Securities Act Release No. 33-5811

February 28, 1977

Amendments to Prospectus Rules

AGENCY: Securities and Exchange Commission

ACTION: Final Rules.

SUMMARY: The Commission has amended the filing requirements of certain prospectuses and registration statements in a minor fashion. The amendments will reduce the number of copies of prospectuses required to be filed and require that certain data be set forth on the front pages of the documents in question. The amendments have been adopted in order to reduce the filing burden on issuers and to improve the processing time for the documents involved.

DATES: Effective Date: March 7, 1977.

FOR FURTHER INFORMATION CONTACT: Peter J. Romeo, Division of Corporation Finance, Securities and Exchange Commission, Washington, D.C. 20549 (202-755-1240).

SUPPLEMENTARY INFORMATION: The Commission announces the adoption of certain minor amendments to Rule 424 17 CFR 230.424 and Rule 429 17 CFR 230.429 under the Securities Act of 1933 15 U.S.C. 77a et seq., as amended by Pub. L. 94-29 (June 4, 1975). The amendments have been adopted without public notice and comment because the Commission finds that, for good cause, the notice and procedures specified in the Administrative Procedure Act 5 U.S.C. 553 are unnecessary.

DISCUSSION OF AMENDMENTS

Rule 424 requires an issuer to file with the Commission copies of all prospectuses used by it in connection with an effective registration statement or a radio or television broadcast. The number of copies required to be filed under Rule 424 varies, depending on the purpose for which the prospectus is used.

The Commission has amended Rule 424 in two respects. First, paragraphs (b) and (c) of the rule have been revised to reduce the number of copies required to be filed thereunder from 25 to 10. The reduction is intended to lessen the filing burden on issuers, and it is based on the Commissions determination that 10 copies of the documents in question will be sufficient for its purposes.

The second change in Rule 424 is the addition of a new paragraph (e) which will require issuers to include certain non-substantive information in the upper right corner of prospectuses filed under the rule. The information to be included will consist of the file number of the registration statement to which the prospectus relates and the paragraph of the rule under which the prospectus is being filed. The above information, which may be set forth in long-hand, will allow the Commissions staff to expedite the processing of Rule 424 prospectuses.

The Commission also has amended Rule 429 under the Securities Act. That rule permits an issuer under certain circumstances to use a combined prospectus for two or more registration statements. Although Rule 429 requires in paragraph (b) thereof that the latest registration statement or any amendment thereto indicate the earlier registration statements to which the combined prospectus relates, it has not previously stated where such information should be located. To cure this deficiency, the rule has been amended to state that the requisite information should appear at the bottom of the facing page of the document being filed. This change will assist issuers in complying with paragraph (b) of Rule 429 and will help expedite the processing of filings under that rule.

TEXT OF THE AMENDMENTS

17 CFR 230.424 is amended to read as follows:

§230.424 Filing of prospectuses, number of copies.

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(b) Within 5 days after the effective date of a registration statement or the commencement of a public offering after the effective date of a registration statement, whichever occurs later, 10 copies of each form of prospectus used after the effective date in connection with such offering shall be filed with the Commission in the exact form in which it was used; provided, however, that this paragraph shall not apply in respect of a form of prospectus contained in a registration statement and relating solely to securities offered at competitive bidding which prospectus is intended for use prior to the opening of bids.

(c) After the effective date of a registration statement no prospectus which purports to comply with section 10 of the Act and which varies from any form of prospectus filed pursuant to paragraph (b) of this rule shall be used until 10 copies thereof have been filed with, or mailed for filing to, the Commission, together with 5 copies of a cross reference sheet similar to that previously filed, if changed; provided, however, that this paragraph shall not apply in respect of a form of prospectus contained in a registration statement and relating solely to securities offered at competitive bidding which prospectus is intended for use prior to the opening of bids.

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(e) Each copy of a prospectus filed under this rule shall contain in the upper right corner of the cover page the paragraph of this rule under which the filing is made and the file number of the registration statement to which the prospectus relates. The information required by this paragraph may be set forth in longhand, provided it is legible.

17 CFR 230.249 is amended to read as follows:

§230.429 Prospectus relating to several registration statements.

(b) Where the use of a combined prospectus is permitted by paragraph (a), the filing of such prospectus as a part of the latest registration statement or compliance with any undertaking contained in such statement to file as an amendment thereto any prospectus which purports to meet the requirements of section 10(a)(3) of the Act, shall be deemed to constitute compliance with any similar undertaking contained in the earlier registration statements. The latest registration statement or any such amendment thereto shall indicate on the facing page at the bottom thereof the earlier registration statements to which the combined prospectus relates but copies of such prospectus need not be filed with such earlier statements.

(Secs. 6, 8, 10, 19(a), 48 Stat. 78, 79, 81, 85; Secs. 205, 209; 48 Stat. 906, 908; sec. 301, 54 Stat. 857; sec. 8, 68 Stat. 685; sec. 1, 79 Stat. 1051; 15 U.S.C. 77f, 77h, 77j, 77s(a)).

AUTHORITY FOR, AND OPERATION, OF THE AMENDMENTS

The foregoing amendments are adopted pursuant to the authority contained in Sections 6, 8, 10 and 19(a) of the Securities Act of 1933. Inasmuch as the amendments are of a minor nonsubstantive nature and will not require the filing of any additional materials, the Commission finds that, for good cause, the notice and procedures specified in the Administrative Procedure Act of 1946 5 U.S.C. 553 are unnecessary. Accordingly, the amendments are adopted effective March 7, 1977.

By the Commission.

George A. Fitzsimmons

Secretary