Release No. 33-6384

Release No. 34-18525

March 3, 1982

Rescission of Guides and Redesignation of Industry Guides

Action: Final rules.

Summary: The Commission today authorized (1) the rescission of the Guides for the Preparation and Filing of Registration Statements and Reports, with the exception of those guides which set forth disclosure guidelines for registrants in particular industries; (2) the redesignation of the remaining guides as Securities Act and Exchange Act Industry Guides; and (3) the recasting of the disclosure requirements for oil and gas operations, formerly contained in Item 2(b) of Regulation S-K, as an industry guide. This action is taken as part of the Commissions program to integrate the disclosure requirements of the Securities Act of 1933 and the Securities Exchange Act of 1934.

EFFECTIVE DATE: May 24, 1982.

FOR FURTHER INFORMATION CONTACT: Prior to the effective date, contact Robert Pincus, Office of Disclosure Policy, Division of Corporation Finance, Securities and Exchange Commission, 500 North Capitol Street, Washington, D.C. 20549 (202-272-2589); thereafter contact Norman R. Schou, Office of Chief Counsel, Division of Corporation Finance, Securities and Exchange Commission, 500 North Capitol Street, Washington, D.C. 20549 (202-272-2573).

SUPPLEMENTARY INFORMATION: The Securities and Exchange Commission today authorized the rescission by the Division of Corporation Finance of all of the Guides for the Preparation and Filing of Registration Statements and Reports ("the Guides") under the Securities Act of 1933 15 U.S.C. 77a et seq., as amended ("Securities Act") and the Securities Exchange Act of 1934 15 U.S.C. 78a et seq., as amended ("Exchange Act"), other than those which set forth disclosure guidelines applicable to specific industries. ¹ The remaining guides have been redesignated as Securities Act Industry Guides and Exchange Act Industry Guides and a listing of such guides is contained in Items 801 and 802 of Regulation S-K 17 CFR Part 229, the central repository of disclosure requirements under the Securities Act and the Exchange Act. ² The Division also has recast the disclosure requirements for oil and gas operations, formerly contained in Item 2(b) of Regulation S-K, as an industry guide.

The Guides, as originally adopted in 1968, ³ served as an expression of the policies and practices of the Division of Corporation Finance. They were of assistance to issuers, their counsel and others preparing registration statements and reports, as well as to the Commissions staff. Subsequently, the Guides were modified and expanded and additional guides added serially on an ad hoc basis. ⁴ Prior to 1980, however, the Guides had never been the subject of an overall review. Consistent with the Commissions "sunset" review of existing rules and regulations and the recommendation of the Advisory Committee on Corporate Disclosure, ⁵ the Commission undertook a sunset review of the Guides.

This review of the Guides was an integral part of the integration program and was undertaken in three stages. Initially, the Commission issued a concept release in December 1979, soliciting comments to assist in the reevaluation of the Guides. ⁶ In response to those comments the Commission issued a second release proposing the deletion of certain guides, as well as the centralization of others into its rules and regulations. ⁷ In August 1981, the final integration proposals with respect to the Guides were published. ⁸

In response to the comments received with respect to these proposals, outdated or inappropriate guides were deleted while centralizing others into its rules and regulations. ⁹ Those guides which relate to procedural matters have been incorporated into Regulation C 17 CFR 230.400 through 230.494 and the General Rules under the Securities Act and Exchange Act, while those guides relating to disclosure requirements have been conformed and incorporated into Regulation S-K.

Those guides which set forth disclosure guidelines applicable to specific industries have been redesignated as Industry Guides which will be listed in Items 801 (Securities Act Industry Guides) and 802 (Exchange Act Industry Guides) of Regulation S-K. The list of industry guides has been moved into Regulation S-K, which serves as the central repository of disclosure requirements under the Securities Act and the Exchange Act, in order to more effectively put registrants on notice of their existence. These guides remain as an expression of the policies and practices of the Division of Corporation Finance and their status is unaffected by this change.

Table of Contents

I. Synopsis

This section is organized into three parts: (1) The rescission of Guide 57 (Registration statements relating to "insurance premium funding" programs); (2) the redesignation of those existing guides which are industry specific, as industry guides under the Securities Act and the Exchange Act; and (3) the designation of the new guides which are adopted today.

