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Use of Proceeds
Overview
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 Rule
- Requires specified disclosures about use of
proceeds
- Can reserve right to change use of proceeds
- Can use a table of sources / uses
Applies to:
Petition
for rule changes
- Filed by CalPERS, CalSTERS, LACERA, Illinois SURS,
TCRS and several financial institutions
- Letter
to Nancy Morris, Secretary (SEC) 10.19.07
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S-K Item 504
 General
- Complete text of Instruction
- GPO version
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S-K
504
- State the principal purposes for which the net proceeds to the
registrant from the securities to be offered are intended to be used and the
approximate amount intended to be used for each such purpose. Where registrant
has no current specific plan for the proceeds, or a significant portion thereof,
the registrant shall so state and discuss the principal reasons for the
offering.
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| Instructions
to Item 504: SEC_CODE_REF_0090001192884
- 1. Where less than all the securities to be offered may be sold and
more than one use is listed for the proceeds, indicate the order of priority of
such purposes and discuss the registrant's plans if substantially less than the
maximum proceeds are obtained. Such discussion need not be included if
underwriting arrangements with respect to such securities are such that, if any
securities are sold to the public, it reasonably can be expected that the actual
proceeds will not be substantially less than the aggregate proceeds to the
registrant shown pursuant to Item 501 of Regulation S-K.
- 2. Details of proposed expenditures need not be given; for example,
there need be furnished only a brief outline of any program of construction or
addition of equipment. Consideration should be given as to the need to include a
discussion of certain matters addressed in the discussion and analysis of
registrant's financial condition and results of operations, such as liquidity
and capital expenditures.
- 3. If any material amounts of other funds are necessary to accomplish
the specified purposes for which the proceeds are to be obtained, state the
amounts and sources of such other funds needed for each such specified purpose
and the sources thereof.
- 4. If any material part of the proceeds is to be used to discharge
indebtedness, set forth the interest rate and maturity of such indebtedness. If
the indebtedness to be discharged was incurred within one year, describe the use
of the proceeds of such indebtedness other than short-term borrowings used for
working capital.
- 5. If any material amount of the proceeds is to be used to acquire
assets, otherwise than in the ordinary course of business, describe briefly and
state the cost of the assets and, where such assets are to be acquired from
affiliates of the registrant or their associates, give the names of the persons
from whom they are to be acquired and set forth the principle followed in
determining the cost to the registrant.
- 6. Where the registrant indicates that the proceeds may, or will, be
used to finance acquisitions of other businesses, the identity of such
businesses, if known, or, if not known, the nature of the businesses to be
sought, the status of any negotiations with respect to the acquisition, and a
brief description of such business shall be included. Where, however, pro forma
financial statements reflecting such acquisition are not required by Regulation
S-X to be included, in the registration statement, the possible terms of any
transaction, the identification of the parties thereto or the nature of the
business sought need not be disclosed, to the extent that the registrant
reasonably determines that public disclosure of such information would
jeopardize the acquisition. Where Regulation S-X would require financial
statements of the business to be acquired to be included, the description of the
business to be acquired shall be more detailed.
- 7. The registrant may reserve the right to change the use of proceeds,
provided that such reservation is due to certain contingencies that are
discussed specifically and the alternatives to such use in that event are
indicated.
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SEC Releases
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