AMENDMENTS TO RULES AND FORMS (Sep. 17, 1992)
Rules Administered by the Division of
Corporation Finance
|
Title: |
Regulation A and Related Forms (general
exemption from registration) |
|
Citation: |
17 CFR 23.251 to 230.263; 17 CFR 239.90 to
239.96 |
|
Authority: |
15 USC 77c; 15 USC 77s |
|
Title: |
Rule 15d-2 (special financial report) |
|
Citation: |
17 CFR 240.15d-2 |
|
Authority: |
15 USC 78l; 15 USC 78m; 15 USC 78o |
|
Title: |
Rule 3a12-3 (exemption from Exchange Act
subsections 14(a), (b), (c), and (f) and
section 16) |
|
Citation: |
17 CFR 240.3a12-3 |
|
Authority: |
15 USC 78c; 78l; 78m; 78o; 78w |
|
Title: |
Rule 3b-4 (definitions for foreign issues) |
|
Citation: |
17 CFR 240.3b-4 |
|
Authority: |
15 USC 77f; 77g; 77h; 77j; 77s; 78l; 78m;
78o; 78w |
|
Title: |
Rule 12h-3 (suspension of duty to file
reports) |
|
Citation: |
17 CFR 240.12h-3 |
|
Authority: |
15 USC 78l; 78m; 78o; 78w |
|
Title: |
Rules 13a-16 and 15d-16 (reports of foreign
private issuers on Foreign 6-K) |
|
Citation: |
17 CFR 240.13a-16 and 240.15d-16 |
|
Authority: |
15 USC 78c; 78l; 78m; 78o; 78w |
|
Title: |
Rule 16e-1 (arbitrage transactions under
section 16) |
|
Citation: |
17 CFR 240.16e-1 |
|
Authority: |
15 USC 77d; 77s; 78l; 78m; 78o; 78p, 78x |
|
Title: |
Form 20F (registration of securities of
foreign private issuers and annual and transition reports) |
|
Citation: |
17 CFR 249.220f |
|
Authority: |
15 USC 78a __Iet seq.I_ |
|
Title: |
Rule 24 of the Commissions Rules of
Practice (incorporation by reference) |
|
Citation: |
17 CFR 201.24 |
|
Authority: |
15 USC 77f; 77g; 77h; 77j; 77s; 78c; 78l;
78m; 78n; 78o; 78w; 79t; 77sss; 80a-37 |
|
Title: |
Rule 25 of the Commissions Rules of
Practice (confidential treatment of certain matters) |
|
Citation: |
17 CFR 201.25 |
|
Authority: |
15 USC 77f; 77g; 77h; 77j; 77s; 78c; 78l;
78m; 78n; 78o; 78w; 79t; 77sss; 80a-37 |
|
Title: |
Securities Act Industry Guide 2 and
Exchange Act Industry Guide 2 (disclosure of oil and gas
operations) |
|
Citation: |
17 CFR 229.801(b) and .802(b) |
|
Authority: |
15 USC 77f; 77g; 77h; 77j; 77s; 77aa(25)
and (26); 78l; 78m; 78n; 78o; 78w |
|
Title: |
Rule 134 (communications not deemed a
prospectus) |
|
Citation: |
17 CFR 230.134 |
|
Authority: |
15 USC 77f; 77g; 77h; 77j; 77s; 78l; 78m;
78n; 78o; 78w |
|
Title: |
Rule 134a (options materials not deemed a
prospectus) |
|
Citation: |
17 CFR 230.134a |
|
Authority: |
15 USC 77a __Iet seq.I_ |
|
Title: |
Rule 135 (notice of certain offerings) |
|
Citation: |
17 CFR 230.135 |
|
Authority: |
15 USC 77f; 77g; 77h; 77j; 77s; 78c; 78l;
78m; 78n; 78o; 78w, 79t; 77sss; 80a-37 |
|
Title: |
Rule 135b (materials not deemed an offer to
sell or offer to buy) |
|
Citation: |
17 CFR 230.135b |
|
Authority: |
15 USC 77a __Iet seq.I_ |
|
Title: |
Rule 138 (definition of "offer for sale"