A. Rescission of Guide 57

Securities Act Guide 57--Registration Statements Relating to "Insurance Premium Funding" Programs.

Although Guide 57 was proposed to be reclassified as an industry guide in the S-K Release, ¹⁰ the Commission has determined that it is outdated and therefore is rescinding it.

B. Redesignation of Existing Guides

1. Securities Act Guide 30--Disclosure of Principal Sources of Electric and Gas Revenues.

Guide 30 has been redesignated as Securities Act Industry Guide 1. ¹¹

2. Securities Act Guide 55--Prospectuses Relating to Interests in Oil and Gas Programs.

Guide 55 has been redesignated as Securities Act Industry Guide 4.

3. Securities Act Guide 60--Preparation of Registration Statements Relating to Interests in Real Estate Limited Partnerships.

Guide 60 has been redesignated as Securities Act Industry Guide 5. ¹²

4. Securities Act Guide 61 and Exchange Act Guide 3--Statistical Disclosure by Bank Holding Companies.

These guides have been redesignated as Securities Act Industry Guide 3 and Exchange Act Industry Guide 3, respectively.

5. All other Securities Act and Exchange Act Guides have been rescinded.

C. Designation of New Industry Guides

1. Exchange Act Industry Guide 1--Disclosure of Principal Sources of Electric and Gas Revenues.

Pursuant to industry practice, the information called for by Guide 30 is included in registration statements on Form 10 and reports filed on Form 10-K under the Exchange Act. Accordingly, this guide has been modified to make it applicable to the Exchange Act and designated as Exchange Act Industry Guide 1.

    2. Disclosure of Oil and Gas Operations.

The disclosure requirement for oil and gas operations, which formerly was contained in Item 2(b) of Regulation S-K, has been recast as Securities Act Industry Guide 2 and Exchange Act Industry Guide 2. This change is consistent with the determination to place all industry specific information into the Industry Guides.

II. Text of New Industry Guides and Amendments to Redesignated Guides

The text of the new industry guides is set out in full below. Additionally, amendments to those redesignated industry guides, which were required to conform with the various components of the integrated disclosure system, also are set forth.

A. Securities Act Industry Guides ¹³

Guide 1. Disclosure of Principal Sources of Electric and Gas Revenues.

In registration statements filed on Form S-1 or S-2 by electric or gas utilities, the principal classes of service from which electric or gas revenues are derived should be furnished.

Guide 2. Disclosure of Oil and Gas Operations.

If oil and gas operations are material to the registrants and its subsidiaries business operations or financial position, the disclosure specified in this Guide should be included under appropriate captions (in tabular form, if practicable, and with cross references, where applicable, to related information disclosed in financial statements). Provided however, That limited partnerships or joint ventures that conduct, operate, manage, or report upon oil and gas drilling or income programs, that acquire properties either for drilling and production, or for production of oil, gas, or geothermal steam or water, need not include such disclosure and, Provided further, That any registrant qualifying for the exemption provided in §210.4-10(k) of Regulation S-X need not provide any such information.

Note.-- Limited partnerships exempted from the disclosure required in this Guide by the first proviso above remain subject to disclosure requirements of §210.4-10(k) of Regulation S-X. See discussion in Accounting Series Release No. 257 (Dec. 19, 1978) 43 FR 60404; and Staff Accounting Bulletin No. 40, Topic 6(d)(3)(c) 17 CFR 211 (Jan. 23, 1981).

1. Reserves

A. As of the end of each of the last three fiscal years estimated net quantities of:

(i) Proved oil and gas reserves;

(ii) Proved developed oil and gas reserves;

(iii) Oil and gas applicable to long-term supply or similar agreements with foreign governments or authorities in which the registrant acts as producer; and

(iv) The registrants share of reserves of investees accounted for by the equity method.

B. For each of the net quantities reported, the present value of estimated future net revenues, computed in accordance with §210.4-10(k)(6) of Regulation S-X.

C. Instructions. If these reserves are located entirely within the registrants home country, that fact should be disclosed. If some or all of the reserves are located in foreign countries, the disclosure of net quantities of reserves of oil and gas and present value of estimated future net revenues (as required above) should be reported separately for the entitys home country (if significant reserves are located there) and each foreign geographic area in which significant reserves are located. Foreign geographic areas should consist of those individual countries or groups of countries, as appropriate, for meaningful disclosure in the circumstances.

