[Federal Register Volume 73, Number 63 (Tuesday, April 1, 2008)]
[Rules and Regulations]
[Pages 17810-17815]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: E8-5708]



[[Page 17809]]

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Part IV





Securities and Exchange Commission





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17 CFR Parts 200, 239 and 240



Internet Availability of Proxy Materials; Regulation of Takeovers and 
Security Holder Communications; Cross-Border Tender and Exchange 
Offers, Business Combinations and Rights Offerings; Certain Other 
Related Rule Corrections; Final Rule

  Federal Register / Vol. 73, No. 63 / Tuesday, April 1, 2008 / Rules 
and Regulations  

[[Page 17810]]


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SECURITIES AND EXCHANGE COMMISSION

17 CFR Parts 200, 239 and 240

[Release Nos. 34-55146A; IC-27671A; 34-56135A; IC-27911A; 33-7759A; 33-
7760A; 34-42054A; 34-42055A; 39-2378A; IC-24107A; IS-1208A; File Nos. 
S7-10-05; S7-03-07; S7-28-98 and S7-29-98]
RIN 3235-AJ47; 3235-AG84 and 3235-AD97


Internet Availability of Proxy Materials; Regulation of Takeovers 
and Security Holder Communications; Cross-Border Tender and Exchange 
Offers, Business Combinations and Rights Offerings; Certain Other 
Related Rule Corrections

AGENCY: Securities and Exchange Commission.

ACTION: Final rule; technical amendments.

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SUMMARY: This release contains technical amendments to Rule 14a-
3(a)(3)(i), which was published in the Federal Register of Wednesday, 
August 1, 2007 (72 FR 42221), and Rule 14a-16(m), which was published 
in the Federal Register of Monday, January 29, 2007 (72 FR 4147). The 
rules do not permit, or require, the use of the notice and access model 
regarding Internet availability of proxy materials with respect to 
business combination transactions. We are also making technical 
amendments to Rules 14b-1 and 14b-2, which were published in the 
Federal Register of Wednesday, August 1, 2007 (72 FR 42221), to correct 
references in those rules. Further, we are making technical corrections 
to rules that were modified in Release Nos. 33-7759 and 33-7760, which 
were published in the Federal Register on November 10, 1999 (64 FR 
61382 and 64 FR 61408, respectively). The amended rules revised the 
rules and regulations applicable to takeover transactions, including 
tender offers, mergers, acquisitions and similar extraordinary 
transactions, and, in order to facilitate U.S. investor participation, 
modified the rules relating to cross-border tender and exchange offers, 
business combinations and rights offerings relating to the securities 
of foreign private issuers. This document corrects certain cross-
references in the regulatory text of the adopting releases, removes a 
reference to an inapplicable statute, otherwise corrects certain 
typographical errors, updates the contact information for the agency 
and amends the delegated authority of the Divisions of Corporation 
Finance and Market Regulation relating to issuer tender offers.

DATES: Effective Date: April 1, 2008.

FOR FURTHER INFORMATION CONTACT: Celeste M. Murphy, Special Counsel, 
Office of Mergers and Acquisitions at (202) 551-3440 or Ray Be, Special 
Counsel, Office of Rulemaking at (202) 551-3430, in the Division of 
Corporation Finance, U.S. Securities and Exchange Commission, 100 F 
Street, NE., Washington, DC 20549.

SUPPLEMENTARY INFORMATION: We are amending Forms F-4, F-8, F-9, F-10, 
F-80 and CB under the Securities Act of 1933;\1\ Rules 0-11,\2\ 13e-
3,\3\ 13e-4,\4\ 14a-2,\5\ 14a-3,\6\ 14a-14,\7\ 14a-16,\8\ 14b-1,\9\ 
14b-2,\10\ 14d-1,\11\ 14d-3,\12\ 14d-9,\13\ and 14e-1,\14\ the title to 
Regulation 13D,\15\ and Schedules 13D,\16\ 13G,\17\ 13E-4F,\18\ TO,\19\ 
14D-9,\20\ 14D-1F \21\ and 14D-9-F \22\ under the Securities Exchange 
Act of 1934;\23\ and Rules 30-1 \24\ and 30-3 \25\ of the Rules of 
Organization and Program Management.\26\
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    \1\ See 17 CFR 239.34, 17 CFR 239.38, 17 CFR 239.39, 17 CFR 
239.40, 17 CFR 239.41, 17 CFR 239.800.
    \2\ 17 CFR 240.0-11.
    \3\ 17 CFR 240.13e-3.
    \4\ 17 CFR 240.13e-4.
    \5\ 17 CFR 240.14a-2.
    \6\ 17 CFR 240.14a-3.
    \7\ 17 CFR 240.14a-14.
    \8\ 17 CFR 240.14a-16.
    \9\ 17 CFR 240.14b-1.
    \10\ 17 CFR 240.14b-2.
    \11\ 17 CFR 240.14d-1.
    \12\ 17 CFR 240.14d-3.
    \13\ 17 CFR 240.14d-9.
    \14\ 17 CFR 240.14e-1.
    \15\ 17 CFR 240.13d-1-240.13f-1.
    \16\ 17 CFR 240.13d-101.
    \17\ 17 CFR 240.13d-102.
    \18\ 17 CFR 240.13e-102.
    \19\ 17 CFR 240.14d-100.
    \20\ 17 CFR 240.14d-101.
    \21\ 17 CFR 240.14d-102.
    \22\ 17 CFR 240.14d-103.
    \23\ 15 U.S.C. 78a et seq.
    \24\ 17 CFR 200.30-1.
    \25\ 17 CFR 200.30-3.
    \26\ This authority relates to determining the applicability of 
the rules relating to issuer tender offers, which used to be 
interpreted by the Division of Market Regulation (now the Division 
of Trading and Markets). For several years, issuer tender offers 
have been handled only by the Division of Corporation Finance.
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I. Background to Internet Availability of Proxy Materials; Correction