and "offer to sell") |
|
Citation: |
17 CFR 230.138 |
|
Authority: |
15 USC 77f; 77g; 77j; 77s |
|
Title: |
Rule 144 (persons deemed not to be engaged
in a distribution and therefore not underwriters) |
|
Citation: |
17 CFR 230.144 |
|
Authority: |
15 USC 77b; 77c; 77d; 77s |
|
Title: |
Rule 145 (reclassification of securities,
mergers, consolidations and acquisitions) |
|
Citation: |
17 CFR 230.145 |
|
Authority: |
15 USC 77b; 77d; 77s |
|
Title: |
Rule 147 ("part of an issue," "person
resident," and "doing business within") |
|
Citation: |
17 CFR 230.147 |
|
Authority: |
15 USC 77b; 77f; 77g; 77h; 77j; 77s; 77sss;
78c; 78l; 78m; 78n; 78o; 78w |
|
Title: |
Rule 148 (persons deemed not to be
underwriters of securities issued or sold in connection with
bankruptcy proceedings) |
|
Citation: |
17 CFR 230.148 |
|
Authority: |
15 USC 77b; 77d; 77s |
|
Title: |
Rule 153b (definition of "preceded by a
prospectus") |
|
Citation: |
17 CFR 230.153b |
|
Authority: |
15 USC 77a __Iet seq.I_ |
|
Title: |
Rule 175 (liability for certain statements
by issuers) |
|
Citation: |
17 CFR 230.175 |
|
Authority: |
15 USC 77f; 77g; 77h; 77j; 77s; 78l; 78m;
78n; 78o; 78w |
|
Title: |
Rule 176 (circumstances affecting the
determination of what constitutes reasonable investigation and
reasonable grounds for belief under Section 11 of the Securities
Act) |
|
Citation: |
17 CFR 230.176 |
|
Authority: |
15 USC 77f; 77g; 77h; 77j; 77s; 78c; 78l;
78m; 78n; 78o; 78w; 77sss; 79t; 80a-37 |
|
Title: |
Rule 236 (exemption of shares offered in
connection with certain transactions) |
|
Citation: |
17 CFR 230.236 |
|
Authority: |
15 USC 77c; 77d; 77s; 78l; 78p; 78w |
|
Title: |
Regulation B (exemption relating to
fractional undivided interests in oil and gas rights) and
related forms and schedules |
|
Citation: |
17 CFR 230.300 to 230.346 and 239.101 |
|
Authority: |
15 USC 77a __Iet seq.;I_ 78c, 78l; 78m;
78n; 78o; 78w |
|
Title: |
Regulation D (rules governing the limited
offer and sale of securities without registration) and Form D |
|
Citation: |
17 CFR 230.501 to 230.508 and 239.500 |
|
Authority: |
15 USC 77b; 77c; 77d; 77s |
|
Title: |
Form S-1 (registration statement) |
|
Citation: |
17 CFR 239.11 |
|
Authority: |
15 USC 77g; 77j; 77s; 78l; 78m; 78o |
|
Title: |
Form S-2 (registration of securities of
certain issuers) |
|
Citation: |
17 CFR 239.12 |
|
Authority: |
15 USC 77f; 77g; 77h; 77j; 77s; 78c; 78l;
78m; 78n; 78o; 78w; 79t; 77sss; 80a-37 |
|
Title: |
Form S-3 (registration of securities of
certain issuers offered pursuant to certain types of
transactions) |
|
Citation: |
17 CFR 239.13 |
|
Authority: |
15 USC 77f; 77g; 77h; 77j; 77s; 78c; 78l;
78m; 78n; 78o; 78w; 79t; 77sss; 80a-37 |
|
Title: |
Form S-11 (registration of securities of
certain real estate companies) |
|
Citation: |
17 CFR 239.18 |
|
Authority: |
15 USC 77g; 77j; 77s; 78l; 78m; 78n; 78o;
78w |
|
Title: |
Form F-1 (registration statement for
securities of certain foreign private issuers) |
|
Citation: |
17 CFR 239.31 |
|
Authority: |
15 USC 77f; 77g; 77h; 77j; 77s; 78l; 78m;
78o; 78w; 80a-8; 80a-29; 80a-30; 80a-37 |
|
Title: |
Form F-2 (registration of certain foreign
private issuers) |
|
Citation: |
17 CFR 239.32 |
|
Authority: |
15 USC 77f; 77g; 77h; 77j; 77s; 78l; 78m;
78o; 78w; 80a-8; 80a-29; 80a-30; 80a-37 |
|
Title: |
Form F-3 (registration for securities of