Disclosure should be given of the effect on ownership of reserves of any takeover or nationalization within the most recent fiscal year by foreign governments of properties owned by the registrant, including any change of a property interest into a long-term supply, purchase or similar agreement.

If any foreign government restricts the disclosure of estimated reserves for properties under its governmental authority or amounts under long-term supply, purchase or similar agreements, the registrant should notify the Office of Engineering, Division of Corporation Finance, of the Commission. If the required information is not disclosed or if categories of reserves other than proved are disclosed because of requirements of foreign or state law, the documents should identify the country or state, cite the law or regulation which restricts or requires such disclosure, and indicate that the reported reserve estimates or amounts do not include figures for the named country or that the reserve estimates included reserves other than proved.

If no major discovery or other favorable or adverse event that is believed to have caused a significant change in the estimated proved reserves has occurred since the end of the most recent fiscal year, a statement to that effect should be made; otherwise, an explanation of any such discovery or event should be provided, including, to the extent reasonable, an estimate of the proved oil and gas reserves associated with such discovery or event.

2. Reserves Reported to Other Agencies

Any estimates of total, proved net oil or gas reserves filed with or included in reports to any other Federal authority or agency since the beginning of the last fiscal year (or a statement that there were none), together with the name of the authority or agency and an explanation of the reasons for differences, if any, between such estimates and the estimates included in the document. This requirement should not apply if the difference between the total reserve estimate included in the Commission filing and the total reserve estimate file with the Federal authority or agency does not exceed five percent. However, a statement that the difference does not exceed five percent should be included.

3. Production

A. Net quantities of oil (including condensate and natural gas liquids) and of gas produced for each of the last three fiscal years and the net quantities of each received during each of these years applicable to long-term supply or similar agreements with foreign governments or authorities in which the registrant acts as producer, by areas no larger than the geographic areas used for estimated reserves in paragraph 1 of this Guide.

B. For each of the last three fiscal years by the same geographic areas for which production data are required:

(i) The average sales price (including transfers) per unit of oil produced and of gas produced;

(ii) The average production cost (lifting cost) per unit of production.

C. Instructions. Generally, net production should include only production that is owned by the registrant and produced to its interest, less royalties and production due others. However, in special situations (e.g., foreign production) net production before royalties may be provided if more appropriate. If "net before royalty" production figures are furnished, the change from the common usage of "net production" should be noted.

Any part of natural gas liquids production obtained through or from processing plant ownership rather than through leasehold ownership should be reported separately, if material.

Production of natural gas should include only marketable production of gas on an "as sold" basis. Production will include dry, residue, and wet gas, depending on whether liquids have been extracted before the registrant passed title. Flared gas, injected gas and gas consumed in operations should be omitted. Recovered gas-lift gas and reproduced gas should not be included until sold.

The transfer price of oil and gas produced should be determined in accordance with §210.4-10(k)(4) of Regulation S-X.

The average production cost per unit of production should be computed using production costs disclosed pursuant to §210.4-10(k)(3) of Regulation S-X. Units of production should be expressed in common units of production with oil or gas converted to a common unit of measure on the basis used in computing amortization (relative energy content or gross revenue method). See §210.4-10(e)(3) or §210.4-10(i)(3)(iii) of Regulation S-X, whichever is appropriate.

4. Productive Wells and Acreage

A. As of a reasonably current date or as of the end of the most recent fiscal year, the total gross and net productive wells, expressed separately for oil and gas, and the total gross and net developed acres (i.e., acres spaced or assignable to productive wells) by the geographic areas for which production data are required pursuant to paragraph 3 of this Guide.

B. Instructions. For purposes of this paragraph, one or more completions in the same bore hole should be counted as one well. A footnote should disclose the number of wells with multiple completions. If one of the multiple completions in a given well is an oil completion, the well should be classified as an oil well.

A gross well or acre is a well or acre in which a working interest is owned. The number of gross wells is the total number of wells in which a working interest is owned.

A net well or acre is deemed to exist when the sum of fractional ownership working interests in gross wells or acres equals one. The number of net wells or acres is the sum of the fractional working interests owned in gross wells or acres expressed as whole numbers and fractions thereof.