A. Rules 14a-3(a)(3)(i) and 14a-16(m)

    On January 22, 2007, the Commission adopted,\27\ among other 
things, new Rule 14a-16(m) \28\ under the Securities Exchange Act of 
1934. On July 26, 2007,\29\ the Commission adopted amendments to Rule 
14a-3(a)(3).\30\ These rules do not permit, or require, the use of the 
notice and access model regarding Internet availability of proxy 
materials with respect to business combination transactions.
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    \27\ See Release No. 34-55416 (Jan. 22, 2007) [72 FR 4147].
    \28\ 17 CFR 240.14a-16(m).
    \29\ See Release No. 34-56135 (July 26, 2007) [72 FR 42221].
    \30\ 17 CFR 240.14a-3(a)(3).
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    After the adoption of the rules, questions arose regarding whether 
the business combination transaction exclusion applied to all such 
certain transactions, including cash mergers. Although the discussion 
of this provision in the adopting release makes it clear that such 
transactions are covered by the exclusion, the regulatory text does not 
state that such transactions are excluded by virtue of its failure to 
reference applicable rule provisions. The proposing release had an 
identical discrepancy.\31\ Specifically, the discussion in the adopting 
release stated:
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    \31\ See Release No. 34-52926 (Dec. 8, 2005) [70 FR 74598].
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    As adopted, the notice and access model is not available with 
regard to proxy materials related to a business combination 
transaction, which includes transactions covered by Rule 165 under 
the Securities Act, as well as transactions for cash consideration 
requiring disclosure under Item 14 of Schedule 14A. (emphasis added)

However, the regulatory text as adopted describes the business 
combination transactions excluded from the notice and access model as 
those defined in Rule 165.\32\
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    \32\ 17 CFR 230.165.
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    Accordingly, the amendments set forth in this release clarify that 
Rules 14a-3(a)(3)(i) and 14a-16(m) do not permit, or require, the use 
of the notice and access model with respect to business combination 
transactions as defined in Rule 165 under the Securities Act, as well 
as transactions for cash consideration requiring disclosure under Item 
14 of Schedule 14A.\33\ This change is a technical correction to 
clarify the rule as described in the original adopting release.
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    \33\ 17 CFR 240.14a-101.
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B. Rules 14b-1 and 14b-2

    On June 20, 2007, the Commission adopted, among other things, 
amendments to Rules 14b-1 and 14b-2 under the Exchange Act.\34\ The 
amendatory language in that release erroneously contained references to 
``Legends 1 and 2'' in paragraph (d)(5)(iii)(A) of each of those rules. 
These references should have been to ``Legends 1 and 3,'' consistent 
with the corresponding Rule 14a-16(n)(4)(i). All of these references 
address the legends

[[Page 17811]]

not required in the Notice of Internet Availability of Proxy Materials. 
As we stated in the adopting release, the intent of this provision is 
to indicate that the issuer need not include the part of the prescribed 
legend relating to security holder requests for copies of the documents 
and instructions on how to request a copy of the proxy materials. The 
relevant legends are Legends 1 and 3, rather than Legends 1 and 2. 
Therefore, we are correcting those references.
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    \34\ See Release No. 34-56135 (July 26, 2007) [72 FR 42221].
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II. Discussion of Corrections to Regulation of Takeovers and Security 
Holder Communications; Cross-Border Tender and Exchange Offers, 
Business Combinations and Rights Offerings; and Certain Other Related 
Rule Corrections

