[Federal Register Volume 69, Number 232 (Friday, December 3, 2004)]
[Notices]
[Page 70291]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: E4-3455]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 50754]


Securities Exchange Act of 1934; Order Under Section 36 of the 
Securities Exchange Act of 1934 Granting an Exemption From Specified 
Provisions of Exchange Act Rules 13a-1 and 15d-1

November 30, 2004.
    Starting with fiscal years ending on or after November 15, 2004, 
Commission rules require accelerated filers to include in their annual 
reports both a management report and auditor report on the 
effectiveness of a company's internal control over financial reporting. 
The Commission has become increasingly concerned that many smaller 
accelerated filers may not be in a position to meet that deadline. 
Accordingly, to ensure that there is a continuing and orderly flow of 
annual report information to investors and the U.S. capital markets, 
and to ensure that certain annual report filers and their registered 
public accounting firms are able to file complete and accurate reports 
regarding the effectiveness of the filers' internal control over 
financial reporting, the Commission has determined that the exemptions 
set forth below are necessary and appropriate in the public interest 
and consistent with the protection of investors.
    Accordingly, it is ordered, pursuant to Section 36 of the 
Securities Exchange Act of 1934 (the ``Exchange Act''), that, under the 
conditions below, an accelerated filer (as defined in Exchange Act Rule 
12b-2) that has a fiscal year ending between and including November 15, 
2004 and February 28, 2005 is exempt from, and will therefore be in 
compliance with, the Exchange Act Rule 13a-1 or Rule 15d-1 requirement, 
as applicable, to include in its annual report within the 75 day period 
specified in Form 10-K both Management's annual report on internal 
control over financial reporting, required by Item 308(a) of Regulation 
S-K, and the related Attestation report of the registered public 
accounting firm, required by Item 308(b) of Regulation S-K.

Conditions

    (a) The market value of the accelerated filer's outstanding common 
equity held by non-affiliates was less than $700 million at the end of 
its second fiscal quarter in 2004;\1\
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    \1\ This threshold is designed to ensure that the largest 
companies with the most active market following comply with the 
current deadline and to provide needed relief to smaller companies. 
We believe that the accelerated filers with the relevant fiscal year 
ends and public equity float thresholds exceeding $700 million, 
representing approximately 96% of the U.S. equity market 
capitalization, will be able to complete their internal control work 
by the existing Form 10-K deadline.
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    (b) The accelerated filer files all of the information required to 
be included in the Form 10-K report within the 75 day period specified 
in the form (or within the extended period permitted by Exchange Act 
Rule 12b-25 if the accelerated filer has satisfied the conditions of 
that rule), including all of the information required by Item 9A. 
Controls and Procedures, except that: Management's annual report on 
internal control over financial reporting, required by Item 308(a) of 
Regulation S-K, and the related Attestation report of the registered 
public accounting firm, required by Item 308(b) of Regulation S-K, are 
not required to be filed;
    (c) The accelerated filer identifies the information that it has 
not filed as permitted by paragraph (b) of these conditions;
    (d) If the accelerated filer has identified a material weakness in 
its internal control over financial reporting, or the accelerated 
filer's registered public accounting firm has identified such a 
material weakness and communicated this finding to the accelerated 
filer, before the Form 10-K is filed as required by paragraph (b) of 
these conditions, the accelerated filer must disclose this information 
in the filing required by paragraph (b) of these conditions;
    (e) The accelerated filer completes its Form 10-K by filing an 
amendment to the information required by paragraph (b) of these 
conditions not later than 45 days after the end of the 75 day filing 
period specified in Form 10-K (regardless of whether the accelerated 
filer relied on Exchange Act Rule 12b-25 to extend the 75 day filing 
period), to include the information that it did not file as permitted 
by paragraph (b) of these conditions;
    (f) The accelerated filer may not rely on Exchange Act Rule 12b-25 
to extend the deadline for the Form 10-K amendment described in 
paragraph (e) of these conditions; and
    (g) For purposes of the Form S-2 and S-3 eligibility requirements, 
an accelerated filer relying on this exemption will not be considered 
to have timely filed its Form 10-K report until it has filed the Form 
10-K amendment referenced in paragraph (e) of these conditions.

    By the Commission.
Margaret H. McFarland,
Deputy Secretary.
[FR Doc. E4-3455 Filed 12-2-04; 8:45 am]
BILLING CODE 8010-01-P