Securities Act Release No. 6584

Exchange Act Release No. 22118

Holding Company Act Release No. 23717

Investment Company Act Release No. 14561

June 6, 1985

RELEASE NO. 21 Technical Amendments to Rules and Forms

ACTION: Final rules.

SUMMARY: The Commission today is publishing certain technical revisions relating to various rules and forms under the Securities Act of 1933 and the Securities Exchange Act of 1934. Such revisions correct technical omissions and errors in the affected areas.

DATE: The revisions are effective [upon publication in the Federal Register].

FOR FURTHER INFORMATION CONTACT: Dorothy Walker or John W. Albert, Office of the Chief Accountant (202-272-2130), or Howard Hodges, Division of Corporation Finance, (202-272-2553), Securities and Exchange Commission, 450 Fifth Street, N.W., Washington, D.C. 20549.

SUPPLEMENTARY INFORMATION: The Securities and Exchange Commission is publishing technical amendments to Regulation S-X, §210.1-01 et seq., its rules relating to the form and content of and requirements for financial statements, and to various rules and forms under the Securities Act of 1933 (the "Securities Act") [15 U.S.C. 77a et seq. (1976 and Supp. IV 1980)] and the Securities Exchange Act of 1934 (the "Exchange Act") [15 U.S.C. 78a et seq. (1976 and Supp. IV 1980)]. The following rules and forms are affected by these amendments: Rules 1-01(a), 1-02(v), 1-02(x), 2-02(d), 3-03(e), 3-17(b), 3A, 4-08, 5-02(18), 5-03(11), 5-04(c), 6A-05(a), 7-03(a)(1)(h), 9-03.7(e)(4), 9-04(5), 9-04(9), 9-04(10), 10-01(b)(2), 10-01(b)(6), 12-01 and 12-05 of Regulation S-X; Item 302(b) of Regulation S-K; Rule 405 of Regulation C; Rule 12-b2 of Regulation 12B; and Instructions to Form 11-K .

SYNOPSIS

Item numbers refer to the order the items are presented in the "Text of Amendments," which is presented in the order of the parts in the Code of Federal Regulations.

The following rules are amended to correct or delete incorrect cross references.

2. Paragraph (a) of Rule 1-01 of S-X;

3. Paragraph (x) of Rule 1-02 of S-X;

4. Paragraph (d) of Rule 2-02 of S-X;

5. Paragraph (e) of Rule 3-03 of S-X;

6. Paragraph (b) of Rule 3-17 of S-X;

7. Rule 3A-01 of S-X;

8. The opening paragraph of Rule 4-08 of S-X;

10. Rule 5-03(11) of S-X;

11. Rule 5-04(c) of S-X, Schedules IV and XIII;

13. Note(1) to Rule 7-03(a)(1)(h) of S-X;

16. Rule 10-01(b)(2) of S-X;

17. Rule 10-01(b)(6) of S-X;

18. Rule 12-01 of S-X;

19. Footnote 1 of Rule 12-05 of S-X.

Item 14 corrects a typographical error in Rule 9-03.7(e)(4) of S-X.

The other items contain technical corrections as follows:

l The definitions of a significant subsidiary in subparagraph (v)(1) of Rule 1-02 of S-X, item 2; Rule 405 of Regulation C, item 23; and Rule 12b-2 of Regulation 12B, item 25; are being slightly rewritten for clarity and to be conformed to each other.

l Rule 5-02(18) of S-X, item 9; and Rules 9-04(5) and 9-04(10) of S-X, item 15, are being renamed to clarify their use.

l Rule 6A-05(a) of S-X, item 12, is being updated to reflect that Schedule I need only be filed for the most recent audited statement of financial condition and any subsequent unaudited statement of financial condition being filed, rather than for every statement of financial condition being filed.

l Item 302(b) of Regulation S-K, item 21, is being updated to reflect that several Statements of Financial Accounting Standards may require presentation on the effects of changing prices.

l Form 11-K, Instructions as to Financial Statements, item 27, is being updated to reflect the issuance of Article 6A of Regulation S-X.

REGULATORY FLEXIBILITY ACT

The Commission believes that the revisions are technical in nature, do not contain any new rules or material amendments to existing rules or forms, and will have no impact on the public reporting burden in the affected areas. A regulatory flexibility act certification is attached to this release.