A. Cross-references to Old Schedules 14D-1 and 13E-4 and Related 
Disclosure Items

    The amendments to Forms F-8, F-9, F-10 and F-80 under the 
Securities Act, Rules 0-11, 13e-4, and 14e-1 and Schedules 13D, 13G, 
3E-4F and 14D-1F under the Exchange Act and Rule 30-1 under the Rules 
of Organization and Program Management are necessary to correct 
inaccurate cross-references to a disclosure schedule that is no longer 
in use. We adopted changes to integrate the disclosure schedules for 
issuer and third-party tender offers so that one disclosure schedule is 
applicable to both types of tender offers.\35\ Those changes combined 
prior Schedules 13E-4 and 14D-1, the prior disclosure schedules for 
issuer and third-party tender offers, respectively, into a new Schedule 
TO. Forms F-8, F-9, F-10 and F-80 under the Securities Act, Rule 14e-
1(e) and Schedules 13D, 13G and 14D-1F under the Exchange Act and Rule 
30-1 under the Rules of Organization and Program Management continue to 
refer to former Schedule 14D-1; Rule 13e-4 and Schedule 13E-4F under 
the Exchange Act continue to refer to former Schedule 13E-4. We are 
correcting these errors by changing the references to refer to Schedule 
TO. Rule 0-11 continues to refer to filings made pursuant to former 
Schedule 14D-1. We are correcting that error by referring to filings 
made under Section 14(d)(1) of the Exchange Act, consistent with 
similar references in Rule 0-11.
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    \35\ See Regulation of Takeovers and Security Holder 
Communications, Release No. 33-7760 (Oct. 22, 1999) [64 FR 61408] 
(the ``Regulation M-A Adopting Rule Release'') at II.F.1.
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    For similar reasons, the amendments to Form F-4 under the 
Securities Act and to Rule 14e-1 under the Exchange Act are necessary 
to correct inaccurate cross-references to disclosure requirements that 
were relocated and redesignated in the Regulation M-A Adopting Rule 
Release. As part of our effort to integrate the disclosure regimes 
applicable to issuer tender offers, third-party tender offers and 
going-private transactions, we adopted changes to combine all of the 
disclosure requirements in one central location in a subpart of 
Regulation S-K, referred to as Regulation M-A.\36\ This eliminated the 
need for the disclosure schedules themselves to contain disclosure 
requirements, as the schedules could simply refer to the comprehensive 
disclosure requirements located in Regulation M-A. Form F-4 under the 
Securities Act continues to refer to Item 9(b)(1)-(6) of Schedule 13E-3 
when it should refer to Item 1015(b) of Regulation M-A. Rule 14e-1(e) 
under the Exchange Act continues to refer to Item 11 of former Schedule 
14D-1 when it should refer to Item 12 of Schedule TO and Item 1016(a) 
of Regulation M-A. We are correcting these erroneous cross-references 
by inserting the redesignated disclosure items.
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    \36\ Id.
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B. Repeal of the Public Utility Holding Company Act of 1935

    The amendments to Rules 13e-3, 14a-2 and 14a-14 under the Exchange 
Act are necessary to remove references to a statute that has been 
repealed. Rules 13e-3 and 14a-2 contain exceptions to the applicability 
of the going private and proxy solicitation rules, respectively, under 
specified circumstances involving holding companies registered under 
the Public Utility Holding Company Act of 1935.\37\ Rule 14a-14 refers 
to several statutes, including the Public Utility Holding Company Act, 
to direct readers of the rule to certain defined terms.\38\ The Public 
Utility Holding Company Act of 1935 was repealed effective February 8, 
2006.\39\ We are removing these references to the Public Utility 
Holding Company Act in these rules.
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    \37\ 17 CFR 240.13e-3(g)(3) and 17 CFR 240.14a-2(a)(5).
    \38\ 17 CFR 240.14a-14(b).
    \39\ 42 U.S.C. 16451 et seq.
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C. Typographical Errors

    The amendments to Rules 13e-4, 14d-1 and 14d-3 and Schedules TO and 
14D-9 under the Exchange Act are necessary to correct certain 
typographical errors. In one instance, the rule contains a duplicate 
reference to ``15 U.S.C.'' in the citation to Section 10(a) of the 
Securities Act.\40\ In two instances, where the rule provides a 
definition, the term being defined ``United States'' is stated twice, 
unlike the rest of the definitions provided in the same subsection of 
the rules.\41\ Further, in one instance, a rule contains a cross-
reference to Rule 14d-6(e)(2)(i) and (ii) when the cross-reference 
should be to Rule 14d-6(d)(2)(i) and (ii), because subparagraph (e) 
does not exist and the context in which the cross-reference is being 
made--giving telephonic notice of the tender offer to national 
securities exchanges and the National Association of Securities 
Dealers, Inc. (``NASD'') \42\--indicates that the reference should be 
to subparagraph (d), which discusses the information required for 
summary publication.\43\ In two more instances, the rules similarly 
contain erroneous cross-references to Rule 14d-1(f) when the cross-
reference should be to Rule 14d-1(h).\44\ Subparagraph (h) of Rule 14d-
1 discusses the requirements for signatures and was previously located 
under subparagraph (f) but was redesignated when we added provisions to 
the tender offer rules to include exemptions from Regulation 14D in 
certain instances in order to facilitate the participation of U.S. 
holders.\45\ We are correcting these typographical errors by removing 
the duplicative references or changing the cross-reference to the 
correct rule, as applicable.
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    \40\ See Rule 13e-4(e)(2) (17 CFR 240.13e-4(e)(2)).
    \41\ See Instruction 3 to Rule 13e-4(h)(8) and (i)(17 CFR 
240.13e-4) and Instruction 4 to Rule 14d-1(c) and (d) (17 CFR 
240.14d-1).
    \42\ The name of NASD has been changed to the Financial Industry 
Regulatory Authority, Inc. (``FINRA'').
    \43\ See Rule 14d-3(a)(3) (17 CFR 240.14d-3(a)(3)).
    \44\ See Instruction to Signature for Schedules TO and 14D-9.
    \45\ See Cross-Border Tender and Exchange Offers, Business 
Combinations and Rights Offerings, Release No. 33-7759 (Oct. 22, 
1999) [64 FR 61382] (``Cross-Border Release'').
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D. Cross-References to Former Rule 10b-13