certain foreign private issuers offered pursu- |
|
|
ant to certain types of transactions) |
|
Citation: |
17 CFR 239.32 |
|
Authority: |
15 USC 77f; 77g; 77h; 77j; 77s; 78l; 78m;
78o; 78w; 80a-8; 80a-29; 80a-30; 80a-37 |
|
Title: |
Form SR (report of sales of securities and
use of proceeds therefrom) |
|
Citation: |
17 CFR 239.61 |
|
Authority: |
15 USC 77f; 77g; 77h; 77i; 77s; 78l; 78m;
78o; 78w |
Contact person: James R. Budge
Attorney
Office of Disclosure Policy
Securities and Exchange Commission
Division of Corporation Finance
450 Fifth Street, N.W.
Washington, D.C. 20549
(202) 272-2589 Rules Administered by the Division of
Investment Management
|
Title: |
Title of securities (Regulation C) |
|
Citation: |
17 CFR 230.480 |
|
Authority: |
15 USC 77f to 77h; 77j; 77s; 78c; 78d-1 and
d-2; 78l; 78o; 78w; 79t; 77sss; 80a-8; 80a(37) |
|
Title: |
Information required in prospectus
(Regulation C) |
|
Citation: |
17 CFR 230.481 |
|
Authority: |
15 USC 77f to 77h; 77j; 77s; 78c; 78d-1 and
d-2; 78l; 78o; 78w; 79t; 77sss; 80a-8; 80a(37) |
|
Title: |
Advertising by an investment company as
satisfying requirements of section 10 (Regulation C) |
|
Citation: |
17 CFR 230.482 |
|
Authority: |
15 USC 77f to 77h; 77j; 77s; 78c; 78d-1 and
d-2; 78l; 78o; 78w; 79t; 77sss; 80a-8; 80a(37) |
|
Title: |
Exhibits for certain registration
statements (Regulation C) |
|
Citation: |
17 CFR 230.483 |
|
Authority: |
15 USC 77f to 77h; 77j; 77s; 78c; 78d-1 and
d-2; 78l; 78o; 78w; 79t; 77sss; 80a-8; 80a(37) |
|
Title: |
Undertaking required in certain
registration statements (Regulation C) |
|
Citation: |
17 CFR 230.484 |
|
Authority: |
15 USC 77f to 77h; 77j; 77s; 78c; 78d-1 and
d-2; 78l; 78o; 78w; 79t; 77sss; 80a-8; 80a(37) |
|
Title: |
Effective date of post-effective amendments
filed by certain registered investment companies (Regulation C) |
|
Citation: |
17 CFR 230.485 |
|
Authority: |
15 USC 77f to 77h; 77j; 77s; 78c; 78d-1 and
d-2; 78l; 78o; 78w; 79t; 77sss; 80a-8; 80a(37) |
|
Title: |
Effective date of post-effective amendments
filed by registered separate accounts of insurance companies
(Regulation C) |
|
Citation: |
17 CFR 230.486 |
|
Authority: |
15 USC 77f to 77h; 77j; 77s; 78c; 78d-1 and
d-2; 78l; 78o; 78w; 79t; 77sss; 80a-8; 80a(37) |
|
Title: |
Registration statements filed by certain
unit investment trusts (Regulation C) |
|
Citation: |
17 CFR 230.487 |
|
Authority: |
15 USC 77f to 77h; 77j; 77s; 78c; 78d-1 and
d-2; 78l; 78o; 78w; 79t; 77sss; 80a-8; 80a(37) |
|
Title: |
Registration statements relating to
securities to be issued in certain business combination
transactions (Regulation C) |
|
Citation: |
17 CFR 230.488 |
|
Authority: |
15 USC 77f to 77h; 77j; 77s; 78c; 78d-1 and
d-2; 78l; 78o; 78w; 79t; 77sss; 80a-8; 80a(37) |
|
Title: |
Liability for certain statements by issuers |
|
Citation: |
17 CFR 270.0-9 |
|
Authority: |
15 USC 77f to 77h; 77j; 77s; 78l; 78m; 78o;
78w; 79t; 77sss; 80a-8; 80a-37(a) |
|
Title: |
Rule 0-10 (small entities for purposes of
the Regulatory Flexibility Act) |
|
Citation: |
17 CFR 270.0-10 |
|
Authority: |
5 USC 601 __Iet seq.I_ |
|
Title: |
Rule 5b-1 (definition of "total assets") |
|
Citation: |
17 CFR 270.5b-1 |
|
Authority: |
15 USC 80a-5; 80a-12 |
|
Title: |
Rule 5b-2 (exclusion of certain guarantees
as securities of the guarantor) |
|
Citation: |
