[Federal Register Volume 67, Number 207 (Friday, October 25, 2002)]
[Notices]
[Page 65617]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 02-27349]


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SECURITIES AND EXCHANGE COMMISSION


Sunshine Act Meetings

    Notice is hereby given, pursuant to the provisions of the 
Government in the Sunshine Act, Public Law 94-409, that the Securities 
and ExchangeCommission will hold the following meetings during the week 
of October 28, 2002:

    A Closed Meeting will be held on Monday, October 28, 2002, at 10 
a.m., and Open Meetings will be held on Wednesday, October 30, 2002 
at 10 a.m., and Thursday, October 31, 2002 at 10 a.m.

    Commissioner Campos, as duty officer, determined that no earlier 
notice thereof was possible.
    Commissioners, Counsel to the Commissioners, the Secretary to the 
Commission, and recording secretaries will attend the Closed Meeting. 
Certain staff members who have an interest in the matters may also be 
present.
    The General Counsel of the Commission, or his designee, has 
certified that, in his opinion, one or more of the exemptions set forth 
in 5 U.S.C. 552b(c)(3), (5), (7), (9)(B) and (10) and 17 CFR 
200.402(a)(3), (5), (7), (9)(ii) and (10), permit consideration of the 
scheduled matters at the Closed Meeting.
    The subject matter of the Closed Meeting scheduled for Monday, 
October 28, 2002 will be:
    Formal order of investigation;
    Institution and settlement of administrative proceedings of an 
enforcement nature;
    Institution and settlement of injunctive actions; and
    Adjudicatory matter.
    The subject matter of the Open Meeting scheduled for Wednesday, 
October 30, 2002 will be:
    1. The Commission will consider proposing new rules and amendments 
regarding the use of pro forma financial information in order to 
implement section 401(b) of the Sarbanes-Oxley Act of 2002. In 
addition, the Commission will consider an amendment to Form 8-K 
requiring the filing of earnings announcements and releases.
    2. The Commission will consider whether to propose rules relating 
to section 401(a) of the Sarbanes-Oxley Act of 2002. The proposed rules 
would require companies to provide in their ``Management's Discussion 
and Analysis'' section of the Commission filings: (a) A discussion of 
off-balance sheet arrangements; (b) a table of aggregate contractual 
obligations due in short and long-term time horizons; and (c) either a 
table or textual disclosure of aggregate contingent liabilities and 
commitments in the short and long-term.
    3. The Commission will consider whether to propose new rules that 
would prohibit an issuer's directors and executive officers from 
purchasing, selling or otherwise acquiring or transferring any equity 
security of the issuer during a pension plan blackout period that 
prevents plan participants or beneficiaries from engaging in equity 
securities transactions, if the equity security was acquired in 
connection with the director or executive officer's service or 
employment as a director or executive officer. These rules would 
implement section 306(a) of the Sarbanes-Oxley Act of 2002. In 
addition, the proposed rules would require issuers to provide advance 
notice to their directors and executive officers and the Commission of 
the imposition of a pension plan blackout period.
    The subject matter of the Open Meeting scheduled for Thursday, 
October 31, 2002 will be:
    1. The Commission will consider whether to propose amendments to 
the definition of terms used in the exception from the definition of 
dealer for banks under section 3(a)(5) of the Securities Exchange Act 
of 1934. The Commission will consider whether to propose amendments to 
the related exemption for banks, savings associations, and savings 
banks as well as propose a new exemption concerning securities lending. 
These proposals relate to the implementation of the specific exceptions 
for banks from the definitions of ``broker'' and ``dealer'' that were 
amended by the Gramm-Leach-Bliley Act.
    2. The Commission will consider proposed rules establishing 
standards of professional conduct for attorneys who appear and practice 
before the Commission in any way in the representation of issuers, as 
required by section 307 of the Sarbanes-Oxley Act of 2002. These 
standards would include a rule requiring an attorney to report 
``evidence of a material violation of securities laws or breach of 
fiduciary duty or similar violation by the company or any agent 
thereof'' to the chief legal counsel or the chief executive officer of 
the company (or the equivalent); and, if they do not respond 
appropriately to the evidence, requiring the attorney to report the 
evidence to the audit committee, another committee of independent 
directors, or the full board of directors.
    At times, changes in Commission priorities require alterations in 
the scheduling of meeting items. For further information and to 
ascertain what, if any, matters have been added, deleted or postponed, 
please contact: The Office of the Secretary at (202) 942-7070.

    Dated: October 23, 2002.
Margaret H. McFarland,
Deputy Secretary.
[FR Doc. 02-27349 Filed 10-23-02; 10:47 am]
BILLING CODE 8010-01-P