[REQUEST LETTER]LATHAM & WATKINS1001 PENNSYLVANIA AVE., N.W., SUITE 1300 WASHINGTON, D.C. 20004-2505 (202) 637-2200 April 4,1996
Associate Director (Legal) Division of Corporation Finance Securities and Exchange Commission 450 Fifth Street, N.W. Washington, D.C. 20549
In an offering of a series of Securities in February 1996, Greenwood and the Trust, in reliance on prior no-action letters 1 and following discussions with you, delivered to potential investors a Series Term Sheet that combined a Collateral Term Sheet with a Structural Term Sheet. 2 The Series Term Sheet contained a legend similar to that described in the 1995 PSA letter. Since the Series Term Sheet combined the information from a final Collateral Term Sheet with information from a preliminary Structural Term Sheet, it was filed on Form 8-K within two business days of first use. Since no subsequent Series Term Sheet reflecting the final terms of the offering was used, final terms of the offering were reflected solely in the final prospectus supplement which was filed pursuant to Rule 424(b) and delivered (together with the final prospectus) to investors with the confirmations. The final prospectus supplement was also filed on Form 8-K concurrently with the Rule 424(b) filing thereof. Pursuant to Rule 412(a) under the Securities Act, the information contained in the final prospectus supplement superseded any preliminary information contained in the Series Term Sheet. Greenwood proposes to follow this procedure with respect to Series Term Sheets it uses for future offerings of Securities. The disclosure provided and procedures followed by Greenwood and the Trust are consistent with the PSA Letters. Based on the foregoing, Greenwood and the Trust respectfully request confirmation that the Staff will not recommend that the Commission take enforcement action under Section 5 of the Securities Act with respect to Greenwood and the Trust (or any underwriter or broker-dealer acting in connection with an offering of Securities by the Trust), in the circumstances described above (including compliance with the filing procedures described above). If you have any questions regarding this letter, please call Carl E. Witschy at (312) 876-7695, Ellen L. Marks at (312) 876-7626 or the undersigned at (202) 637-2242. Very truly yours, John J. Huber of LATHAM & WATKINS [SEC STAFF REPLY LETTER] April 5, 1996 RESPONSE OF THE OFFICE OF CHIEF COUNSEL DIVISION OF CORPORATION FINANCE
Asset-Backed Securities Incoming letter dated April 4, 1996 The Division confirms that issuers of ABS (as defined in your letter) may rely on the Divisions response in Kidder, Peabody Acceptance Corporation I (available May 20, 1994), Public Securities Association (available May 27, 1994) and Public Securities Association (available February 17, 1995). Accordingly, the Division will not recommend to the Commission any enforcement action under Section 5 of the Securities Act of 1933 if, in connection with the offer and sale of ABS in underwritten transactions, Greenwood Trust Company and Discover Card Master Trust I (or any underwriter or broker-dealer acting on their behalf) furnish to prospective investors written Series Term Sheets (as defined in your letter) regarding such securities after the effective date of a registration statement and before availability of the final prospectus. This position assumes that the Series Term Sheets are filed as described in your letter. Because this position is based on the representations made to the Division in your letter, it should be noted that any other facts or conditions might require another result. Further, this position merely represents the Divisions position on enforcement and does not represent any legal opinion on the issue presented. Sincerely, Mark S. Britton Attorney-Advisor 1Mortgage and Asset-Backed Securities (avail. May 20, 1994) (response to no-action request on behalf of Kidder, Peabody Acceptance Corporation I and certain of its affiliates (the "KPAC Letter")); Public Securities Association (avail. May 27, 1994) (response to no-action request by PSA to permit other issuers and underwriters to rely on the no-action position in the KPAC Letter) (the "1994 PSA Letter"); Public Securities Association (avail. February 17, 1995) (response to no-action request of PSA supplementing previous no-action position regarding distribution of certain written materials in connection with ABS offerings) (the "1995 PSA Letter," and together with the 1994 PSA Letter, the "PSA Letters"). 2The 1995 PSA Letter described two types of ABS term sheets: (1) Structural Term Sheets, which would provide "brief written descriptions of the securities to be offered that set forth the name of the issuer, the size of a potential offering, the structure of the offering ... and miscellaneous similar items"; and (2) Collateral Term Sheets, which would provide "descriptive information about the assets underlying an ABS offering." See the 1995 PSA Letter, supra note 1. |
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