For those unusual situations in which gross and net data cannot be supplied, alternative disclosure should be furnished that adequately describes the registrants productive wells and developed acreage.

Productive wells are producing wells and wells capable of production.

5. Undeveloped Acreage

As of a reasonably current date or as of the end of the most recent fiscal year, the amounts of undeveloped acreage, both leases and concessions, if any, expressed in both gross and net acres by appropriate geographic area, together with an indication of acreage concentrations, and, if material, the minimum remaining terms of leases and concessions. Undeveloped acreage is considered to be those leased acres on which wells have not been drilled or completed to a point that would permit the production of commercial quantities of oil and gas regardless of whether or not such acreage contains proved reserves. Undeveloped acreage should not be confused with undrilled acreage Held by Production under the terms of a lease.

6. Drilling Activity

A. For each of the last three fiscal years by appropriate geographic areas:

(i) The number of net productive and dry exploratory wells drilled; and

(ii) The number of net productive and dry development wells drilled.

B. Instructions. A dry well (hole) is an exploratory or a development well found to be incapable of producing either oil or gas in sufficient quantities to justify completion as an oil or gas well.

A productive well is an exploratory or a development well that is not a dry well.

The number of wells drilled refers to the number of wells (hole) completed at any time during the fiscal years, regardless of when drilling was initiated.

The term "completion" refers to the installation of permanent equipment for the production of oil or gas, or, in the case of a dry hole, to the reporting of abandonment to the appropriate agency.

7. Present Activities

Present activities, such as the number of wells in process of drilling (including wells temporarily suspended), waterfloods in process of installation, pressure maintenance operations, and any other related operations of material importance by appropriate geographic areas. This description of present activities should be provided for an "as of" date as close to the date of filing the document as reasonably possible or as of the end of the most recent fiscal year. The disclosure of wells in the process of being drilled should include only those wells actually being drilled at the "as of" date and should be expressed in terms of both gross and net wells. The disclosure should not include wells planned but not commenced, unless there are factors which make such information material.

8. Delivery Commitments

If the registrant is obligated to provide a fixed and determinable quantity of oil or gas in the future under existing contracts or agreements, material information concerning the estimated availability of oil and gas from any principal sources.

A. Such information should be furnished as to current and future reserves and supplies, and should:

(i) Identify the principal sources of oil and gas to be relied upon and the total available amounts expected to be received from each principal source and from all sources combined;

(ii) Disclose the total quantities of oil and gas which are subject to delivery commitments; and

(iii) Indicate steps taken to insure available reserves and supplies are sufficient to meet such commitments. Such future information should be provided for an appropriate period of one to three years.

B. The term "availability" is used herein to mean an estimate of that quantity of oil and gas which can be produced from current proved developed reserves using presently installed equipment under existing economic and operating conditions and an estimate of amounts that can be delivered to the registrant under long-term contracts or agreements on a per-day, per-month or per-year basis.

C. The registrant should develop disclosure based upon the facts and circumstances of its particular situation, including disclosure by appropriate geographic areas. Such disclosure should be in a form understandable to investors and should include, but not be limited to, a description of the following factors:

(i) Significant supplies dedicated or contracted to the registrant;

(ii) Any significant amounts of reserves or supplies subject to priorities or curtailments which may affect quantities delivered to certain classes of customers, such as customers receiving services under low priority and interruptible contracts;

(iii) Any priority allocations or price limitations imposed by Federal or State regulatory agencies, as well as other factors beyond the control of the registrant which may affect the ability of the registrant to meet its contractual obligations (detailed discussions of price regulation need not be furnished);

(iv) Any other factors beyond the control of the registrant, such as other parties having control over the drilling of new wells, competition for the acquisition of reserves and supplies, and the availability of foreign reserves and supplies which may affect the ability of the registrant to acquire additional reserves and supplies, or to maintain or increase the availability of reserves and supplies; and

(v) Any impact on the registrants earnings and financing needs resulting from its inability to meet short or long-term contractual obligations. See Item 303 of Regulation S-K.

D. If within the last three years the registrant has been unable to meet any significant delivery commitments, describe the circumstances concerning such events and the impact on the registrant.