    The amendments to Schedules 13E-4F and 14D-1F under the Exchange 
Act are necessary to correct inaccurate cross-references to a rule that 
was amended and redesignated. Rule 10b-13 was redesignated as Rule 14e-
5.\46\ Schedules 13E-4F and 14D-1F continue to refer to Rule 10b-13. We 
are correcting these errors by changing the references to refer to Rule 
14e-5.
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    \46\ See the Regulation M-A Adopting Rule Release at II.G.5.a.
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E. Title to Rules 13d-1 Through 13d-7

    The amendment to the title of Rules 13d-1 through 13d-7, which set 
forth the disclosure requirements for reporting beneficial ownership, 
is necessary to change the reference from Regulation 13D to Regulation 
13D-G.

[[Page 17812]]

We adopted changes to those rules to, among other things, add a new 
schedule--Schedule 13G--that sets forth the disclosure requirements for 
reporting beneficial ownership and related information of certain 
equity securities that are held by specific investors, such as 
institutional investors.\47\ At that time, we integrated the filing 
requirements for all beneficial owners under Rule 13d-1, and described 
this as the ``initial step in the adoption of an integrated ownership 
reporting system to be denominated as Regulation 13D-G.'' \48\ We are 
amending the title to these rules to reflect our prior intentions.
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    \47\ See Filing and Disclosure Requirements Relating to 
Beneficial Ownership, Release No. 33-5925 (April 21, 1978) [43 FR 
18484].
    \48\ Id. See also Filing and Disclosure Requirements Relating to 
Beneficial Ownership, Release No. 34-15348 (Nov. 22, 1978) [43 FR 
55751] where we also stated that `` `Regulation 13D' is re-captioned 
`Regulation 13D-G'* * *''
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F. Reduction of Paper Submissions of Form CB

    The amendment to the instructions for submitting Form CB reduces 
the number of copies of paper submissions currently required under the 
rule from five to two. This change is necessary to alleviate the cost 
of providing a number of copies of paper submissions that we have found 
to be unnecessary.

G. Elimination of Paper Submission of Amendments on Schedule 14D-9

    The amendment to Rule 14d-9(c)(1) under the Exchange Act is 
necessary to eliminate references to paper submissions because Schedule 
14D-9 and amendments thereto are now filed electronically. This is 
consistent with the other rules relating to tender offer filings.

H. Relocation of Agency

    The amendments to Forms F-8, F-9, F-10, F-80 and CB and Schedules 
13E-4F, 14D1-F and 14D-9F are necessary to update the contact 
information for the headquarters of the agency in light of its 
relocation. These changes will remove and update contact information so 
as to facilitate communications with the agency.

I. Delegation of Authority to the Director of the Division of 
Corporation Finance

    Finally, we are amending the Rules of Organization and Program 
Management governing Delegations of Authority by removing certain 
delegated authority from the Division of Market Regulation and 
transferring part of it to the Division of Corporation Finance. 
Specifically, the Director of the Division of Market Regulation had the 
authority to grant exemptions from the issuer tender offer rules and 
determine the applicability of the issuer tender offer rules pursuant 
to Exchange Act Rule 13e-4(g) to any exchange or tender offer for which 
an exemptive order has been granted by a Canadian federal, provincial 
or territorial regulatory authority. Currently, the Division of 
Corporation Finance administers the application of the issuer tender 
offer rules, so it is not necessary for the Director of the Division of 
Market Regulation to have this delegated authority. We are removing the 
authority to grant exemptions from the issuer tender offer rules from 
the Director of the Division of Market Regulation and transferring the 
authority to determine the applicability of the issuer tender offer 
rules to tender and exchange offers made by issuers pursuant to 
Exchange Act Rule 13e-4(g) from the Director of the Division of Market 
Regulation to the Director of the Division of Corporation Finance.\49\ 
The staff may submit matters to the Commission for consideration as it 
deems appropriate.
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    \49\ This transfer of authority is consistent with the broader 
authority that was granted to the Director of the Division of 
Corporation Finance in Rule 30-1(e)(16)(i) to grant or deny 
exemptions from the tender offer provisions of Rule 13e-4 of the 
Exchange Act. See Cross-Border Release. Because the broader 
authority contained in Rule 30-1(e)(16)(i), which covers issuer and 
third-party tender offers, was granted after the authority in Rule 
30-1(e)(13) was granted, which covered only third-party tender 
offers, it is appropriate to include issuer tender offers in the 
authority in Rule 30-1(e)(13).
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III. Certain Findings

