[Federal Register Volume 69, Number 67 (Wednesday, April 7, 2004)]
[Notices]
[Page 18411]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 04-7823]



[[Page 18411]]

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SECURITIES AND EXCHANGE COMMISSION


Proposed Collection; Comment Request

Upon Written Request, Copies Available From: Securities and Exchange 
Commission, Office of Filings and Information Services, Washington, DC 
20549

Extension:
    Rule 155, OMB Control No. 3235-0549, SEC File No. 270-492;
    Rule 477, OMB Control No. 3235-0550, SEC File No. 270-493

    Notice is hereby given that, pursuant to the Paperwork Reduction 
Act of 1995 (44 U.S.C. 3501 et seq.), the Securities and Exchange 
Commission (``Commission'') is soliciting comment on the collections of 
information summarized below. The Commission plans to submit these 
existing collections of information to the Office of Management and 
Budget for extension and approval.
    Rule 155 (OMB Control No. 3235-0549; SEC File No. 270-492) under 
the Securities Act of 1933 provides safe harbors for a registered 
offering following an abandoned private offering, or a private offering 
following an abandoned registered offering, without integrating the 
registered and private offering in either case. Rule 155 requires any 
prospectus filed as a part of a registration statement after a private 
offering to include disclosure regarding abandonment of the private 
offering. Similarly, the rule requires an issuer to provide each 
offeree in a private offering following an abandoned registered 
offering with: (1) Information concerning withdrawal of the 
registration statement; (2) the fact that the private offering is 
unregistered; and (3) the legal implications of the offering's 
unregistered status. The likely respondents will be companies. We 
estimate that 600 issuers will file Rule 155 submissions annually at an 
estimated 4 hours per response. We also estimate that 50% of the 2,400 
total annual burden hours (1,200 burden hours) would be prepared by the 
issuer. We estimate that the remaining 50% of the burden hours is 
prepared by outside counsel.
    Securities Act Rule 477 (OMB 3235-0550; SEC File No. 270-493) sets 
forth procedures for withdrawing a registration statement or any 
amendment or exhibits thereto. The rule provides that if a registrant 
applies for withdrawal in anticipation of reliance on Rule 155's 
registered-to-private safe harbor, the registrant must state in the 
withdrawal application that the registrant plans to undertake a 
subsequent private offering in reliance on the rule. Without this 
statement, the Commission would not be able to monitor issuers' 
reliance on, and compliance with, Rule 155(c). The likely respondents 
will be companies. We estimate that 300 issuers will file Rule 477 
submissions annually at an estimated one-hour per response for a total 
annual burden of 300 hours. We estimate that 100% of the reporting 
burden is prepared by the issuer.
    Written comments are invited on: (a) Whether these proposed 
collections of information are necessary for the proper performance of 
the functions of the agency, including whether the information will 
have practical utility; (b) the accuracy of the agency's estimate of 
the burden of the collection of information; (c) ways to enhance the 
quality, utility, and clarity of the information collected; and (d) 
ways to minimize the burden of the collection of information on 
respondents, including through the use of automated collection 
techniques or other forms of information technology. Consideration will 
be given to comments and suggestions submitted in writing within 60 
days of this publication.
    Please direct your written comments to R. Corey Booth, Director/
Chief Information Officer, Office of Information Technology, Securities 
and Exchange Commission, 450 Fifth Street, NW., Washington, DC 20549.

    Dated: March 31, 2004.
J. Lynn Taylor,
Assistant Secretary.
[FR Doc. 04-7823 Filed 4-6-04; 8:45 am]
BILLING CODE 8010-01-P