Guide 4. Prospectus Relating to Interests in Oil and Gas Programs. ¹⁴

Disclosure in prospectuses relating to oil and gas drilling programs should appear in the sequence indicated below, except that the table of contents, required by Item 502(g) of Regulation S-K to be included in the forepart of the prospectus may be inserted at any appropriate place in the sequence of disclosures.

* * * * *

1. Summary of Program. * * *

The tabular presentation specified in Item 501(g) of Regulation S-K may be omitted;

* * * * *

11. Management. Include the disclosures required by Items 401 through 403 of Regulation S-K as to, respectively, the management and operating companies.

* * * * *

Guide 5. Preparation of Registration Statements Relating to Interests in Real Estate Limited Partnerships. ¹⁵

* * * * *

1. Cover page.

* * * * *

B. The cover page should set forth, in addition to basic information about the offering, the termination date of the offering, any minimum required purchase and any arrangements to place the funds received in an escrow trust or similar arrangement.

* * * * *

4. Compensation and fees to the general partners and affiliates.

* * * * *

D. Where the General Partner or an affiliate receives a disproportionate interest in the partnership in relation to its own contribution, registrants attention is directed to Item 506 of Regulation S-K. A bar chart comparison of the various interests and contributors should be provided.

* * * * *

6. Fiduciary responsibility of the General partner.

* * * * *

Indemnification.

* * * * *

Registrants attention is also directed to Items 510 and 512(i) of Regulation S-K relating to disclosure of indemnification agreements.

7. Risk factors.

A. This section should include a carefully organized series of short, concise subcaptioned paragraphs, with cross-references to fuller discussion where appropriate, summarizing the principal risk factors applicable to the offering and to the partnerships particular plan of operations. The risk factors section should be brief.

* * * * *

8. Prior performance of the general partner and affiliates.

* * * * *

B. The information required by Item 401(f) of Regulation S-K applies to the General Partner (its officer and directors, if a corporation) or any of its affiliates who may be doing business with the partnership should be included.

* * * * *

9. Management.

A. If a material portion of the maximum net proceeds (allowing for reserves) is not committed to specific properties, disclosure should be made of the identity of the individuals who will make the investment decisions with appropriate background information including that required by Item 401(f) of Regulation S-K.

* * * * *

21. Undertakings.

* * * * *

D. * * *

The registrant undertakes to file a current report on Form 8-K to reflect each commitment (i.e., the signing of a binding purchase agreement made after the effective date of the offering involving the use of 10% or more (on a cumulative basis) of the net proceeds of the offering and to provide the information contained in such report to the Limited Partners at lest once each quarter after the distribution period of the offering has expired. The report to Limited Partners will contain the financial statements required by Rule 3-14 of Regulation S-X, or, at the discretion of the registrant, a summary of the full financial statements with a statement that the full financial statements will be sent upon request.

* * * * *

Table II

* * * * *

9. CASH GENERATED (DEFICIENCY) ¹⁶ $____________________

10. Cash Distribution to Partners $____________________

* * * * *

12. Special Items ¹⁷

* * * * *

Federal Income Tax Deductions ¹⁸

* * * * *

Cash Distribution to Partners

* * * * *

Instruction: The foregoing tabulation should include: (a) Summary Income and Expense Data prepared on the basis of Generally Accepted Accounting Principles (GAAP), (b) adjustments necessary to GAAP Net Income (Loss) to compute Taxable Income (Loss), (c) adjustments necessary to Taxable Income to compute Cash Generated (Deficiency) and (d) Tax Deductions and cash distribution data both on an income and cash basis.

B. Exchange Act Industry Guides ¹⁹

Guide 1. Disclosure of Principal Sources of Electric or Gas Revenues.

In registration statements filed on Form 10 or reports filed on Form 10-K by electric or gas utilities, the principal classes of service from which electric or gas revenues are derived should be furnished.

Guide 2. Disclosure of Oil and Gas Operations.

(The text of this Guide is the same as Securities Act Industry Guide 2--Disclosure of Oil and Gas Operations)

III. Revisions of 17 CFR Parts 231 and 241

17 CFR Chapter II is amended as follows:

PART 231--INTERPRETIVE RELEASES RELATING TO THE SECURITIES ACT OF 1933 AND GENERAL RULES AND REGULATIONS THEREUNDER

* * * * *

1. Part 231 is amended by rescinding the following guides of the Guides for the Preparation and filing of Registration Statements Under the Securities Act of 1933:

Guide 1--Pre-filing conferences with registrants.