    Under the Administrative Procedure Act, a notice of proposed 
rulemaking is not required ``(A) [for] interpretive rules, general 
statements of policy, or rules of agency organization, procedure, or 
practice; or (B) when the agency for good cause finds (and incorporates 
the finding and a brief statement of reasons therefor in the rules 
issued) that notice and public procedure thereon are impracticable, 
unnecessary, or contrary to the public interest.'' \50\ The correcting 
amendments to Forms F-4, F-8, F-9, F-10, F-80 and CB under the 
Securities Act and Rules 0-11, 13e-3, 13e-4, 14a-2, 14a-3, 14a-14, 14a-
16, 14b-1, 14b-2, 14d-1, 14d-3, 14d-9, and 14e-1, the title to 
Regulation 13D, and Schedules TO, 13E-4F, 13D, 13G, 14D-9, 14D-1F and 
14D-9F under the Exchange Act are technical changes that conform the 
regulatory text to the intent of the Commission and correct certain 
cross-references and typographical errors. For these reasons, the 
Commission finds that there is no need to publish notice of these 
amendments. The amendments to the instructions for submitting Form CB, 
the amendment to Rule 14d-9(c)(1) under the Exchange Act, and the 
amendments to Rules 30-1 and 30-3 under the Rules of Organization and 
Program Management relate to agency organization, procedure, or 
practice. As such, notice of proposed rulemaking is not required.
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    \50\ 5 U.S.C. 553(b).
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    For similar reasons, the amendments do not require an analysis 
under the Regulatory Flexibility Act or analysis of major status under 
the Small Business Regulatory Enforcement Fairness Act.\51\
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    \51\ See 5 U.S.C. 601(2) (for purposes of Regulatory Flexibility 
Act analysis, the term ``rule'' means any rule for which the agency 
publishes a general notice of proposed rulemaking) and 5 U.S.C. 
804(3)(C) (for purposes of congressional review of agency 
rulemaking, the term ``rule'' does not include any rule of agency 
organization, procedure, or practice that does not substantially 
affect the rights or obligations of non-agency parties).
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    The Administrative Procedures Act also requires publication of a 
rule at least 30 days before its effective date unless the agency finds 
otherwise for good cause.\52\ For the same reasons described with 
respect to opportunity for notice and comment, the Commission finds 
there is good cause for the amendments to take effect on April 1, 2008.
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    \52\ See 5 U.S.C. 553(d)(3).
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IV. Need for Correction

    As published, certain regulations referenced in this release 
contain errors which may prove to be misleading and are in need of 
clarification.

Text of Amendments

List of Subjects

17 CFR Part 200

    Administrative practice and procedure; Authority delegations 
(Government Agencies).

17 CFR Parts 239 and 240

    Reporting and recordkeeping requirements, Securities.

Text of the Adopted Rules

    Accordingly, Title 17 Chapter II of the Code of Federal Regulations 
is corrected by making the following amendments:

PART 200--ORGANIZATION; CONDUCT AND ETHICS; AND INFORMATION AND 
REQUESTS

0
1. The authority citation for part 200, subpart A continues to read, in 
part, as follows:


[[Page 17813]]


    Authority: 15 U.S.C. 77o, 77s, 77sss, 78d, 78d-1, 78d-2, 78w, 
78ll(d), 78mm, 80a-37, 80b-11, and 7202, unless otherwise noted.
* * * * *


0
2. Amend Sec.  200.30-1 by revising paragraph (e)(13) to read as 
follows:


Sec.  200.30-1  Delegation of authority to Director of Division of 
Corporation Finance.

* * * * *
    (e) * * *
    (13) To determine with respect to a tender or exchange offer 
otherwise eligible to be made pursuant to rule 13e-4(g) (Sec.  240.13e-
4(g) of this chapter) or rule 14d-1(b) (Sec.  240.14d-1(b) of this 
chapter) whether, in light of any exemptive order granted by a Canadian 
federal, provincial or territorial regulatory authority, application of 
certain or all of the provisions of section 13(e)(1) and sections 
14(d)(1) through 14(d)(7) of the Exchange Act, rule 13e-4, Regulation 
14D (Sec. Sec.  240.14d-1--240.14d-103 of this chapter) and Schedules 
TO and 14D-9 thereunder (Sec. Sec.  240.14d-100 and 240.14d-101 of this 
chapter), and rule 14e-1 of Regulation 14E (Sec. Sec.  240.14e-1--
240.14f-1 of this chapter), to such offer is necessary or appropriate 
in the public interest.
* * * * *


Sec.  200.30-3  [Amended]

0
3. Amend Sec.  200.30-3 by removing and reserving paragraph (a)(35).