TEXT OF AMENDMENTS

List of subjects in 17 CFR Parts 210, 230, 240 and 249

Accounting, Reporting Requirements, Securities

The Commission hereby amends Title 17, Chapter II, of the Code of Federal Regulations as follows:

PART 210 FORM AND CONTENT OF AND REQUIREMENTS FOR FINANCIAL STATEMENTS, SECURITIES ACT OF 1933, SECURITIES EXCHANGE ACT OF 1934, PUBLIC UTILITY HOLDING COMPANY ACT OF 1935, INVESTMENT COMPANY ACT OF 1940, AND ENERGY POLICY AND CONSERVATION ACT OF 1975

1. The authority citation for Part 210 continues to read in part as follows:

Authority: Secs. 6, 7, 8, 10, 12, 13, 15, 19, 23, 48 Stat. 78, 79, as amended, 81, as amended, 85, as amended, 892, as amended, 894, 895, as amended, 901, as amended, secs. 5, 14, 20, 49 Stat. 812, 827, 833, secs. 8, 30, 31, 38, 54 Stat. 803, 836, 838, 841; 15 U.S.C. 77f, 77g, 77h, 77j, 77s, 781, 78m, 78o, 78w, 79e, 79n, 79t, 80a-8, 80a-29, 80a-30, 80a-37, * * *

2. By revising paragraph (a) introductory text of §210.1-01 to read as follows: * * * [Text omitted.]

3. By revising paragraph (v)(1) and the last sentence of paragraph (x) of §210.1-02 to read as follows: * * * [Text omitted.]

4. By revising the last sentence of paragraph (d) of §210.2-02 to read as follows: * * * [Text omitted.]

5. By amending in §210.3-03(e) the reference to "Item 1 of Regulation S-K" to "Item 101 of Regulation S-K".

6. By amending in §210.3-17(b) the reference to "§210.3-09(a)(1)" to read "§210.3-09(a)".

7. By amending the Section heading of §210.3A-01 to read "Application of §210.3A-01 to §210.3A-05" and by amending in §210.3A-01 the reference in the Section to "§210.3A-08" to read "§210.3A-05".

8. By amending the references to "items (b), (c), (d), (e), (f), and (h)" in the introductory text of §210.4-08 to read "items (b), (c), (d), (e) and (f)" and the reference to "item (i)" to read "item (j)".

9. By deleting the phrase "and, when appropriate, other debits" from paragraph 18 of §210.5-02.

10. By amending in paragraph 11 of §210.5-03 the reference to "§210.4-08(g)" to read "§210.4-08(h)".

11. By revising Schedules IV and XIII in paragraph (c) of §210.5-04 to read as follows: * * * [Text omitted.]

12. By revising paragraph (a), introductory text, of §210.6A-05 to read as follows: * * * [Text omitted.]

13. By changing in Note (1) of paragraph (a)1(h) in §210.7-03 the reference to "Accounting Series Release No. 118 (35 FR 19986)" to read "§404.03 of the Codification of Financial Reporting Policies."

14. By amending paragraph 7(e)(4) of §210.9-03 to read as follows: * * * [Text omitted.]

15. By revising §§210.9-04(5), 210.9-04(9) and 210.9-04(10) to read as follows: * * * [Text omitted.]

16. By revising §210.10-01(b)(2) to read as follows: * * * [Text omitted.]

17. By amending §210.10-01, paragraph (b)(6), to change the reference to "Item 7 of Regulation S-K, " to read "Item 601 of Regulation S-K, ".