Guide 2--Letter of comment.

Guide 3--Applicability of amended rules and forms to previously filed statements.

Guide 4--Registration of securities for delayed offering.

Guide 5--Preparation of prospectuses.

Guide 6--Introductory statements.

Guide 7--Dating of prospectuses.

Guide 8--Pictorial or graphic representation in prospectuses.

Guide 9--Promoters.

Guide 10--Registration of options, warrants or rights and other securities issued or sold to underwriters.

Guide 11--Finders.

Guide 12--Over-the-counter trading in rights or warrants.

Guide 13--Market quotations--Absence of established market.

Guide 14--Underwriters compensation from conversion of funds into foreign currency.

Guide 15--Expenses of issuance and distribution.

Guide 16--Underwriters experience and due diligence inquiry.

Guide 17--Disclosure of underwriting discounts and commissions.

Guide 18--Original issue discount of debt securities.

Guide 19--Distribution of preliminary prospectus.

Guide 20--Mailing of amended preliminary prospectus to regional offices.

Guide 21--Use of proceeds.

Guide 24--Currencies in which amounts are to be stated by foreign issuers.

Guide 25--Manner of showing distributions by real estate syndicates and real estate investment trusts.

Guide 27--Names of customers and competitors.

Guide 28--Disclosure of extractive reserves and natural gas supplies.

Guide 29--Disclosure of material long-term leases.

Guide 31--Disclosure of recent developments--Backlog.

Guide 32--Liability of shareholders to laborers, servants or employees under state law.

Guide 33--Notice of redemption of convertible securities or callable warrants.

Guide 34--Executive committee.

Guide 35--Identification of members of board of directors selected by the underwriters.

Guide 36--Effect of issuance of options or warrants to certain persons.

Guide 37--Consents of accountants.

Guide 38--Consents of attorneys.

Guide 39--Charter amendments authorizing new securities.

Guide 40--Underwriting agreements.

Guide 41--Specimen bond.

Guide 42--Reports or memoranda concerning the registrant.

Guide 43--Representations from selling security holders.

Guide 44--Securities Act exemption for shares subject to option.

Guide 45--Information as to over-the-counter market for securities to be registered.

Guide 46--Statement as to indemnification.

Guide 47--Enforceability of civil liabilities under the Act against foreign persons.

Guide 48--Annual reports to security holders.

Guide 49--Revision of prospectuses where a company and its employee plan have different fiscal years.

Guide 50--Disclosure of confidential material to other government agencies.

Guide 51--Release of price data on subscription offerings by listed companies.

Guide 52--Disclosure as to listing on an exchange.

Guide 53--Secondary distributions "at the market".

Guide 54--Misleading character of certain registrants names.

Guide 56--Interests of counsel and experts in the registrant.

Guide 57--Registration statements relating to "insurance premium funding" programs.

Guide 58--Disclosure in prospectus of registrants business address and telephone number.

Guide 59--Summary of disclosure in the prospectus.

Guide 62--Disclosure of projections of future economic performance.

Guide 63--Disclosure relating to management remuneration by certain foreign private issuers.

2. Part 231 is amended by redesignating Guide 30--"Disclosure of Principal Sources of Electric and Gas Revenues" of the Guides for the Preparation and Filing of Registration Statements under the Securities Act of 1933 as Securities Act Industry Guide 1.

3. Part 231 is amended by redesignating Guide 55--"Prospectuses Relating to Interests in Oil and Gas Programs" of the Guides for the Preparation and Filing of Registration Statements under the Securities Act of 1933 as Securities Act Industry Guide 4.

4. Part 231 is amended by redesignating Guide 60--"Preparation of Registration Statements Relating to Interests in Real Estate Limited Partnerships" of the Guides for Preparation and Filing of Registration Statements under the Securities Act of 1933 as Securities Act Industry Guide 5.

5. Part 231 is amended by redesignating Guide 61--"Statistical Disclosure by Bank Holding Companies" of the Guides for Preparation and Filing of Registration Statements under the Securities Act of 1933, as Securities Act Industry Guide 3.

