Securities Act Release No. 4761

Securities Exchange Act Release No. 7525

Amendments to Registration and Reporting Rules.

The Securities and Exchange Commission has adopted certain amendments to its General Rules and Regulations under the Securities Act of 1933 and the Securities Exchange Act of 1934.

The amendments to the rules under the Securities Act of 1933 reflect the new numbering of the subsections of Section 4 of the Act effected by the Securities Acts Amendments of 1964.

The amendments to the General Rules and Regulations under the Securities Exchange Act of 1934 make those rules generally applicable to issuers required to register securities pursuant to the new Section 12(g) of the Act. The changes are described in more detail below.

Rule 0-6 relating to disclosure detrimental to the national security has been amended to include a reference to registration statements as well as other documents filed with the Commission.

Regulation 12B, as amended, contains general rules relating to the registration of securities on a national securities exchange pursuant to Section 12(b) of that Act, registration pursuant to the new Section 12(g) of the Act, reports pursuant to Section 13 of the Act and reports pursuant to Section 15(d) of the Act by certain registrants under the Securities Act of 1933.

Regulation 13A contains certain special rules relating to periodic and other reports pursuant to Section 13 of the Act. The amendments to this regulation extend the applicability of those rules to reports filed pursuant to Section 13 by issuers having securities registered pursuant to Section 12(g).

Regulation 15D contains certain special rules relating to the filing of periodic and other reports required by Section 15(d) of the Act by certain issuers having securities registered under the Securities Act of 1933. The amendments to these rules conform them to the provisions of Section 15(d) of the Act as amended by the Securities Acts Amendments of 1964. In addition, Rule 15d-20, containing an exemption for certain closely held issuers from the reporting requirements of Section 15(d) of the Act, has been rescinded since it is no longer necessary under the provisions of the amended Section 15(d).

Section 16(a) of the Act, as amended by the Securities Acts Amendments of 1964, requires the directors, officers and principal equity security holders of listed companies and companies registered pursuant to the new Section 12(g) of the Act to file reports of their beneficial ownership of equity securities of their respective companies. The rules under this section have been amended to make them applicable to the additional reports required by the amended section.

The Securities Acts Amendments of 1964 redesignated Section 16(d) of the Act as "Section 16(e)."  Rule 16d-1, which relates to arbitrage transactions under Section 16, has been amended to redesignate it as "Rule 16e-1" and to make it apply to securities registered pursuant to the new Section 12(g) of the Act.

Rule 24b-2, which provides a procedure for making formal objection to the public disclosure of information required to be filed with the Commission under the Act, has been amended to include a reference to registration statements and to make clear that it refers to material contracts filed under the Act. It has also been amended to make clear that only registration on an exchange may be withdrawn if confidential treatment requested under the rule is denied.

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The foregoing action, taken pursuant to Sections 12, 13, 15(d), 16, 23(a) and 24(b) of the Securities Exchange Act of 1934, shall become effective March 8, 1965.

By the Commission.