Release No. 34-36063

Release No. 35-26352

Release No. IC-21270

60 Fed. Reg.40994 - Aug. 11, 1995

Employee Benefit Plan Exemptive Rules Under Section 16 of the Securities Exchange Act of 1934

ACTION: Extension of Phase-In Period for Sec. 240.16b-3.

SUMMARY: The Commission today is extending the phase-in period for compliance with the substantive conditions of new Rule 16b-3 regarding employee benefit plan transactions under the Securities Exchange Act of 1934 pending further notice and rulemaking under the provision.

DATES: Effective on August 11, 1995. The phase-in period for compliance with new Sec. 240.16b-3, which previously has been extended to September 1, 1995, is extended until September 1, 1996, or such different date as set in further rulemaking under Section 16.

FOR FURTHER INFORMATION CONTACT: Anne M. Krauskopf, Office of the Chief Counsel, Division of Corporation Finance, at (202) 942-2900.

SUPPLEMENTARY INFORMATION: On February 8, 1991, the Commission adopted comprehensive revisions to the rules under Section 16 ¹ of the Securities Exchange Act of 1934 (''Exchange Act'').² The new regulatory

[[Page 40995]]

scheme generally became effective on May 1, 1991, but a 16 month phase- in period was provided with respect to specified rules affecting employee benefit plans, in order to give registrants ample time to review the rule changes and amend their plans accordingly.³ The Adopting Release provided that registrants could continue to rely on the exemptions from Section 16(b) of the Exchange Act ⁴ afforded by former Rules 16a-8(b),⁵ 16a-8(g)(3),⁶ and 16b-3 ⁷ after May 1, 1991, but would be required to adopt the substantive conditions of new Rule 16b-3 ⁸ by September 1, 1992.⁹

The Rule 16b-3 phase-in period was extended until September 1, 1995, in contemplation of further rulemaking under Section 16 with regard to employee benefit plans.¹⁰ Because the Commission currently is engaged in such rulemaking,¹¹ the Commission is extending the phase-in period for new Rule 16b-3 until September 1, 1996, or such different date as is set by the Commission.

By the Commission.

Dated: August 7, 1995.

¹ 15 U.S.C. 78p (1988).

² 15 U.S.C. 78a et seq. (1988).

³ Exchange Act Release No. 28869 (February 8, 1991) [56 FR 7242] (''Adopting Release''). See Section VII of the Adopting Release for transition provisions generally and Section VII.C for transition provisions relating to employee benefit plans.

⁴ 15 U.S.C. 78p(b).

⁵ 17 CFR 16a-8(b).

⁶ 17 CFR 16a-8(g)(3).

⁷ 17 CFR 16b-3 (1990).

⁸ 17 CFR 240.16b-3 (1991).

⁹ The phase-in period applies only to the exemption from Section 16(b), not to the revised reporting requirements under Section 16(a) that became effective on May 1, 1991.

¹⁰ See Exchange Act Release No. 34513 (August 10, 1994) [59 FR 42448].

¹¹ See Exchange Act Releases Nos. 34514 (August 10, 1994) [59 FR 42449] and 34-34681 (September 16, 1994) [59 FR 48579].