or listed shall be disclosed as follows:
    (a) For the five most recent full financial years: the annual high 
and low market prices;
    (b) For the two most recent full financial years and any subsequent 
period: the high and low market prices for each full financial quarter;
    (c) For the most recent six months: the high and low market prices 
for each month;
    (d) For pre-emptive issues, the market prices for the first trading 
day in the most recent six months, for the last trading day before the 
announcement of the offering and (if different) for the latest 
practicable date prior to publication of the document.
    Information shall be given with respect to the market price in the 
host market and the principal trading market outside the host market. 
If significant trading suspensions occurred in the prior three years, 
they shall be disclosed. If the securities are not regularly traded in 
an organized market, information shall be given about any lack of 
liquidity.
    5. State the type and class of the securities being offered or 
listed and furnish the following information:
    (a) Indicate whether the shares are registered shares or bearer 
shares and provide the number of shares to be issued and to be made 
available to the market for each kind of share. The nominal par or 
equivalent value should be given on a per share basis and, where 
applicable, a statement of the minimum offer price. Describe the 
coupons attached, if applicable.
    (b) Describe arrangements for transfer and any restrictions on the 
free transferability of the shares.
    6. If the rights evidenced by the securities being offered or 
listed are or

[[Page 6282]]

may be materially limited or qualified by the rights evidenced by any 
other class of securities or by the provisions of any contract or other 
documents, include information regarding such limitation or 
qualification and its effect on the rights evidenced by the securities 
to be listed or offered.
    7. With respect to securities other than common or ordinary shares 
to be listed or offered, outline briefly the rights evidenced thereby.
    (a) If subscription warrants or rights are to be listed or offered, 
state: the title and amount of securities called for; the amount of 
warrants or rights outstanding; provisions for changes to or 
adjustments in the exercise price; the period during which and the 
price at which the warrants or rights are exercisable; and any other 
material terms of such warrants or rights.
    (b) Where convertible securities or stock purchase warrants to be 
listed or offered are subject to redemption or call, the description of 
the conversion terms of the securities or material terms of the 
warrants shall include whether the right to convert or purchase the 
securities will be forfeited unless it is exercised before the date 
specified in the notice of redemption or call; the expiration or 
termination date of the warrants; the kind, frequency and timing of 
notice of the redemption or call, including where the notice will be 
published; and, in the case of bearer securities, that investors are 
responsible for making arrangements to prevent loss of the right to 
convert or purchase in the event of redemption or call.
    B. Plan of distribution.
    1. The names and addresses of the entities underwriting or 
guaranteeing the offering shall be listed.
    2. To the extent known to the company, indicate whether major 
shareholders, directors or members of the company's management, 
supervisory or administrative bodies intend to subscribe in the 
offering, or whether any person intends to subscribe for more than 5% 
of the offering.
    3. Identify any group of targeted potential investors to whom the 
securities are offered. If the offering is being made simultaneously in 
the markets of two or more countries and if a tranche has been or is 
being reserved for certain of these, indicate any such tranche.
    4. If securities are reserved for allocation to any group of 
targeted investors, including, for example, offerings to existing 
shareholders, directors, or employees and past employees of the company 
or its subsidiaries, provide details of these and any other 
preferential allocation arrangements.
    5. Indicate whether the amount of the offering could be increased, 
such as by the exercise of an underwriter's over-allotment option or 
``greenshoe,'' and by how much.
    6. Indicate the amount, and outline briefly the plan of 
distribution, of any securities that are to be offered otherwise than 
through underwriters. If the securities are to be offered through the 