17 CFR 270.5b-2 |
|
Authority: |
15 USC 80a-5 |
|
Title: |
Rule 6b-1 (exemption of employees
securities company pending determination of application) |
|
Citation: |
17 CFR 270.6b-1 |
|
Authority: |
15 USC 80a-6 |
|
Title: |
Exemption from stockholders approval of
certain small investment advisory contracts |
|
Citation: |
17 CFR 270.15a-1 |
|
Authority: |
15 USC 80a-6; 15 USC 80a-37 |
|
Title: |
Rule 15a-2 (annual continuance of
contracts) |
|
Citation: |
17 CFR 270.15a-2 |
|
Authority: |
15 USC 80a-37 |
|
Title: |
Rule 15a-4 (temporary exemption for certain
investment advisers) |
|
Citation: |
17 CFR 270.15a-4 |
|
Authority: |
15 USC 80a-6(c); 80a-37(a) |
|
Title: |
Rule 17g-1 (bonding of officers and
employees of registered management investment companies) |
|
Citation: |
17 CFR 270.17g-1 |
|
Authority: |
15 USC 80a-6(c); 80a-17(d); 80a-17(g);
80a-37(a) |
|
Title: |
Exemption from section 22(d) to permit
sales of redeemable securities at prices which reflect sales
loads set pursuant to a schedule. |
|
Citation: |
17 CFR 270.22d-1 |
|
Authority: |
15 USC 80a-6(c); 80a-37(a) |
|
Title: |
Consent to service of process to be
furnished by non-resident investment advisers and by
non-resident investment general partners or managing agents of
investment advisers. |
|
Citation: |
17 CFR 275.0-2 |
|
Authority: |
15 USC 77s; 78w; 77ss; 80a-37; 79c; 79t;
77eee; 77ggg; 77nnn; 77sss; 80b-3; 80b-4; 80b-11 |
|
Title: |
References to rules and regulations |
|
Citation: |
17 CFR 275.0-3 |
|
Authority: |
15 USC 77s; 78w; 77ss; 80a-37; 79c; 79t;
77eee; 77ggg; 77nnn; 77sss; 80b-3; 80b-4; 80b-11 |
|
Title: |
General requirements of papers and
applications |
|
Citation: |
17 CFR 275.0-4 |
|
Authority: |
15 USC 77s; 78w; 77ss; 80a-37; 79c; 79t;
77eee; 77ggg; 77nnn; 77sss; 80b-3; 80b-4; 80b-11 |
|
Title: |
Procedure with respect to applications and
other matters |
|
Citation: |
17 CFR 275.0-5 |
|
Authority: |
15 USC 77s; 78w; 77ss; 80a-37; 79c; 79t;
77eee; 77ggg; 77nnn; 77sss; 80b-3; 80b-4; 80b-11 |
|
Title: |
Incorporation by reference in applications |
|
Citation: |
17 CFR 275.0-6 |
|
Authority: |
15 USC 77s; 78w; 77ss; 80a-37; 79c; 79t;
77eee; 77ggg; 77nnn; 77sss; 80b-3; 80b-4; 80b-11 |
|
Title: |
Small entities for purposes of the
Regulatory Flexibility Act |
|
Citation: |
17 CFR 275.0-7 |
|
Authority: |
15 USC 77s; 78w; 77ss; 80a-37; 79c; 79t;
77eee; 77ggg; 77nnn; 77sss; 80b-3; 80b-4; 80b-11 |
|
Title: |
Withdrawal from registration |
|
Citation: |
17 CFR 275.203-2 |
|
Authority: |
15 USC 80b-11 |
|
Title: |
Fees for registrants and applicants |
|
Citation: |
17 CFR 275.203-3 |
|
Authority: |
15 USC 77f(b); 77f(c); 78ee |
|
Title: |
Books and records to be maintained by
investment advisers |
|
Citation: |
17 CFR 275.204-2 |
|
Authority: |
15 USC 80b-6; 80b-4; 80b-11(a) |
|
Title: |
Written disclosure statements |
|
Citation: |
17 CFR 275.204-3 |
|
Authority: |
15 USC 80b-4; 80b-11(a) |
|
Title: |
Definition of "investment performance" of
an investment company and "investment record" of an appropriate
index of securities prices |
|
Citation: |
17 CFR 275.205-1 |
|
Authority: |
15 USC 80b-5; 80b-6a; 80b-11 |
|
Title: |
Definition of "specified period" over which
the asset value of the company or fund under management is
averaged |
|
Citation: |
17 CFR 275.205-2 |
|
Authority: |
15 USC 80b-5; 80b-6a; 80b-11 |
|
