Release No. 33-6902A

Release No. 34-29354A

Release No. 39-2267A

Release No. IC-18210A

Release No. IS-291A

March 23, 1992

AGENCY: Securities and Exchange Commission

ACTION: Correction to Final Rule

Multijurisdictional Disclosure and Modifications to the Current Registration and Reporting System for Canadian Issuers; Correction

SUMMARY: This document contains corrections to the final regulations which were published on July 1, 1991 (56 FR 30036).
[Lawyer Links Note: SEC Rel. 33-6902]

EFFECTIVE DATE: July 1, 1991.

FOR FURTHER INFORMATION CONTACT: Anita Klein, Office of International Corporate Finance, Division of Corporation Finance at (202) 272-3246.

SUPPLEMENTARY INFORMATION: The Commission adopted the multijurisdictional disclosure system for Canadian issuers on July 1, 1991. As published, the final regulations contain errors which may prove to be misleading and are in need of clarification. In this release, authority citations, rules and forms containing such errors are being corrected.

Accordingly, the publication on July 1, 1991, of the final regulations regulating to the multijurisdictional disclosure system for Canadian issuers which were the subject of FR Doc. 91-15402 is corrected as follows:

1.On page 30052, in the third column, the authority citation for part 200, subpart A is amended by revising the general rulemaking authority and adding the following citations to read as follows:

Authority: 15 U.S.C. 77s, 78d-1, 78d-2, 78w, 79t, 77sss, 80a-37, 80b-11, unless otherwise noted.

Section 200.30-1 is also issued under 15 U.S.C. 77f, 77g, 77h, 77j, 78c(b), 78l, 78m, 78n, 79o(d).

Section 200.30-3 is also issued under 15 U.S.C. 78b, 78d, 78f, 78k-1, 78s, 78q, 78eee, 79d.

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2.On page 30053, in the third column, the authority citation for part 229 is amended by adding the following citations.

Authority: 15 U.S.C. 77e, 77f, 77g, 77h, 77j, 77k, 77s, 77aa(25), 77aa(26), 77ddd, 77eee, 77ggg, 77hhh, 77jjj, 77nnn, 77sss, 78l, 78m, 78n, 78o, 78w, 80a-8, 80a-29, 80a-30, 80a-37, 80b-11, unless otherwise noted.

Section 229.302 is also issued under 15 U.S.C. 79e, 79n, 79t.

Section 229.404 is also issued under 15 U.S.C. 77nn(25) and 77nn(26).

3.On page 30054, in the third column, amendment 24(a) is added.

24(a).In §230.428 paragraph (b)(2) and Instruction 2 are revised to read as follows:

§230.428 Documents constituting a section 10(a) prospectus for Form S-8 registration statement; requirements relating to offerings of securities registered on Form S-8.

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(b)***

(2)The registrant shall deliver or cause to be delivered with the document(s) containing the information required by Part I of Form S-8, to each employee to whom such information is sent or given, a copy of any one of the following:

(I) The registrants annual report to security holders containing the information required by Rule 14a-3(b) (§240.14a-3(b) of this chapter) under the Securities Exchange Act of 1934 (Exchange Act) for its latest fiscal year;

(ii) the registrants annual report on Form 10-K (§249.310 of this chapter) U5S (§259.5s of this chapter), 20-F (§249.220f of this chapter), or, in the case of registrants described in General Instruction A.(2) of Form 40-F, 40-F (§249.240f of this chapter) for its latest fiscal year;

(iii) the latest prospectus filed pursuant to Rule 424(b) (§230.424(b) of this chapter) under the Act that contains audited financial statements for the registrants latest fiscal year, provided that the financial statements are not incorporated by reference from another filing, and provided further that such prospectus contains substantially the information required by Rule 14a-3(b) or the registration statement was on Form S-18 (§239.28 of this chapter) or F-1 (§239.31 of this chapter); or

(iv )the registrants effective Exchange Act registration statement on Form 10 (§249.210 of this chapter), 20-F or, in the case of registrants described in General Instruction A.(2) of Form 40-F, 40-F containing audited financial statements for the registrants latest fiscal year.

Instructions

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2.If the latest fiscal year of the registrant has ended within 120 days (or 190 days with respect to foreign private issuers) prior to the delivery of the documents containing the information specified by Part I of Form S-8, the registrant may deliver a document containing financial statements for the fiscal year preceding the latest fiscal year, provided that within the 120 or 190 day period a document containing financial statements for the latest fiscal year is furnished to each employee.

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4.On page 30055, in the third column, the authority citation for part 239 is amended by revising the general rulemaking authority and adding the following citations.

Authority: 15 U.S.C. 77a, et seq., unless otherwise noted.

Sections 239.31, 239.32 and 239.33 are also issued under 15 U.S.C. 78l, 78m, 78o, 78w, 80a-8, 80a-29, 80a-30, 80a-37 and 12 U.S.C. 241.