selling efforts of brokers or dealers, describe the plan of 
distribution and the terms of any agreement or understanding with such 
entities. If known, identify the broker(s) or dealer(s) that will 
participate in the offering and state the amount to be offered through 
each.
    7. If the securities are to be offered in connection with the 
writing of exchange-traded call options, describe briefly such 
transactions.
    8. If simultaneously or almost simultaneously with the creation of 
shares for which admission to official listing is being sought, shares 
of the same class are subscribed for or placed privately or if shares 
of other classes are created for public or private placing, details are 
to be given of the nature of such operations and of the number and 
characteristics of the shares to which they relate.
    9. Unless otherwise described under the response to Item 10.C 
(Material Contracts), describe the features of the underwriting 
relationship together with the amount of securities being underwritten 
by each underwriter in privity of contract with the company or selling 
shareholders. The foregoing information should include a statement as 
to whether the underwriters are or will be committed to take and to pay 
for all of the securities if any are taken, or whether it is an agency 
or the type of ``best efforts'' arrangement under which the 
underwriters are required to take and to pay for only such securities 
as they may sell to the public.
    10. If any underwriter or other financial adviser has a material 
relationship with the company, describe the nature and terms of such 
relationship.
    C. Markets. The company shall disclose all stock exchanges and 
other regulated markets on which the securities to be offered or listed 
are traded. When an application for admission to any exchange and/or 
regulated market is being or will be sought, this must be mentioned, 
without creating the impression that the listing necessarily will be 
approved. If known, the dates on which the shares will be listed and 
dealt in should be given.
    D. Selling shareholders. The following information shall be 
provided:
    1. The name and address of the person or entity offering to sell 
the shares, the nature of any position, office or other material 
relationship that the selling shareholder has had within the past three 
years with the company or any of its predecessors or affiliates.
    2. The number and class of securities being offered by each of the 
selling shareholders, and the percentage of the existing equity 
capital. The amount and percentage of the securities for each 
particular type of securities beneficially held by the selling 
shareholder before and immediately after the offering shall be 
specified.
    E. Dilution. The following information shall be provided:
    1. Where there is a substantial disparity between the public 
offering price and the effective cash cost to directors or senior 
management, or affiliated persons, of equity securities acquired by 
them in transactions during the past five years, or which they have the 
right to acquire, include a comparison of the public contribution in 
the proposed public offering and the effective cash contributions of 
such persons.
    2. Disclose the amount and percentage of immediate dilution 
resulting from the offering, computed as the difference between the 
offering price per share and the net book value per share for the 
equivalent class of security, as of the latest balance sheet date.
    3. In the case of a subscription offering to existing shareholders, 
disclose the amount and percentage of immediate dilution if they do not 
subscribe to the new offering.
    F. Expenses of the issue. The following information shall be 
provided:
    1. The total amount of the discounts or commissions agreed upon by 
the underwriters or other placement or selling agents and the company 
or offeror shall be disclosed, as well as the percentage such 
commissions represent of the total amount of the offering and the 
amount of discounts or commissions per share.
    2. A reasonably itemized statement of the major categories of 
expenses incurred in connection with the issuance and distribution of 
the securities to be listed or offered and by whom the expenses are 
payable, if other than the company. If any of the securities are to be 
offered for the account of a selling shareholder, indicate the portion 
of such expenses to be borne by such shareholder. The information may 
be given subject to future contingencies. If the amounts of