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

0
4. The authority citation for part 239 continues to read, in part, as 
follows:

    Authority: 15 U.S.C. 77f, 77g, 77h, 77j, 77s, 77z-2, 77z-3, 
77sss, 78c, 78l, 78m, 78n, 78o(d), 78u-5, 78w(a), 78ll, 78mm, 80a-
2(a), 80a-3, 80a-8, 80a-9, 80a-10, 80a-13, 80a-24, 80a-26, 80a-29, 
80a-30, and 80a-37, unless otherwise noted.

* * * * *

0
5. Amend Form F-4 (referenced in Sec.  239.34) paragraph (b) of Item 4 
in Part I, revise the phrase ``Item 9(b)(1) through (6) of Schedule 
13E-3 (Sec.  240.13e-100 of this chapter)'' to read ``Item 1015(b) of 
Regulation M-A (Sec.  229.1015(b) of this chapter)''.

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

0
6. Amend Form F-8 (referenced in Sec.  239.38) by:
0
a. In paragraph C. of General Instruction IV., second and third 
sentences, revise the phrase ``(202) 942-8900.'' to read ``(202) 551-
8900.'' and revise the phrase ``(202) 942-2940.'' to read ``(202) 551-
3610.''; and
0
b. In paragraph D. of General Instruction V., first sentence, revise 
the phrase ``Schedule 14D-1'' to read ``Schedule TO''.

    Note: The text of Form F-8 does not, and this amendment will 
not, appear in the Code of Federal Regulations.

0
7. Amend Form F-9 (referenced in Sec.  239.39) by:
0
a. In paragraph D. of General Instruction II., second and third 
sentences, revise the phrase ``(202) 942-8900.'' to read ``(202) 551-
8900.'' and the phrase ``(202) 942-2940.'' to read ``(202) 551-3610.''; 
and
0
b. In paragraph D. of General Instruction III., first sentence, revise 
the phrase ``Schedule 14D-1'' to read ``Schedule TO''.

    Note: The text of Form F-9 does not, and this amendment will 
not, appear in the Code of Federal Regulations.

0
8. Amend Form F-10 (referenced in Sec.  239.40) by:
0
a. In paragraph D. of General Instruction II., second and third 
sentences, revise the phrase ``(202) 942-8900.'' to read ``(202) 551-
8900.'' and the phrase ``(202) 942-2940.'' to read ``(202) 551-3610.''; 
and
0
b. In paragraph D. of General Instruction III., first sentence, revise 
the phrase ``Schedule 14D-1'' to read ``Schedule TO''.

    Note: The text of Form F-10 does not, and this amendment will 
not, appear in the Code of Federal Regulations.

0
9. Amend Form F-80 (referenced in Sec.  239.41) by:
0
a. In paragraph C. of General Instruction IV., second and third 
sentences, revise the phrase ``(202) 942-8900.'' to read ``(202) 551-
8900.'' and the phrase ``(202) 942-2940.'' to read ``(202) 551-3610.''; 
and
0
b. In paragraph D. of General Instruction V., first sentence, revise 
the phrase ``Schedule 14D-1'' to read ``Schedule TO''.

    Note: The text of Form F-80 does not, and this amendment will 
not, appear in the Code of Federal Regulations.

0
10. Amend Form CB (referenced in Sec.  239.800) by:
0
a. In paragraph A.(1), General Instruction II., second and third 
sentences, revise the phrase ``(202) 942-8900.'' to read ``(202) 551-
8900.'' and the phrase ``(202) 942-2940.'' to read ``(202) 551-3610.'';
0
b. In paragraph A.(4), first sentence, revise the phrase ``you must 
furnish five copies'' to read ``you must furnish two copies''; and
0
c. In paragraph B., second sentence, ``Instructions for Submitting 
Form'' remove the phrase ``and at least one copy''.

    Note: The text of Form CB does not, and this amendment will not, 
appear in the Code of Federal Regulations.

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

0
11. The authority citation for Part 240 continues to read, in part, as 
follows:

    Authority: 15 U.S.C. 77c, 77d, 77g, 77j, 77s, 77z-2, 77z-3, 
77eee, 77ggg, 77nnn, 77sss, 77ttt, 78c, 78d, 78e, 78f, 78g, 78i, 
78j, 78j-1, 78k, 78k-1, 78l, 78m, 78n, 78o, 78p, 78q, 78s, 78u-5, 
78w, 78x, 78ll, 78mm, 80a-20, 80a-23, 80a-29, 80a-37, 80b-3, 80b-4, 
80b-11, and 7201 et seq.; and 18 U.S.C. 1350, unless otherwise 
noted.