Title: |
Exemption of investment advisers registered
as broker-dealers in connection with the provision of certain
investment advisory services |
|
Citation: |
17 CFR 275.206(3)-1 |
|
Authority: |
15 USC 80b-6a; 80b-11(a) |
|
Title: |
Agency cross transactions for advisory
clients |
|
Citation: |
17 CFR 275.206(3)-2 |
|
Authority: |
15 USC 80b-11(a) |
|
Title: |
Advertisements by investment advisers |
|
Citation: |
17 CFR 275.206(4)-1 |
|
Authority: |
15 USC 80b-6 |
|
Title: |
Custody of possession of funds or
securities of clients |
|
Citation: |
17 CFR 275.206(4)-2 |
|
Authority: |
15 USC 80b-6 |
|
Title: |
Cash payments for client solicitations |
|
Citation: |
17 CFR 275.206(4)-3 |
|
Authority: |
15 USC 80b-4; 80b-6; 80b-11(a) |
|
Title: |
Form N-8A (notification of registration) |
|
Citation: |
17 CFR 274.10 |
|
Authority: |
15 USC 80a-1 __Iet seq.I_ |
|
Title: |
Form N-2 (registration statement of closed
end management investment companies) |
|
Citation: |
17 CFR 274.11a-1; 17 CFR 239.14 |
|
Authority: |
15 USC 80a-1 __Iet seq.;I_ 77a __Iet seq.I_ |
|
Title: |
Form N-8B-2 (registration statement of unit
investment trusts which are currently issuing securities) |
|
Citation: |
17 CFR 274.12 |
|
Authority: |
15 USC 80a-1 __Iet seq.I_ |
|
Title: |
Form N-8B-3 (registration statement of
unincorporated management investment companies currently issuing
periodic payment plan certificates) |
|
Citation: |
17 CFR 274.13 |
|
Authority: |
15 USC 80a-1 __Iet seq.I_ |
|
Title: |
Form N-8B-4 (registration statements of
face-amount certificate companies) |
|
Citation: |
17 CFR 274.14 |
|
Authority: |
15 USC 80a-1 __Iet seq.I_ |
|
Title: |
Form N-5 (registration statement of small
business investment company under the Securities Act of 1933 and
the Investment Company Act of 1940) |
|
Citation: |
17 CFR 274.5; 17 CFR 239.24 |
|
Authority: |
15 USC 77a __Iet seq.;I_ 15 USC 80a-1 __Iet
seq.I_ |
Contact person: Carolyn A. Miller
Senior Financial Analyst
Securities and Exchange Commission
Division of Investment Management
450 Fifth Street, N.W.
Washington, D.C. 20549
(202) 272-2762 Rules Administered by the Division of
Market Regulation
|
Title: |
Recordkeeping rule for national securities
exchanges, national securities associations, registered clearing
agencies and the Municipal Securities Rulemaking Board |
|
Citation: |
17 CFR 240.17a-1 |
|
Authority: |
15 USC 78q(a)(1) |
|
Title: |
Records to be made by certain exchange
members, brokers, and dealers |
|
Citation: |
17 CFR 240.17a-3; .17a-4 |
|
Authority: |
15 USC 78q(a)(1) |
|
Title: |
Right of national securities exchange,
national securities association, registered clearing agency or
the Municipal Securities Rulemaking Board to destroy or dispose
of documents |
|
Citation: |
17 CFR 240.17a-6 |
|
Authority: |
15 USC 78q(a)(1) |
|
Title: |
Reports of Municipal Securities Rulemaking
Board |
|
Citation: |
17 CFR 240.17a-21 |
|
Authority: |
15 USC 78q(a)(1) |
|
Title: |
Form MSD (application for registration as a
municipal securities dealer pursuant to Rule 15Ba2-1) |
|
Citation: |
17 CFR 249.1100 |
|
Authority: |
15 USC 78o-4(a)(2) |
|
Title: |
Form MSDW (notice of withdrawal from
registration as a municipal securities dealer) |
|
Citation: |
17 CFR 249.1110 |
|
Authority: |
15 USC 78o-4(a)(2) |
|
Title: |
Forms X-15Aa-1, X-15Aj-1, and X-15Aj-2 |
|
Citation: |