[[Page 6283]]

any items are not known, estimates (identified as such) shall be given.
    Instructions to Item 9: If you are using this Form as a 
registration statement under the Exchange Act, provide only the 
information called for by Items 9.A.4-7 and 9.C. If you are using this 
Form as an annual report, provide only the information called for by 
Items 9.A.4 and 9.C. If you are providing this information in a 
Securities Act registration statement, provide the information called 
for by the entire Item.
    Instructions to Item 9.A: When you are required to state the title 
of the securities, the title must indicate the type and general 
character of the securities, such as whether they are callable, 
convertible or redeemable and whether there is any preference or fixed 
rate of dividends.
    Instructions to Item 9.B: If previously you have not been required 
to file reports under section 13(a) or 15(d) of the Exchange Act and 
any of the managing underwriters (or a majority of the principal 
underwriters) has been organized, reactivated or first registered as a 
broker-dealer within the past three years, disclose that fact. Also 
disclose, if true, that the principal business function of this 
underwriter will be to sell the securities being registered or that 
your promoters or founders have a material relationship with this 
underwriter. Give enough details to provide a clear picture of the 
underwriter's experience and its relationship with you, your promoters 
or founders, and their controlling persons.
    Instructions to Item 9.F: Major categories of expenses include at 
least the following: registration fees, federal taxes, state taxes and 
fees, trustees' and transfer agents' fees, printing and engraving 
costs, legal fees, accounting fees, engineering fees, and any premiums 
paid to insure directors or officers for liabilities in connection with 
the registration, offer or sale of the securities you are registering.
Item 10.  Additional Information
    The purpose of this standard is to provide information, most of 
which is of a statutory nature, that is not covered elsewhere in the 
document.
    A. Share capital. The following information shall be given as of 
the date of the most recent balance sheet included in the financial 
statements and as of the latest practicable date:
    1. The amount of issued capital and, for each class of share 
capital: (a) the number of shares authorized; (b) the number of shares 
issued and fully paid and issued but not fully paid; (c) the par value 
per share, or that the shares have no par value; and (d) a 
reconciliation of the number of shares outstanding at the beginning and 
end of the year. If more than 10% of capital has been paid for with 
assets other than cash within the past five years, that fact should be 
stated.
    2. If there are shares not representing capital, the number and 
main characteristics of such shares shall be stated.
    3. Indicate the number, book value and face value of shares in the 
company held by or on behalf of the company itself or by subsidiaries 
of the company.
    4. Where there is authorized but unissued capital or an undertaking 
to increase the capital, for example, in connection with warrants, 
convertible obligations or other outstanding equity-linked securities, 
or subscription rights granted, indicate: (i) the amount of outstanding 
equity-linked securities and of such authorized capital or capital 
increase and, where appropriate, the duration of the authorization; 
(ii) the categories of persons having preferential subscription rights 
for such additional portions of capital; and (iii) the terms, 
arrangements and procedures for the share issue corresponding to such 
portions.
    5. The persons to whom any capital of any member of the group is 
under option or agreed conditionally or unconditionally to be put under 
option, including the title and amount of securities covered by the 
options; the exercise price; the purchase price, if any; and the 
expiration date of the options, or an appropriate negative statement. 
Where options have been granted or agreed to be granted to all the 
holders of shares or debt securities, or of any class thereof, or to 
employees under an employees' share scheme, it will be sufficient so 
far as the names are concerned, to record that fact without giving 
names.
    6. A history of share capital for the last three years identifying 
the events during such period which have changed the amount of the 
issued capital and/or the number and classes of shares of which it 
composed, together with a description of changes in voting rights 
attached to the various classes of shares during that time. Details 
should be given of the price and terms of any issue including 
particulars of consideration where this was other than cash (including 
information regarding discounts, special terms or installment 
payments). If there are no such issues, an appropriate negative 
statement must be made. The reason for any reduction of the amount of 
capital and the ratio of capital reductions also shall be given.
    7. An indication of the resolutions, authorizations and approvals 
by virtue of which the shares have been or will be created and/or 
issued, the nature of the issue and amount thereof and the number of 
shares which have been or will be created and/or issued, if 
predetermined.
    B. Memorandum and articles of association. The following 
information shall be provided:
    1. Indicate the registor and the entry number therein, if 
applicable, and describe the company's objects and purposes and where 
they can be found in the memorandum and articles.
    2. With respect to directors, provide a summary of any provisions 
of the company's articles of association or charter and bylaws with 
respect to: (a) a director's power to vote on a proposal, arrangement 
or contract in which the director is materially interested; (b) the 
directors' power, in the absence of an independent quorum, to vote 
compensation to themselves or any members of their body; (c) borrowing 
powers exercisable by the directors and how such borrowing powers can 
be varied; (d) retirement or non-retirement of directors under an age 
limit requirement; and (e) number of shares, if any, required for 
director's qualification.
    3. Describe the rights, preferences and restrictions attaching to 
each class of the shares, including: (a) dividend rights, including the 
time limit after which dividend entitlement lapses and an indication of 
the party in whose favor this entitlement operates; (b) voting rights, 
including whether directors stand for reelection at staggered intervals 
and the impact of that arrangement where cumulative voting is permitted 
or required; (c) rights to share in the company's profits; (d) rights 
to share in any surplus in the event of liquidation; (e) redemption 
provisions; (f) sinking fund provisions; (g) liability to further 
capital calls by the company; and (h) any provision discriminating 
against any existing or prospective holder of such securities as a 
result of such shareholder owning a substantial number of shares.
    4. Describe what action is necessary to change the rights of 
holders of the stock, indicating where the conditions are more 
significant than is required by law.
    5. Describe the conditions governing the manner in which annual 
general meetings and extraordinary general meetings of shareholders are 
convoked, including the conditions of admission.
    6. Describe any limitations on the rights to own securities, 
including the rights of non-resident or foreign shareholders to hold or 
exercise voting

[[Page 6284]]