6. Part 231 is amended by adding this release, Release No. 33-6384 (March 3, 1982) to the list of interpretive releases set forth thereunder.

PART 241--INTERPRETIVE RELEASES RELATING TO THE SECURITIES EXCHANGE ACT OF 1934 AND THE GENERAL RULES AND REGULATIONS THEREUNDER

7. Part 241 is amended by rescinding the following Guides for the Preparation and Filing of Reports and Proxy and Registration Statements under the Securities Exchange Act of 1934:

Guide 2--Disclosure of extractive reserves and natural gas supplies.

Guide 4--Integrated reports to security holders.

Guide 5--Disclosure of projections of future economic performance.

8. Part 241 is amended by redesignating Guide 3--"Statistical Disclosure by Bank Holding Companies" of the Guides for the Preparation and Filing of Reports and Proxy and Registration Statements under the Securities Exchange Act of 1934, as Exchange Act Industry Guide 3.

9. Part 241 is amended by adding this Release, Release No. 34-18525 (March 3, 1982) to the list of interpretive releases set forth thereunder.

By the Commission

George A. Fitzsimmons,

Secretary

FR Doc. 82-6688 Filed 3-12-82; 8:45 am

¹ The existing Guides which are retained are: Securities Act Guide 30--Disclosure of Principal Sources of Electric and Gas Revenues; Securities Act Guide 55--Prospectuses Relating to Interests in Oil and Gas Programs; Securities Act Guide 60--Preparation of Registration Statements Relating to Interests in Real Estate Limited Partnerships; and Securities Act Guide 61 and Exchange Act Guide 3--Statistical Disclosure by Bank Holding Companies.

²See Release No. 33-6383 (March 3, 1982) (the "1982 Integration Release").

³See Release No. 33-4936 (December 9, 1968) 33 FR 18617.

⁴ Fifty-three Guides were adopted in December of 1968 and subsequently ten guides for the preparation and filing of registration statements under the Securities Act, as well as five guides for the preparation and filing of periodic reports under the Exchange Act have been added.

⁵See Report of the Advisory Committee on Corporate Disclosure to the Securities and Exchange Commission. Committee Print 95-29. House Committee on Interstate and Foreign Commerce, 95th Cong., 1st Sess. (1977).

⁶See Release No. 33-6163 (December 5, 1979) 44 FR 72604.

⁷See Release No. 33-6276 (December 23, 1980) 46 FR 78.

⁸See Release No. 33-6332 (August 18, 1981) 46 FR 41925 (the "S-K Release") for a table indicating the disposition of each of the Guides.

⁹See 1982 Integration Release, specifically Regulation S-K and Regulation C, for the centralization of the guides.

¹⁰See the S-K Release, 46 FR at 41971.

¹¹See Paragraph C.1. below for the designation of Securities Act Guide 30 as Exchange Act Industry Guide 1.

¹²See Release No. 33-6354 (October 14, 1981) 46 FR 50553 for the proposed revisions to Guide 60. The Commission expects to act on these proposals shortly.

¹³ Securities Act Industry Guide 3 Statistical Disclosure by Bank Holding Companies is not set forth in this section, as no changes have been made to its text. For the full text of this guide see Release Nos. 33-5735 (August 31, 1976) 41 FR 39007; and 33-6221 (July 8, 1980) 45 FR 47138.

¹⁴ For the full text of Securities Act Industry Guide 4, see Release No. 33-5036 (January 19, 1970).

¹⁵ For the full text of Securities Act Industry Guide 5, see Release Nos. 33-5465 (March 1, 1974) 30 FR 10278; and 33-5745 (September 27, 1976) 41 FR 43398.

¹⁹ Exchange Act Industry Guide 3 (Statistical Disclosures by Bank Holding Companies) is not set forth in this section as no changes were made to us text. For the full text of this guide see Release No. 33-5735 (August 31, 1976) 47 FR 39007; and 33-6221 (July 8, 1980) 45 FR 47138.

¹⁶ All sources and uses of cash from refinancings, purchase and sales of properties, loans and other similar items not directly associated with partnership operations, which result in a material cash effect, should be individually disclosed in line 13 for those periods in which such transactions occur.

¹⁷ Any expense items challenged by IRS should be indicated in a footnote.

¹⁸ In any interim period * * *