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5.On page 30057, in the first column, an amendment to Form F-2 (§239.32), General Instruction I.B.2. is added after General Instruction I.A. to read as follows:

B.***

2.The provisions of this paragraph (B)(1)(a) do not apply to any registration if: (i) the aggregate market value worldwide of the voting stock of the registrant held by non-affiliates is the equivalent of $300 million or more, or if non-convertible debt securities that are investment grade debt securities as defined below, are being registered and (ii) the registrant has filed at least one Form 20-F, Form 40-F or Form 10-K that is the latest required to have been filed.

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6.On page 30067, in the third column, the authority citation for part 240 is amended by revising the general rulemaking authority and adding the following citations.

Authority: 15 U.S.C. 77c, 77d, 77s, 77ttt, 78c, 78d, 78i, 78j, 78l, 78m, 78n, 78o, 78p, 78s, 78w, 78x, 79q, 79t, 80a-29, 80a-37, unless otherwise noted.

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Section 240.3b-6 is also issued under 15 U.S.C. 77f, 77g, 77h, 77j, 77s(a).

Section 240.12g-3 is also issued under 15 U.S.C. 77f, 77g, 77h, 77j, 77s(a).

Section 240.12g3-2 is also issued under 15 U.S.C. 77f, 77g, 77h, 77j, 77s(a).

Section 240.14d-1 is also issued under 15 U.S.C. 77g, 77j, 77s(a), 77ttt(a), 79t, 80a-37.

Section 240.14e-2 is also issued under 15 U.S.C. 77g, 77h, 77s(a), 77sss, 79t, 80a-37(a).

Section 240.15d-5 is also issued under 15 U.S.C. 77f, 77g, 77h, 77j, 77s(a).

Section 240.15d-10 is also issued under 15 U.S.C. 80a-20(a), 80a-37(a).

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7.On page 30068, in the third column, amendment 48(a) is added.

48(a). In §240.13a-13, amending the first sentence of paragraph (a) after the words annual reports pursuant to section 13 of the Act add the words , and has filed or intends to file such reports and after the parenthetical (§259.5s of this chapter) add a ,.

8.On page 30068, in the third column, §240.13a-16(a) is corrected to read as follows:

§240.13a-16 Reports of foreign private issuers on Form 6-K (17 CFR 249.306

(a) Every foreign private issuer which is subject to Rule 13a-1 [17 CFR 240.13a-1] shall make reports on Form 6-K, except that this rule shall not apply to:

(1)Investment companies required to file reports pursuant to Rule 30b1-1 [17 CFR 270.30b1-1];

(2)Issuers of American depositary receipts for securities of any foreign issuer; or

(3)Issuers filing periodic reports on Forms 10-K, 10-Q and 8-K.

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9.On page 30072, in the second column, in the fifth line of General Instruction II.C. of Schedule 14D-1F (§240.14d-102), the citation section 14(a)(3) is corrected to read section 14(g)(3).

10.On page 30075, in the second column, the authority citation for part 249 is amended by revising the general rulemaking authority and adding the following citation.

Authority: 15 U.S.C. 78a, et seq., unless otherwise noted.

Section 249.310 is also issued under 15 U.S.C. 78m, 78o(d), and 78w(a).

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11.On page 30077, in the fourth line of the second column, the second sentence of General Instruction G.(3) of Form 10-K (§249.310) is corrected by adding by virtue of Rule 3a12-3(b) under the Exchange Act after Commission and before the comma.

12.On page 30081, Part II.(3) of Form F-7 (§239.37), column two, beginning on line twelve Rule 436 or 438 is corrected to read Rule 436, 438 or 439.

13.On page 30085, Part II.(4) of Form F-8 (§239.38), column three, beginning on line thirty-nine Rule 436 or 438 is corrected to read Rule 436, 438 or 439.

14.On page 30090, Part II.(5) of Form F-9 (§239.39), column one, beginning on line fourteen Rule 436 or 438 is corrected to read Rule 436, 438 or 439.

15.On page 30092, paragraph J. of General Instruction I. of Form F-10 (§239.40) is corrected by adding at the end of the fifth line of the first column rights offering circular (in the case of exempt rights offerings) or.

16.On page 30094, Part II.(5) of Form F-10 (§239.40), column three, beginning on line thirty-one Rule 436 or 438 is corrected to read Rule 436, 438 or 439.

17.On page 30099, Part II.(4) of Form F-80 (§239.41), column two, beginning on line forty-eight Rule 436 or 438 is corrected to read Rule 436, 438, or 439.

18.On page 30102, in lines 21 and 22 of the third column, in General Instruction II.E. of Form F-X (§§239.42, 249.250, 269.5), an exemption under Rule 4d-1 is corrected to read Rule 10a-5.

19.On page 30103, in the first column, Form F-X (§§239.42, 249.250, 269.5), Instruction 2 is corrected by removing the third sentence Each copy shall be manually signed.

Jonathan G. Katz

Secretary

Secretary