rights on the securities imposed by foreign law or by the charter or 
other constituent document of the company or state that there are no 
such limitations if that is the case.
    7. Describe briefly any provision of the company's articles of 
association, charter or bylaws that would have an effect of delaying, 
deferring or preventing a change in control of the company and that 
would operate only with respect to a merger, acquisition or corporate 
restructuring involving the company (or any of its subsidiaries).
    8. Indicate the bylaw provisions, if any, governing the ownership 
threshold above which shareholder ownership must be disclosed.
    9. With respect to items 2 through 8 above, if the law applicable 
to the company in these areas is significantly different from that in 
the host country, the effect of the law in these areas should be 
explained.
    10. Describe the conditions imposed by the memorandum and articles 
of association governing changes in the capital, where such conditions 
are more stringent than is required by law.
    C. Material contracts. Provide a summary of each material contract, 
other than contracts entered into in the ordinary course of business, 
to which the company or any member of the group is a party, for the two 
years immediately preceding publication of the document, including 
dates, parties, general nature of the contracts, terms and conditions, 
and amount of any consideration passing to or from the company or any 
other member of the group.
    D. Exchange controls. Describe any governmental laws, decrees, 
regulations or other legislation of the home country of the company 
which may affect:
    1. the import or export of capital, including the availability of 
cash and cash equivalents for use by the company's group.
    2. the remittance of dividends, interest or other payments to 
nonresident holders of the company's securities.
    E. Taxation. The company shall provide information regarding taxes 
(including withholding provisions) to which shareholders in the host 
country may be subject. Information should be included as to whether 
the company assumes responsibility for the withholding of tax at the 
source and regarding applicable provisions of any reciprocal tax 
treaties between the home and host countries, or a statement, if 
applicable, that there are no such treaties.
    F. Dividends and paying agents. Disclose any dividend restrictions, 
the date on which the entitlement to dividends arises, if known, and 
any procedures for nonresident holders to claim dividends. Identify the 
financial organizations which, at the time of admission of shares to 
official listing, are the paying agents of the company in the countries 
where admission has taken place or is expected to take place.
    G. Statement by experts. Where a statement or report attributed to 
a person as an expert is included in the document, provide such 
person's name, address and qualifications and a statement to the effect 
that such statement or report is included, in the form and context in 
which it is included, with the consent of that person, who has 
authorized the contents of that part of the document.
    H. Documents on display. The company shall provide an indication of 
where the documents concerning the company which are referred to in the 
document may be inspected. Exhibits and documents on display generally 
should be translated into the language of the host country, or a 
summary in the host country language should be provided.
    I. Subsidiary Information. Certain information relating to the 
company's subsidiaries must be provided in some countries, if the 
information is not otherwise called for by the body of generally 
accepted accounting principles used in preparing the financial 
statements.
    Instructions to Item 10: If you are using this Form as an annual 
report and the information called for by Items 10.B and 10.C has been 
reported previously in a registration statement on Form 20-F or a 
registration statement filed under the Securities Act, you may 
incorporate that information by a specific reference in the annual 
report to the previous registration statement. The information referred 
to in Item 10.I is not required for registration statements and reports 
filed in the United States.
* * * * *
Item 12.  Description of Securities Other than Equity Securities.
    A. Debt Securities. If you are registering debt securities, provide 
the following information if it is relevant to the securities you are 
registering.
    1. Information about interest, conversions, maturity, redemption, 
amortization, sinking funds or retirement.
    2. The kind and priority of any lien securing the issue, as well as 
a brief identification of the principal properties subject to each 
lien.
    3. Subordination of the rights of holders of the securities to 
other security holders or creditors. If the securities are designated 
in their title as subordinated, give the aggregate amount of 
outstanding indebtedness as of the most recent practicable date that is 
senior to the subordinated debt and briefly describe any limitations on 
the issuance of additional senior indebtedness, or state that there is 
no limitation.
    4. Information about provisions restricting the declaration of 
dividends or requiring the creation or maintenance of any reserves or 
of any ratio of assets or requiring the maintenance of properties.
    5. Information about provisions permitting or restricting the 
issuance of additional securities, the withdrawal of cash deposited 
against the issuance of additional securities, the incurring of 
additional debt, the release or substitution of assets securing the 
issue, the modification of the terms of the security and similar 
provisions. You do not need to describe provisions permitting the 
release of assets upon the deposit of equivalent funds or the pledge of 
equivalent property, the release of property no longer required in the 
business, obsolete property or property taken by eminent domain, the 
application of insurance monies, and similar provisions.
    6. The general type of event that constitutes a default and whether 
or not you are required to provide periodic evidence of the absence of 
a default or of compliance with the terms of the indenture.
    7. Modification of the terms of the security or the rights of 
security holders.
    8. If the rights evidenced by the securities you are registering 
are or may be materially limited or qualified by the rights of any 
other authorized class of securities, provide enough information about 
the other class of securities so investors will understand the rights 
evidenced by the securities you are registering. You do not need to 
provide information about the other class of securities if all of it 
will be retired, as long as you have taken appropriate steps to ensure 
that retirement will be completed on or before the time you deliver the 
securities you are registering.
    9. The tax effects of any ``original issue discount'' as that term 
is defined in Section 1232 of the Internal Revenue Code (26 U.S.C. 
1232), including cases where the debt security is being sold in a 
package with another security and the allocation of the offering price 
between the two securities may have the effect of offering the debt 
security at an original issue discount.
    10. The name and address of the trustee and the nature of any 
material

[[Page 6285]]

