[Federal Register Volume 68, Number 71 (Monday, April 14, 2003)]
[Rules and Regulations]
[Pages 17880-17881]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 03-8998]


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SECURITIES AND EXCHANGE COMMISSION

17 CFR Part 210

[Release Nos. 33-8128A; 34-46464A; FR-63A; File No. S7-08-02]
RIN 3235-AI33


Acceleration of Periodic Report Filing Dates and Disclosure 
Concerning Web Site Access to Reports; Correction

AGENCY: Securities and Exchange Commission.

ACTION: Final rule; technical amendments.

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SUMMARY: This document contains corrections to final rules which were 
published in the Federal Register on Monday, September 16, 2002 (67 FR 
58480). The rules relate to the acceleration of the filing of quarterly 
and annual reports under the Securities Exchange Act of 1934 by certain 
accelerated filers.

EFFECTIVE DATE: April 14, 2003.

FOR FURTHER INFORMATION CONTACT: Jeffrey J. Minton, Special Counsel, 
Office of Rulemaking, Division of Corporation Finance, at (202) 942-
2910, U.S. Securities and Exchange Commission, 450 Fifth Street, NW., 
Washington, DC 20549-0312.

SUPPLEMENTARY INFORMATION: 

I. Background

    On September 5, 2002, the Commission adopted,\1\ among other 
things, changes to rules 3-01 \2\ and 3-12 \3\ of Regulation S-X \4\ 
under the Securities Act of 1933 (the ``Securities Act'').\5\ These 
rules relate to the timeliness of financial information in Commission 
filings, such as Securities Act registration statements and proxy 
statements and information statements under section 14 \6\ of the 
Securities Exchange Act of 1934 (the ``Exchange Act'').\7\ The changes 
were made to conform the timeliness requirements for these filings made 
by accelerated filers to changes adopted to the deadlines for Forms 10-
K \8\ and 10-Q \9\ for accelerated filers, as defined in Exchange Act 
rule 12b-2.\10\ The new deadlines will be phased-in over three years.
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    \1\ See Release No. 33-8128 (Sept. 5, 2002) [67 FR 58480].
    \2\ 17 CFR 210.3-01.
    \3\ 17 CFR 210.3-12.
    \4\ 17 CFR 210.1-01 et seq.
    \5\ 15 U.S.C. 77a et seq.
    \6\ 15 U.S.C. 78n
    \7\ 15 U.S.C. 78a et seq.
    \8\ 17 CFR 249.310.
    \9\ 17 CFR 308a.
    \10\ 17 CFR 240.12b-2.
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    After we adopted the amendments to rules 3-01 and 3-12 of 
Regulation S-X, questions arose regarding the appropriate phase-in 
period for an accelerated filer required to update interim financial 
information in registration statements filed or that become effective 
134 days after the end of the filer's fiscal year. This is the period 
after audited financial statements for the most recently completed 
fiscal year are already required to be filed on Form 10-K and on or 
after the date most registrants are required to have filed interim 
financial statements for the first quarter on Form 10-Q. Concerns arose 
that the phase-in periods in the conforming amendments to rules 3-01 
and 3-12 of Regulation S-X do not match the phase-in periods described 
in the adopting release.
    Accordingly, the amendments set forth in this document clarify that 
the phase-in periods applicable to accelerated filers who need to 
update interim information in accordance with amended rules 3-01 and 3-
12 of Regulation S-X match the phase-in periods for filing quarterly 
information on Form 10-Q. The corrections clarify that updated interim 
information is required within 130 days after the end of the 
registrant's fiscal year for fiscal years ending on or after December 
15, 2003 and before December 15, 2004, and within 125 days after the 
end of the registrant's fiscal year for fiscal years ending on or after 
December 15, 2004. The changes are technical corrections to clarify the 
rules as described in the original adopting release, and do not alter 
the phase-in periods for these requirements as described in the 
original adopting release.

II. Need for Correction

    As published, the final regulations contain errors which may prove 
to be misleading and are in need of clarification.

Text of Amendments

List of Subjects in 17 CFR Part 210

    Reporting and recordkeeping requirements, Securities.


0
In accordance with the foregoing, the Commission amends 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, INVESTMENT ADVISERS ACT OF 1940, AND ENERGY 
POLICY AND CONSERVATION ACT OF 1975

0
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-31, 
80a-37(a), unless otherwise noted.

0
2. Section 210.3-01 is amended by revising paragraphs (e)(1) and (i)(2) 
to read as follows:


Sec.  210.3-01  Consolidatedbalance sheets.

* * * * *
    (e) * * *
    (1) For accelerated filers (as defined in Sec.  240.12b-2 of this 
chapter):

[[Page 17881]]

    (i) 135 days for fiscal years ending on or after December 15, 2002 
and before December 15, 2003;
    (ii) 130 days for fiscal years ending on or after December 15, 2003 
and before December 15, 2004; and
    (iii) 125 days for fiscal years ending on or after December 15, 
2004; and
* * * * *
    (i) * * *
    (2) For purposes of paragraph (e) of this section, the number of 
days shall be:
    (i) For accelerated filers (as defined in Sec.  240.12b-2 of this 
chapter):
    (A) 134 days subsequent to the end of the registrant's most recent 
fiscal year for fiscal years ending on or after December 15, 2002 and 
before December 15, 2003;
    (B) 129 days subsequent to the end of the registrant's most recent 
fiscal year for fiscal years ending on or after December 15, 2003 and 
before December 15, 2004; and
    (C) 124 days subsequent to the end of the registrant's most recent 
fiscal year for fiscal years ending on or after December 15, 2004; and
    (ii) 134 days subsequent to the end of the registrant's most recent 
fiscal year for all other registrants.

0
3. Section 210.3-12 is amended by revising paragraph (g)(1) to read as 
follows:


Sec.  210.3-12  Age of financial statements at effective date of 
registration statement or at mailing date of proxy statement.

* * * * *
    (g)(1) For purposes of paragraph (a) of this section, the number of 
days shall be:
    (i) For accelerated filers (as defined in Sec.  240.12b-2 of this 
chapter):
    (A) 135 days for fiscal years ending on or after December 15, 2002 
and before December 15, 2003;
    (B) 130 days for fiscal years ending on or after December 15, 2003 
and before December 15, 2004; and
    (C) 125 days for fiscal years ending on or after December 15, 2004; 
and
    (ii) 135 days for all other registrants.
* * * * *

    Dated: April 8, 2003.
Margaret H. McFarland,
Deputy Secretary.
[FR Doc. 03-8998 Filed 4-11-03; 8:45 am]
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