* * * * *


Sec.  240.30-11  [Amended]

0
12. Amend Sec.  240.0-11 by revising:
0
a. The heading to paragraph (d) ``Schedule 14D-1 filings.'' to read 
``Section 14(d)(1) filings.''; and
0
b. In paragraph (d), first sentence, the phrase ``At the time of filing 
a Schedule 14D-1,'' to read ``At the time of filing such statement as 
the Commission may require pursuant to section 14(d)(1) of the Act,''.
0
13. Revise the undesignated center heading ``Regulation 13D'' preceding 
Sec.  240.13d-1 to read ``Regulation 13D-G''.


Sec.  240.13d-101  [Amended]

0
14. Amend Sec.  240.13d-101, Schedule 13D, second paragraph, first 
sentence of the Notes that follow the Instructions for Cover Page by 
revising the cite ``(Schedule 13D, 13G, or 14D-1)'' to read ``(Schedule 
13D, 13G, or TO)''and remove the authority citations following the 
section.


Sec.  240.13d-102  [Amended]

0
15. Amend Sec.  240.13d-102, Schedule 13G, second paragraph, first 
sentence, of the Notes that follow the Instructions for Cover Page by 
revising the phrase ``(Schedule 13D, 13G or 14D-1)'' to read `` 
(Schedule 13D, 13G or TO)'' and removing the authority citations 
following the section.


Sec.  240.13e-3  [Amended]

0
16. Amend Sec.  240.13e-3 by removing and reserving paragraph (g)(3) 
and removing the authority citations following the section.
0
17. Amend Sec.  240.13e-4 by:
0
a. In paragraph (a)(3), second sentence, revise the cite ``Schedule 
13E-4'' to read ``Schedule TO'';
0
b. In paragraph (e)(2), first sentence, revise the cite ``(15 U.S.C. 
(15 U.S.C. 77j(a))'' to read ``(15 U.S.C. 77j(a))''; and

[[Page 17814]]

0
c. Revise Instruction 3 to Instructions to paragraph (h)(8) and (i).
    The revision reads as follows:


Sec.  240.13e-4  Tender offers by issuers.

* * * * *
    Instructions to paragraphs (h)(8) and (i) of this section:
* * * * *
    3. United States means the United States of America, its 
territories and possessions, any State of the United States, and the 
District of Columbia.
* * * * *


Sec.  240.13e-102  [Amended]

0
18. Amend Sec.  240.13e-102, Schedule 13E-4F, by:
0
a. Revising the phrase ``(202) 942-8900.'' to read ``(202) 551-8900.'' 
and the phrase ``(202) 942-2940.'' to read ``(202) 551-3610.'' in 
General Instruction II.A(1), second and third sentences;
0
b. Revising the phrase ``Schedule 13E-4'' to read ``Schedule TO'' in 
General Instruction III.A. each time it appears;
0
c. Revising the phrase ``provisions of section 13(e)(1)'' to read 
``provisions of section 13(e)(1) of the Exchange Act'' in General 
Instruction III.A.;
0
d. Revising the phrase ``Rule 10b-13 under the Exchange Act (Sec.  
240.10b-13)'' to read ``Rule 14e-5 under the Exchange Act (Sec.  
240.14e-5)'' in General Instruction III.C., first sentence; and
0
e. Revising the phrase ``Rule 10b-13'' to read ``Rule 10b-13, the 
predecessor to Rule 14e-5'' in General Instruction III.C., second 
sentence.


Sec.  240.14a-2  [Amended]

0
19. Amend Sec.  240.14a-2 by removing and reserving paragraph (a)(5).
0
20. Revise paragraph (a)(3)(i) of Sec.  240.14a-3 to read as follows:


Sec.  240.14a-3  Information to be furnished to security holders.

    (a) * * *
    (3) * * *
    (i) The solicitation relates to a business combination transaction 
as defined in Sec.  230.165 of this chapter, as well as transactions 
for cash consideration requiring disclosure under Item 14 of Sec.  
240.14a-101.
* * * * *


Sec.  240.14a-14  [Amended]

0
21. Amend Sec.  240.14a-14, paragraph (b), last sentence, by removing 
the phrase ``the Public Utility Holding Company Act of 1935,''.
0
22. Revise paragraph (m) of Sec.  240.14a-16 to read as follows:


Sec.  240.14a-16  Internet availability of proxy materials.

* * * * *
    (m) This section shall not apply to a proxy solicitation in 
connection with a business combination transaction, as defined in Sec.  
230.165 of this chapter, as well as transactions for cash consideration 
requiring disclosure under Item 14 of Sec.  240.14a-101.
* * * * *
0
23. Revise paragraph (d)(5)(iii)(A) of Sec.  240.14b-1 to read as 
follows:


Sec.  240.14b-1  Obligation of registered brokers and dealers in 
connection with the prompt forwarding of certain communications to 
beneficial owners.