18. By revising §210.12-01 to read as follows: * * * [Text omitted.]

19. By revising footnote 1 to the schedule in §210.12-05 to read as follows: * * * [Text omitted.]

PART 229 STANDARD INSTRUCTIONS FOR FILING FORMS UNDER SECURITIES ACT OF 1933, SECURITIES EXCHANGE ACT OF 1934 AND ENERGY POLICY AND CONSERVATION ACT OF 1975 REGULATION S-K

20. The authority citation for Part 229 continues to read in part as follows:

Authority: Secs. 6, 7, 8, 10, 19(a), 48 Stat. 78, 79, 81, 85; secs. 12, 13, 14, 15(d), 23(a), 48 Stat. 892, 894, 901; secs. 205, 209, 48 Stat. 906, 908; sec. 203(a), 49 Stat. 704; secs. 1, 3, 8, 49 Stat. 1375, 1377, 1379; sec. 301, 54 Stat. 857; secs. 8, 202, 68 Stat. 685, 686; secs. 3, 4, 5, 6, 78 Stat. 565-568, 569, 570-574; sec. 1, 79 Stat. 1051; secs. 1, 2, 3, 82 Stat. 454, 455; secs. 1, 2, 3-5, 28(c) 84 Stat. 1435, 1497; sec. 105(b), 88 Stat. 1503; secs. 8, 9, 10, 11, 18, 89 Stat. 117, 118, 119, 155; 15 U.S.C. 77f, 77g, 77h, 77j, 77s(a), 78l, 78m, 78n, 78l (d), 78w(a) * * *

21. By revising paragraph (b) of §229.302 to read as follows: * * * [Text omitted.]

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

22. The authority citation for Part 230 continues to read in part as follows:

Authority: Sections 230.100 to 230.174 issued under sec. 19, 48 Stat. 85, as amended; 15 U.S.C. 77s * * *

23. By revising subparagraph (1) of the definition of significant subsidiary included in §230.405 to read as follows: * * * [Text omitted.]

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

24. The authority citation for Part 240 continues to read in part as follows:

Authority: Sec. 23, 48 Stat. 901, as amended; 15 U.S.C. 78w, unless otherwise noted. §§240.12b-1 to 240.12b-36 also issued under secs. 3, 12, 13, 15, 48 Stat. 892, as amended, 894, 895, as amended; 15 U.S.C. 78c, 78l, 78m, 78o. §§240.14c-1 to 240.14c-101 also issued under sec. 14, 48 Stat. 895; 15 U.S.C. 78n. §§240.15b10-1 to 240.15b10-9 also issued under secs. 15, 17, 48 Stat. 895, 897, sec. 203, 49 Stat. 704, secs. 4, 8, 49 Stat. 1379, sec. 5, 52 Stat. 1076, sec. 6, 78 Stat. 570; 15 U.S.C. 78o, 78q, 12 U.S.C. 241 nt., * * *

25. By revising paragraph (1) of the definition of significant subsidiary included in §240.12b-2 to read as follows: * * * [Text omitted.]

PART 249 FORMS, SECURITIES EXCHANGE ACT OF 1934

26. The authority citation for Part 249 continues to read in part as follows:

Authority: The Securities Act of 1934, 15 U.S.C. 78a. et seq. * * *

27. By revising the Instructions as to Financial Statements of Form 11-K in §249.311 as follows: (Form 11-K does not appear in the Code of Federal Regulations.) * * * [Text omitted.]

STATUTORY AUTHORITY

These amendments are being adopted pursuant to authority in Sections 6, 7, 8, 10 and 19(a) [15 U.S.C. 77f, 77g, 77h, 77j, 77s(a)] of the Securities Act of 1933; Sections 12, 13, 14, 15(d) and 23(a) [15 U.S.C. 78l, 78m, 78n, 78o(d), 78w(a)] of the Securities Act of 1934; Sections 5(b), 14 and 20(a) [15 U.S.C. 79e(b), 79n, 79t(a)] of the Public Utility Holding Company Act of 1935; and Sections 8, 30, 31, and 38(a) [15 U.S.C. 80a-8, 80a-29, 80a-30, 80a-37(a)] of the Investment Company Act of 1940.

By the Commission.

REGULATORY FLEXIBILITY ACT CERTIFICATION

I, John S.R. Shad, Chairman of the Securities and Exchange Commission, hereby certify, pursuant to 5 U.S.C. 605(b) that the miscellaneous technical amendments adopted in Securities Act Release No. 33-6584 will not have a significant economic impact on any entity subject to its provisions and, therefore, will not have a significant economic impact on a substantial number of small entities. The reasons for this certification is that the effects of the amendments will not be significant for any class of registrants because the amendments are technical in nature only, and are consistent with generally accepted accounting principles, and therefore, the compliance burden is not being changed.