relationship between the trustee and you or any of your affiliates, the 
percentage of the class of securities that is needed to require the 
trustee to take action, and what indemnification the trustee may 
require before proceeding to enforce the lien.
    11. The names and addresses of the paying agents.
    12. The currency or currencies in which the debt is payable. If the 
debt may be paid in two or more currencies, state who has the option to 
determine the currency conversion and what the basis will be for that 
determination.
    13. Any law or decree determining the extent to which the 
securities may be serviced.
    14. The consequences of any failure to pay principal, interest, or 
any sinking or amortization installment.
    15. If the securities are guaranteed, the name of the guarantor and 
a brief outline of the contract of guarantee.
    B. Warrants and Rights. If the securities you are registering are 
being offered pursuant to warrants or rights, provide the following 
information, in addition to the description of the securities the 
warrants or rights represent.
    1. The amount of securities called for by the warrants or rights.
    2. The period during and the price at which the warrants or rights 
are exercisable.
    3. The amount of warrants or rights outstanding.
    4. Provisions for changes or adjustments in the exercise price.
    5. Any other material terms of the warrants or rights.
    C. Other Securities. If you are registering securities other than 
equity, debt, warrants or rights, briefly describe the rights evidenced 
by the securities you are registering. The description should be 
comparable in detail to the description you would be required to 
provide for equity, debt, warrants or rights.
    D. American Depositary Shares. If you are registering American 
depositary shares represented by American depositary receipts, provide 
the following information.
    1. Give the name of the depositary and the address of its principal 
executive office.
    2. Give the title of the American depositary receipts and identify 
the deposited security. Briefly describe the American depositary 
shares, including provisions, if any, regarding:
    (a) the amount of deposited securities represented by one unit of 
American depositary receipts;
    (b) any procedure for voting the deposited securities;
    (c) the procedure for collecting and distributing dividends;
    (d) the procedures for transmitting notices, reports and proxy 
soliciting material;
    (e) the sale or exercise of rights;
    (f) the deposit or sale of securities resulting from dividends, 
splits or plans of reorganization;
    (g) amendment, extension or termination of the deposit 
arrangements;
    (h) the rights that holders of American depositary receipts have to 
inspect the books of the depositary and the list of receipt holders;
    (i) any restrictions on the right to transfer or withdraw the 
underlying securities; and
    (j) any limitation on the depositary's liability.
    3. Describe all fees and charges that a holder of American 
depositary receipts may have to pay, either directly or indirectly. 
Indicate the type of service, the amount of the fees or charges and to 
whom the fees or charges are paid. In particular, provide information 
about any fees or charges in connection with (a) depositing or 
substituting the underlying shares; (b) receiving or distributing 
dividends; (c) selling or exercising rights; (d) withdrawing an 
underlying security; and (e) transferring, splitting or grouping 
receipts. Provide information about the depositary's right, if any, to 
collect fees and charges by offsetting them against dividends received 
and deposited securities.
    Instructions to Item 12: You do not need to provide the information 
called for by this item if you are using this form as an annual report.
    You do not need to include any information in a registration 
statement or prospectus in response to Item 305(a)(2) of the Trust 
Indenture Act of 1939, 15 U.S.C. 77aaa et seq., as amended, if the 
information is not otherwise required by this Item.
    If you are registering convertible securities or stock purchase 
warrants that are subject to redemption or call, include the following 
information in your description of the securities.
    1. Whether holders will forfeit the right to convert or purchase 
the securities unless they exercise that right before the date 
specified in the notice of redemption or call;
    2. The expiration or termination date of the warrants;
    3. The kinds, frequency and timing of the redemption or call 
notice, including the cities or newspapers in which you will publish 
the notice; and
    4. In the case of bearer securities, that investors are responsible 
for making arrangements to avoid losing the right to convert or 
purchase if there is a redemption or call, such as by reading the 
newspapers in which you will publish the redemption or call notice.
    When you are required to state the title of the securities, the 
title must indicate the type and general character of the securities.

PART II

Item 13.  Defaults, Dividend Arrearages and Delinquencies.
    A. If there has been:
    1. a material default in the payment of principal, interest, a 
sinking or purchase fund installment, or
    2. any other material default not cured within 30 days,
relating to indebtedness of you or any of your significant 
subsidiaries, and if the amount of the indebtedness exceeds 5% of your 
total assets on a consolidated basis, identify the indebtedness and 
state the nature of the default. If the default falls under paragraph 
A.1 above, state the amount of the default and the total arrearage on 
the date you file this report.
    B. If the payment of dividends is in arrears or there has been any 
other material delinquency not cured within 30 days, relating to:
    1. any class of your preferred stock which is registered or ranks 
prior to any class of registered securities, or
    2. any class of preferred stock of your significant subsidiaries,
state the title of the class and the nature of the arrearage or 
delinquency. If the payment of dividends is in arrears, state the 
amount of this arrearage and the total arrearage on the date you file 
this report.
    Instructions to Item 13: If you previously have reported 
information called for by this item in a report on Form 6-K, you may 
incorporate the information by specifically referring in this report to 
the previous report.
    You do not have to provide the information called for by this Item 
if the default or arrearage relates to a class of securities held 
entirely by or for the account of you or any of your wholly owned 
subsidiaries.
    Instructions to Item 13.A: This requirement only applies to events 
that have become defaults under the governing instruments, i.e., after 
any grace period has expired and any notice requirements have been 
satisfied.
Item 14. Material Modifications to the Rights of Security Holders and 
Use of Proceeds.
    A. If you or anyone else has modified materially the instruments 
defining the rights of holders of any class of registered securities, 
identify that class