17 CFR 240.15Aa-1; 15Aj-1 |
|
Authority: |
15 USC 78o-3(a) |
Contact person: Dirk Peterson
Attorney
Division of Market Regulation
Securities and Exchange Commission
Washington, D.C. 20549 Rules Administered by the Office of the
Chief Accountant
|
Title: |
Article 3A of Regulation S-X (presentation
of consolidated and combined financial statements in filings
with the Commission) |
|
Citation: |
17 CFR 210.3A |
|
Authority: |
15 USC 77f; 77g; 77j; 77s(a); 77aa(25) to
(26); 78l; 78m; 78o(d); 78w(a); 79e(b); 79n; 79t(a); 80a-8;
80a-29 |
|
Title: |
Article 7 of Regulation S-X (form and
content of financial statements filed with the Commission by
insurance companies) |
|
Citation: |
17 CFR 210.7 |
|
Authority: |
15 USC 77f; 77g; 77h; 77j; 77s(a); 77aa(25)
to (26); 78l; 78m; 78o(d); 78w(a); 79e(b); 79n; 79t(a); 80a-8;
80a-29 |
|
Title: |
Article 9 of Regulation S-X (concerning the
form and content of financial statements filed by banks and
consolidated financial statements filed by bank holding
companies with the Commission) |
|
Citation: |
17 CFR 210.9 |
|
Authority: |
15 USC 77f; 77g; 77h; 77j; 77s(a); 77aa(25)
to (26); 78l; 78m; 78o(d); 78w(a); 79e(b); 79n; 79t(a); 80a-8;
80a-29 |
Contact person:
Robert Burns
Chief Counsel
Office of the Chief
Accountantbr>
Securities and Exchange
Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
(202) 272-2130
* * *
The Commission invites
public comment regarding the regulatory flexibility analysis of the
rules scheduled for review.
By the Commission.
Jonathan G. Katz
Secretary
52 SEC-DOCKET 1418
Release No. FRR-40;
Release No. IC-18960; Release No. 35-25633; Release No. 34-31197;
Release No. 33-6958
September 17, 1992
17 CFR Parts 210, 239,
240, 249, 259 and 274
File No. S7-4-89
AGENCY: Securities and
Exchange Commission.
ACTION: Final Rules.
SUMMARY: The Commission
announces amendments to various rules and forms under the Securities Act
of 1933, the Securities Exchange Act of 1934, the Public Utility Holding
Company Act of 1935, and the Investment Company Act of 1940. These
amendments are being adopted to conform such rules and forms to recently
adopted accounting standards.
EFFECTIVE DATE: Insert
date 30 days after publication in the Federal Register. Registrants,
however, are permitted to comply immediately after publication of this
Release in the Federal Register.
FOR FURTHER INFORMATION
CONTACT: John W. Albert, Office of the Chief Accountant (202-272-2130),
or Robert Bayless or Teresa Iannaconi, 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 adopting amendments to Rules 3-02,
1 3-03,
2 3-09,
3 3-12,
4 3-18,
5 3-19,
6 3-21,
7 4-08,
8 4-10,
9 7-04,
10
10-01,
11
12-04,
12 and
12-16,
13 of
Regulation S-X (S-X)
14 and
revisions to Forms S-18
15 and
1-A,
16
under the Securities Act of 1933 (Securities Act), Schedules 13E-3,
17 and
13E-4,
18 Rule
14a-3(b)(1),
19 and
Forms X-17A-5,
20
20-F,
21 and
10-K,
22
under the Securities Exchange Act of 1934 (Exchange Act), Form U5S,
23
under the Public Utility Holding Company Act of 1935 (Utility Act), and
Form N-4,
24
under the Investment Company Act of 1940 (Investment Company Act).
I. Executive Summary
The Commission
historically has looked to the private sector standard setting bodies
designated by the accounting profession to establish and improve
accounting principles, subject to Commission oversight.
