Rule 162

Submission of Tenders in Registered Exchange Offers

a. Notwithstanding section 5(a) of the Act, offerors may solicit tenders of securities in an exchange offer subject to Rule 13e-4(e) or Rule 14d-4(b) of this chapter before a registration statement is effective as to the security offered, so long as no securities are purchased until the registration statement is effective and the tender offer has expired in accordance with the tender offer rules.

b. Notwithstanding section 5(b)(2) of the Act, a prospectus that meets the requirements of section 10(a) of the Act need not be delivered to security holders in an exchange offer subject to Rule 13e-4(e) or Rule 14d-4(b), so long as a preliminary prospectus, prospectus supplements and revised prospectuses are delivered to security holders in accordance with Rule 13e-4(e) or Rule 14d-4(b), as applicable.