[[Page 6286]]

of securities and briefly describe the general effect of the 
modification on the rights of those security holders.
    B. If you or anyone else has modified materially or qualified the 
rights evidenced by any class of registered securities by issuing or 
modifying any other class of securities, briefly describe the general 
effect of the issuance or modification on the rights of holders of the 
registered securities.
    C. If you or anyone else has materially withdrawn or substituted 
the assets securing any class of your registered securities, provide 
the following information.
    1. Give the title of the securities.
    2. Identify and describe briefly the assets withdrawn or 
substituted.
    3. Indicate the provisions in the underlying indenture, if any, 
that authorize the withdrawal or substitution.
    D. If the trustees or paying agents for any registered securities 
have changed during the last financial year, give the names and 
addresses of the new trustees or paying agents.
    E. Use of proceeds. If required pursuant to Rule 463 under the 
Securities Act, report the use of proceeds after the effective date of 
the first Securities Act registration statement filed by you or your 
predecessor. You must report the use of proceeds:
    (i) on the first Form 20-F annual report you file pursuant to 
sections 13(a) and 15(d) of the Exchange Act after the Securities Act 
registration statement is effective, and
    (ii) on each of your subsequent Form 20-F annual reports filed 
pursuant to sections 13(a) and 15(d) of the Exchange Act.
    You may cease reporting the use of proceeds on the later of the 
date you disclose application of all the offering proceeds, or the date 
you disclose termination of the offering. If a required report on the 
use of proceeds relates to the first effective registration statement 
of your predecessor, you must provide the report.
    Provide the information required by paragraphs E.1 through E.4 
below in the first Form 20-F annual report you file pursuant to 
sections 13(a) and 15(d) of the Exchange Act. In subsequent Form 20-F 
annual reports, you only need to provide the information required by 
paragraphs E.2 through E.4 if that information has changed since the 
last Form 20-F annual report you filed.
    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 that registration statement;
    2. The offering date, if the offering has commenced, or an 
explanation of why it has not commenced;
    3. If the offering terminated before any securities were sold, an 
explanation for the termination; and
    4. If the offering did not terminate before any securities were 
sold, disclose:
    (a) Whether the offering has terminated and, if so, whether it 
terminated before all of the registered securities were sold;
    (b) The name(s) of the managing underwriter(s), if any;
    (c) The title of each class of securities registered and, if a 
class of convertible securities is being registered, the title of any 
class of securities into which the convertible securities may be 
converted;
    (d) For each class of securities (other than a class into which a 
class of registered convertible securities 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 
shareholder(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;
    (e) 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 registered securities 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 is provided instead of 
the actual amount of the expense. Indicate whether the payments were:
    (i) 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 the issuer's equity securities; and to 
affiliates of the issuer; or
    (ii) Direct or indirect payments to others;
    (f) The net offering proceeds to the issuer after deducting the 
total expenses described in paragraph E.4(e) of this Item;
    (g) 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:
    (i) 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 the issuer's equity securities; and to 
affiliates of the issuer; or
    (ii) Direct or indirect payments to others; and
    (h) If the use of proceeds in paragraph E.4(g) of this Item 
represents a material change in the use of proceeds described in the 
prospectus, the issuer should describe briefly the material change.
    Instructions to Item 14: If you previously have reported 
information called for by this item in a report on Form 6-K, you may 
incorporate the information by specifically referring in this report to 
the previous report.
    Instructions to Item 14.B: You should report any working capital 
restrictions or other limitations on the payment of dividends.
    Instructions to Item 14.C: You do not have to provide the 
information called for by Item 14.C. if the withdrawal or substitution 
is made pursuant to the terms of an indenture qualified under the Trust 
Indenture Act of 1939.
Item 15.  [Reserved]
Item 16.  [Reserved]

PART III

[See General Instruction E(c)]

* * * * *
Item 18. Financial Statements.
    Provide the following information:
    (a) All of the information required by Item 17 of this Form, and
    (b) All other information required by U.S. generally accepted 
accounting principles and Regulation S-X unless such requirements 
specifically do not apply to the registrant as a foreign issuer. 
However, information may be omitted (i) for any period in which net 
income has not been presented on a basis reconciled to United States 
generally accepted accounting principles, or (ii) if the financial 
statements are furnished for a business acquired or to be acquired 
pursuant to Sec. 210.3-05 or less-than-majority-owned

[[Page 6287]]

investee pursuant to Sec. 210.3-09 of this chapter.
    Instructions to Item 18: All of the instructions to Item 17 also 
apply to this Item, except Instruction 3 to Item 17, which does not 
apply.
Item 19. Exhibits.
    List all exhibits filed as part of the registration statement or 
annual report, including exhibits incorporated by reference.
    Instructions to Item 19: If you incorporate any financial statement 
or exhibit by reference, include the incorporation by reference in the 
list required by this Item. Note Rule 12b-23 regarding incorporation by 
reference. Note also the Instructions to Exhibits at the end of this 
Form.
Signatures
    The registrant hereby certifies that it meets all of the 
requirements for filing on Form 20-F and that it has duly caused and 
authorized the undersigned to sign this registration statement [annual 
report] on its behalf.
----------------------------------------------------------------------

(Registrant)
----------------------------------------------------------------------

(Signature) *
Date:------------------------------------------------------------------

