Release No. 33-6414

Release No. 34-18853

June 29, 1982

Changes to Rules Containing Dollar Exemptive Limits; Repeal of Certain Rules

ACTION: Adoption of amendments to rules; rescission of certain rules.

SUMMARY: The Commission is adopting amendments to certain exemptive rules under the Securities Act of 1933 and the Securities Exchange Act of 1934 that would increase the dollar limits on exemptions from statutory provisions to reflect the effects of inflation. The Commission also is rescinding certain rules that have become obsolete because of Congressional or judicial action or the passage of time. The amendments and rescissions are part of an ongoing effort to update regulations and to eliminate obsolete or outmoded requirements wherever possible, consistent with investor protection.

EFFECTIVE DATE: Thirty days after publication in the Federal Register. Persons wishing to rely on the amendments may, however, do so immediately upon such publication.

FOR FURTHER INFORMATION CONTACT: Ann M. Glickman at (202) 272-2573, Division of Corporation Finance, Securities and Exchange Commission, Washington, D.C. 20549.

SUPPLEMENTARY INFORMATION: On April 1, 1982, the Commission published for public comment proposals to amend or to rescind certain exemptive rules under the Securities Act of 1933 (15 U.S.C. 77) (the "Securities Act") and the Securities Exchange Act of 1934 (15 U.S.C. 78) (the "Exchange Act") which either contain dollar limitations or provide temporary exemptions (Release No. 33-6393 (47 FR 16043) ("April Release")). Specifically, the Commission proposed to increase the dollar limits in paragraphs (a)(2) and (b) of Rule 16a-9 (17 CFR 240.16a-9) from $3,000 to 10,000; in Rule 236 (17 CFR 230.236) from $100,000 to $300,000; and in Rule 237 (17 CFR 230.237) from $50,000 to $100,000 to reflect the effect of inflation since the adoption of such rules. The Commission also proposed to rescind five rules because they are either obsolete or outdated. Rule 234 (17 CFR 230.234) and Rule 235 (17 CFR 230.235) have been superseded by Congressional and judicial action, respectively, as discussed in the April Release. Rules 12a-1 (17 CFR 240.12a-1), 12a-2 (17 CFR 240.12a-2) and 12a-3 (17 CFR 240.12a-3), which provide temporary exemptions from the provisions of the Exchange Act, have become outdated through the passage of time. In addition, the Commission, while proposing to retain Regulation F under the Securities Act (17 CFR 230.651 through 656), requested specific comment concerning the continued usefulness of the regulation and the need for any changes thereto.

The Commission received two comment letters, both supporting its proposals. There was no public comment concerning Regulation F. Under the circumstances, the Commission has determined to implement, without any changes, the proposals to amend certain rules and to rescind others as described in the proposing release and to retain Regulation F without change.

List of Subjects in 17 CFR Parts 230 and 240

Reporting requirements; securities.

TEXT OF AMENDMENTS

The Commission hereby amends 17 CFR Chapter II as follows:

PART 230--GENERAL RULES AND REGULATIONS, SECURITIES ACT OF 1933

§230.234 Removed

1. Section 230.234 is removed.

§230.235 Removed

2. Section 230.235 is removed.

3. Section 230.236 is amended by revising paragraph (b) to read as follows:

§230.236 Exemption of shares offered in connection with certain transactions.

* * * * *

(b) The aggregate gross proceeds from the sale of all shares offered in connection with the transaction for the purpose of providing such funds does not exceed $300,000.

4. Section 230.237 is amended by revising paragraph (b) to read as follows:

§230.237 Exemption of certain securities owned for five years.

* * * * *

(b) Amount of securities exempted. The gross proceeds from all securities of the issuer, its predecessors, and all of its affiliates, sold under this section by any person during any period of one year shall not exceed the lesser of the gross proceeds from the sale of one percent of the securities of the class outstanding or $100,000 in aggregate gross proceeds. Such amounts shall be reduced by the amount of the gross proceeds from any securities sold during such year pursuant to any other exemption under section 3(b) of the Act and the amount of gross proceeds from securities of the same class sold in reliance upon §230.144 of this chapter.

* * * * *

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

§240.12a-1 Removed

5. Section 240.12a-1 is removed.

§240.12a-2 Removed

6. Section 240.12a-2 is removed.

§240.12a-3 Removed

7. Section 240.12a-3 is removed.

8. Section 240.16a-9 is amended by revising paragraphs (a)(2) and (b) to read as follows:

§240.16a-9 Exemption for small transactions.

(a) * * *

(1) * * *

(2) The person effecting such acquisition does not participate in acquisitions or dispositions of securities of the same class having a total market value in excess of $10,000 for any six months period during which the acquisition occurs.

(b) Any acquisition or disposition of securities by way of gift, where the total amount of such gifts does not exceed $10,000 in market value for any six months period, shall be exempt from Section 16(a) and may be excluded from the computations prescribed in paragraph (a)(2) of this section.

AUTHORITY

The foregoing amendments and rescissions are accomplished pursuant to the authority in Sections 3(b), 4(1) and 19(a) of the Securities Act of 1933 and Sections 12(a), 12(h), 12(i), 16(a) and 23(a) of the Securities Exchange Act of 1934.

Secs. 3(b), 4(1), 19(a), 48 Stat. 75, 77, 85; Secs. 209, 48 Stat. 908; 59 Stat. 167; Sec. 12, 78 Stat. 580; 84 Stat. 1480; Sec. 308(a)(2), 90 Stat. 57; Sec. 18, 92 Stat. 275; Sec. 2, 92 Stat. 962; Sec. 301, 94 Stat. 2291, 2294; Secs. 12(a), 12(h), 12(i), 16(a), 23(a), 48 Stat. 892, 896, 901; Sec. 203a, 49 Stat. 704; Sec. 8, 49 Stat. 1379, Secs. 3, 8, 78 Stat. 565-568, 579; Sec. 1, 82 Stat. 454; Sec. 105(b), 88 Stat. 1503; Sec. 18, 89 Stat. 155; 15 U.S.C. 77c(b), 77d(1), 77s(a), 78 l (a), 78 l (h), 78 l (i), 78p(a), 78w(a).

By the Commission.

George A. Fitzsimmons

Secretary