* * * * *
    (d) * * *
    (5) * * *
    (iii) * * *
    (A) Legends 1 and 3 in Sec.  240.14a-16(d)(1); and
* * * * *
0
24. Revise paragraph (d)(5)(iii)(A) of Sec.  240.14b-2 to read as 
follows:


Sec.  240.14b-2  Obligation of banks, associations and other entities 
that exercise fiduciary powers in connection with the prompt forwarding 
of certain communications to beneficial owners.

* * * * *
    (d) * * *
    (5) * * *
    (iii) * * *
    (A) Legends 1 and 3 in Sec.  240.14a-16(d)(1); and
* * * * *
0
25. Amend Sec.  240.14d-1 by revising paragraph 4. of the Instructions 
to paragraphs (c) and (d) to read as follows:


Sec.  240.14d-1  Scope of and definitions applicable to Regulations 14D 
and 14E.

* * * * *
    Instructions to paragraphs (c) and (d):
* * * * *
    4. United States means the United States of America, its 
territories and possessions, any State of the United States, and the 
District of Columbia.
* * * * *
0
26. Amend Sec.  240.14d-3 by revising the introductory text of 
paragraph (a)(3) to read as follows:


Sec.  240.14d-3  Filing and transmission of tender offer statement.

    (a) * * *
    (3) Gives telephonic notice of the information required by Rule 
14d-6(d)(2)(i) and (ii) (Sec.  240.14d-6(d)(2)(i) and (ii)) and mails 
by means of first class mail a copy of such Schedule TO, including all 
exhibits thereto:
* * * * *


Sec.  240.14d-9  [Amended]

0
27. Amend Sec.  240.14d-9, paragraph (c)(1), by removing the phrase 
``eight copies of'' and removing the citations following the section.


Sec.  240.14d-100  [Amended]

0
28. Amend Sec.  240.14d-100, last sentence, in the Instruction to 
Signature by revising the phrase ``240.14d-1(f)'' to read ``240.14d-
1(h)''.


Sec.  240.14d-101  [Amended]

0
29. Amend Sec.  240.14d-101, last sentence in the Instruction to 
Signature, revise the phrase ``See Sec.  240.14d-1(f)'' to read ``See 
Sec.  240.14d-1(h)''.


Sec.  240.14d-102  [Amended]

0
30. Amend Sec.  240.14d-102 Schedule 14D1-F, by:
0
a. Revising the phrase ``(202) 942-8900.'' to read ``(202) 551-8900.'' 
and the phrase ``(202) 942-2940.'' to read ``(202) 551-3610.'' in the 
second and third sentences of General Instruction II.A.(1);
0
b. Revising each phrase ``Schedule 14D-1'' to read ``Schedule TO'' in 
General Instruction III.A.;
0
c. Revising the phrase ``with the provisions of sections 14(d)(1) 
through 14(d)(7)'' to read ``with the provisions of sections 14(d)(1) 
through 14(d)(7) of the Exchange Act,'' in General Instruction III.A.;
0
d. Revising the phrase ``Rule 10b-13'' to read ``Rule 14e-5'' in 
General Instruction III.C., first sentence;
0
e. Revising the phrase ``Sec.  240.10b-13'' to read ``Sec.  240.14e-5'' 
in General Instruction III.C. first sentence; and
0
f. Revising the phrase ``Rule 10b-13'' to read ``Rule 10b-13, the 
predecessor to Rule 14e-5'' in General Instruction III.C., second 
sentence.


Sec.  240.14d-103  [Amended]

0
31. Amend Sec.  240.14d-103, second and third sentences of General 
Instruction II.A.(1), revise the phrase ``(202) 942-8900.'' to read 
``(202) 551-8900.'' and the phrase ``(202) 942-2940.'' to read ``(202) 
551-3610.''.
0
32. Amend Sec.  240.14e-1 to revise paragraph (e) to read as follows:


Sec.  240.14e-1  Unlawful tender offer practices.

* * * * *
    (e) The periods of time required by paragraphs (a) and (b) of this 
section shall be tolled for any period during which the bidder has 
failed to file in electronic format, absent a hardship exemption 
(Sec. Sec.  232.201 and 232.202 of this chapter), the Schedule TO 
Tender Offer Statement (Sec.  240.14d-100), any tender offer material 
required to be filed by Item 12 of that Schedule pursuant to

[[Page 17815]]

paragraph (a) of Item 1016 of Regulation M-A (Sec.  229.1016(a) of this 
chapter), and any amendments thereto. If such documents were filed in 
paper pursuant to a hardship exemption (see Sec.  232.201 and Sec.  
232.202(d)), the minimum offering periods shall be tolled for any 
period during which a required confirming electronic copy of such 
Schedule and tender offer material is delinquent.

    Dated: March 17, 2008.

    By the Commission.
Florence E. Harmon,
Deputy Secretary.
 [FR Doc. E8-5708 Filed 3-31-08; 8:45 am]
BILLING CODE 8011-01-P