----------------------------------------------------------------------
* Print the name and title of the signing office under this 
signature.
Instructions as to Exhibits
    File the exhibits listed below as part of this registration 
statement or report. Rule 12b-32 explains the circumstances in which 
you may incorporate exhibits by reference. Rule 24b-2 explains the 
procedure to be followed in requesting confidential treatment of 
information required to be filed.
    Include an exhibit index in each registration statement or report 
you file, immediately preceding the exhibits you are filing. The 
exhibit index must list each exhibit according to the number assigned 
to it below. If an exhibit is incorporated by reference, note that fact 
in the exhibit index. In the sequentially numbered, manually signed 
original registration statement required by Securities Act Rule 403(d), 
include in the index the page number in the sequential numbering system 
where each exhibit can be found.
    In an annual report, previously filed exhibits may be incorporated 
by reference. If any previously filed exhibits have been amended or 
modified, file copies of the amendment or modification or copies of the 
entire exhibit as amended or modified.
    1. The articles of incorporation or association and bylaws, or 
comparable instruments, as currently in effect and any amendments to 
those documents. If you are filing an amendment, file a complete copy 
of the document as amended.
    2. (a) All instruments defining the rights of holders of the 
securities being registered. You do not have to file instruments that 
define the rights of participants, rather than security holders, in an 
employee benefit plan.
    (b) All instruments defining the rights of holders of long-term 
debt issued by you or any subsidiary for which you are required to file 
consolidated or unconsolidated financial statements, except that you do 
not have to file:
    (i) any instrument relating to long-term debt that is not being 
registered on this registration statement, if the total amount of 
securities authorized under that instrument does not exceed 10% of the 
total assets of you and your subsidiaries on a consolidated basis and 
you have filed an agreement to furnish us a copy of the instrument if 
we request it;
    (ii) any instrument relating to a class of securities if, on or 
before the date you deliver the securities being registered, you take 
appropriate steps to assure that class of securities will be redeemed 
or retired; or
    (iii) copies of instruments evidencing script certificates for 
fractions of shares.
    (c) A copy of the indenture, if the securities being registered are 
or will be issued under an indenture qualified under the Trust 
Indenture Act of 1939. Include a reasonably itemized and informative 
table of contents and a cross-reference sheet showing the location in 
the indenture of the provisions inserted pursuant to sections 310 
through 318(a) inclusive of the Trust Indenture Act.
    3. Any voting trust agreements and any amendments to those 
agreements.
    4. (a) Every contract that is material to you and (i) is to be 
performed in whole or in part on or after the date you file the 
registration statement or (ii) was entered into not more than two years 
before the filing date. Only file a contract if you or your subsidiary 
is a party or has succeeded to a party by assumption or assignment or 
if you or your subsidiary has a beneficial interest.
    (b) If a contract is the type that ordinarily accompanies the kind 
of business you and your subsidiaries conduct, we will consider it have 
been made in the ordinary course of business and will not require you 
to file it, unless it falls within one or more of the following 
categories. Even if it falls into one of these categories, you do not 
have to file the contract if it is immaterial in amount or 
significance.
    (i) Any contract to which (A) directors, (B) officers, (C) 
promoters, (D) voting trustees or (E) security holders named in the 
registration statement are parties, unless the contract involves only 
the purchase or sale of current assets that have a determinable market 
price and the assets are purchased or sold at that price;
    (ii) Any contract upon which your business is substantially 
dependent. Examples of these types of contracts might be (a) continuing 
contracts to sell the major part of your products or services or to 
purchase the major part of your requirement of goods, services or raw 
materials, or (b) any franchise or license or other agreement to use a 
patent, formula, trade secret, process or trade name if your business 
depends to a material extent on that patent, formula, trade secret 
processor trade name;
    (iii) Any contract for the acquisition or sale of any property, 
plant or equipment if the consideration exceeds 15% of your fixed 
assets on a consolidated basis; or
    (iv) Any material lease under which you hold part of the property 
described in the registration statement.
    (c) We will consider any management contract or compensatory plan, 
contract or arrangement in which your directors or members of your 
administrative, supervisory or management bodies participate to be 
material. File these management contracts or compensatory plans, 
contracts or arrangements unless they fall into one of the following 
categories:
    (i) Ordinary purchase and sale agency agreements;
    (ii) Agreements with managers of stores in a chain or similar 
organization;
    (iii) Contracts providing for labor or salesmen's bonuses or for 
payments to a class of security holders in their capacity as security 
holders;
    (iv) Any compensatory plan, contract or arrangement that is 
available by its terms to employees, officers or directors generally, 
if the operation of the plan, contract or arrangement uses the same 
method to allocate benefits to management and nonmanagment 
participants; and
    (v) Any compensatory plan, contract or arrangement if you are 
furnishing compensation information on an aggregate basis as permitted 
by Item 6.B.
    If you are filing compensatory plans, contracts or arrangements, 
only file copies of the plans and not copies of each individual's 
personal agreement under the plans, unless there are particular 
provisions in a personal agreement that should be filed as an exhibit 
so investors will understand that