25 The
Commissions rules require compliance with generally accepted accounting
principles (GAAP), and the requirements of the Commissions rules and
forms generally are used to interpret, supplement, or expand upon the
basic GAAP requirements. The purpose of these amendments is to eliminate
duplicative and obsolete disclosures and to conform reporting
requirements as necessary to achieve consistency between the
Commissions rules and forms and existing accounting principles.
26
The following chart
summarizes the significant amendments and provides the rationale for
such changes.
SUMMARY OF AMENDMENTS
The table that follows is
presented as a guide to assist the reader in understanding the
amendments by presenting a brief description of the changes together
with an explanation of the rationale for each change. This table should
be used as a supplement to the discussion provided in later sections of
this release. As used in this table, SFAS refers to Statements of
Financial Accounting Standards issued by the Financial Accounting
Standards Board (FASB).
|
Topic |
Amendment |
Rationale |
|
Cash Flows/SFAS 95 as amended by SFAS 102 & 104 |
Amend S-X, Rule 10-01 to permit the statement of cash flows to
be provided in abbreviated form for interim reporting. |
This is consistent with the previous requirement that permitted
the statement of changes in financial position to be provided in
abbreviated form for interim reporting. |
|
|
Amend S-X, Rule 3-19, and Items 17 and 18 of Form 20-F for
foreign private issuers to substitute a requirement to present a
statement of cash flows, or disclosure which is substantially
similar, for the previous requirement to provide a statement of
changes in financial position. |
This conforms the requirements for foreign private issuers to
reflect the adoption of SFAS 95.
|
|
|
Amend various rules in Regulation S-X and forms filed under the
Securities Act, Exchange Act, Utility Act, and Investment
Company Act to revise references to "changes in financial
position" and "funds flow" to refer to "cash flows." To update
technical references to be consistent with SFAS 95. |
SFAS 95, as amended by SFAS 102, requires
certain investment companies to present a statement of cash
flows as a component of a set of basic financial statements. |
|
Income
Taxes/SFAS 109 |
Amend S-X, Rule 3-18, and Investment Company Act Form N-4 to
require registered investment companies to provide a statement
of cash flows in filings with the Commission whenever necessary
to comply with GAAP. |
For companies which have adopted SFAS 109,
amend S-X, Rule 4-08(h), as follows: |
|
|
(1) delete requirement to disclose the net effects on income tax
expense of significant timing differences, and |
(1) A separate rule is unnecessary since paragraph 43 of SFAS
109 requires disclosure of the tax effects of principal
temporary differences. |
|
|
(2) delete reconciliation between the amount of reported total
income tax expense and the amount computed by multiplying the
income (loss) before tax by the applicable statutory Federal
income tax rate, and |
(2) A separate rule is unnecessary since paragraph 47 of SFAS
109 requires a reconciliation that is similar to the
reconciliation currently required by 4-08(h). |
|
|
(3) amend paragraph (j) of S-X, Rule 4-10, which applies to
registrants engaged in oil and gas producing activities, to
revise references to the "deferred method" of accounting for
income taxes and to delete the reference to accounting for
excess statutory depletion. |
(3) The guidance on accounting for tax effects of excess
statutory depletion is deleted since it would be either (1)
redundant of the existing requirements under GAAP for applying
the deferred method of income tax allocation or (2) not
applicable once SFAS 109 is adopted. |
|
Premium and other Consideration and Realized Investment Gains
and Losses of Insurance Companies/FAS 97 |
Amend S-X, Rule 7-04, to: (a) reflect net realized investment
gains and losses on a pretax basis as a separate line item and a
component of pretax income from continuing operations rather
than inclusion on a net of tax basis below income from
operations and |
(a) Conform S-X classification of realized gains and losses to
classification requirements adopted in SFAS 97. |
|
|
(b) require disclosure of the manner in which investment income
and realized gains and losses allocable to policyholders and
separate accounts are reported in the financial statements;
disclose the quantified effects of such reporting on financial
statements. |
(b) Accounting practices differ and therefore disclosure should
enhance comparability of registrants financial statements. |
|
|
Delete paragraph (k) of S-X, Rule 4-10,
since the phase-in period, during which optional application of
SFAS 69 was permitted for certain prior periods, has expired. |
Amendment deletes rules no longer necessary. |
1 5 U.S.C. 610(a).
2 Securities Act
Release No. 6323, 22 SEC Docket 1319 (July 8, 1981).
3
Release No. 6323, 22 SEC Docket 1319 (June 24, 1981).
4 U.S.C. 610(a).
5 U.S.C. 610(c). |