[[Page 6288]]

individual's compensation under the plan.
    5. A list showing the number and a brief identification of each 
material foreign patent for an invention not covered by a United States 
patent, but only if we request you to file the list.
    6. A statement explaining in reasonable detail how earnings per 
share information was calculated, unless the computation is clear from 
material contained in the registration statement or report.
    7. A statement explaining in reasonable detail how any ratio of 
earning to fixed charges, any ratio of earnings to combined fixed 
charges and preferred stock dividends or any other ratios in the 
registration statement or report were calculated.
    8. A list of all your subsidiaries, their jurisdiction of 
incorporation and the names under which they do business. You may omit 
the names of subsidiaries that, in the aggregate, would not be a 
``significant subsidiary'' as defined in rule 1-02(w) of Regulation S-X 
as of the end of the year covered by the report. You may omit the names 
of multiple wholly owned subsidiaries carrying on the same line of 
business, such as chain stores or service stations, if you give the 
name of the immediate parent company, the line of business and the 
number of omitted subsidiaries broken down by U.S. and foreign 
operations.
    9. Statement pursuant to the instructions to Item 8.A.4, regarding 
the financial statements filed in registration statements for initial 
public offerings of securities.
    10. (a) Any additional exhibits you wish to file as part of the 
registration statement or report, clearly marked to indicate their 
subject matter, and (b) any document or part of a document incorporated 
by reference in this filing if it is not otherwise required to be filed 
or is not a Commission filed document incorporated in a Securities Act 
registration statement.
* * * * *

PART 260--GENERAL RULES AND REGULATIONS, TRUST INDENTURE ACT OF 
1939

    50. The authority citation for part 260 continues to read as 
follows:

    Authority: 15 U.S.C. 77eee, 77ggg, 77nnn, 78sss, 78ll(d), 80b-3, 
80b-4, and 80b-11.

    51. Amend Sec. 260.0-11 by removing in paragraph (b)(2) the words 
``Item 9 of Form 20-F (Sec. 249.220f of this chapter), management's 
discussion and analysis of financial condition and results of 
operations,'' and adding, in their place, the words ``Item 5 of Form 
20-F (Sec. 249.220f of this chapter), `Operating and Financial Review 
and Prospects,' ''; and by removing in paragraph (c)(3) the words 
``Item 9 of Form 20-F'' and adding, in their place, the words ``Item 5 
of Form 20-F''.

    Dated: February 2, 1999.

    By the Commission.
Margaret H. McFarland,
Deputy Secretary.

Appendix A

    Note: This Appendix A to the preamble will not appear in the 
Code of Federal Regulations.

Securities and Exchange Commission

Regulatory Flexibility Act Certification

    I, Arthur Levitt, Chairman of the Securities and Exchange 
Commission, hereby certify pursuant to 5 U.S.C. 605(b) that the 
following amendments to the Commission's rules and forms would not, if 
adopted, have a significant economic impact on a substantial number of 
small entities in the United States: changes to Forms F-1, F-2, F-3, F-
4, F-6 and S-11 and Rules 175, 405, 434 and 463 under the Securities 
Act; changes to Form 20-F and Rules 3b-4, 3b-6, 13a-10 and 15d-10 under 
the Exchange Act; changes to Items 402, 512 and 601 of Regulation S-K; 
changes to Rules 3-01, 3-02, 3-12, 3-19 and 3-20 of Regulation S-X; 
changes to Item 310 of Regulation S-B; and changes to Rule 0-11 under 
the Trust Indenture Act. The reasons for this certification are as 
follows:
    The amendments are unlikely to have a significant economic 
impact because they are based on current law and practice. Moreover, 
the amendments are intended primarily to facilitate offerings and 
listings of securities by foreign private issuers, by conforming the 
disclosure requirements of Form 20-F more closely to international 
disclosure norms. The resulting incremental reduction in the 
expense, time and effort of making offerings in multiple 
jurisdictions will directly affect only foreign entities that issue 
securities, rather than U.S. entities.
    One possible indirect result of adopting the amendments is that 
foreign companies may offer securities to U.S. small entity 
investors who previously would have been excluded due to the time 
and expense of compliance with the regulatory requirements of more 
than one jurisdiction. The potential increase in foreign offerings 
in the United States may have some indirect impact on U.S. small 
entity offerings. However, the indirect impact is likely to be 
small, and its effect is not expected to be significant for a 
substantial number of small entities in the United States.
    The proposed amendments would not have a significant economic 
impact on a substantial number of small entities. The primary effect 
of the proposals would be on foreign entities, which we believe are 
not considered as small entities under the Regulatory Flexibility 
Act.

    Dated: February 2, 1999.
Arthur Levitt,
Chairman.
[FR Doc. 99-2931 Filed 2-8-99; 8:45 am]
BILLING CODE 8010-01-P