SEC has adopted sweeping changes to how registered offerings of securities can be brought to market

• Changes were effective 12.01.05
• SEC summaries

• Current disclosures issues 2005

Application of these changes vary
depending on how an issuer is categorized

Frees issuers to communicate about their offerings

• By substantially revising gunjumping rules for most issuers
• By substituting a new set of more liberal rules for communications during offerings

WKSIs can execute a registered offering immediately

Adds new rules about liability for registered offerings

• Clarifies what information is deemed conveyed
  at time of sale for liability purposes

Makes changes to prospectus delivery requirements

• Relies on internet access instead of physical delivery in many instances

Adds new rules covering research analyst reports

Other changes:

Correcting release 33-8591A 2006

• Posted by SEC 2.06.06
• Federal Register (to come)
• Hyperlinked version

Final release 33-8591 2005

• SEC press release 7.01.05
• Table of contents

Proposal release 33-8501 2004

• Federal Register 11.17.04
• Hyperlinked version
• Summary of changes made to proposals (final at p 18)

New SEC Rules

Rewritten SEC Rules

Amended SEC Rules

SEC_CODE_REF_0090001192884

General FAQs 11.30.05

• Free writing prospectuses
• Well-known seasoned issuer definition
• Ineligible issuers
• Automatic shelf registration statements
• Rule 172
• Rule 173
• S-X Rule 3-10

Transition issues  9.13.05

• Effective date
• New communications rules
• Inclusion of new undertakings
• Automatic shelf registration statements
• Other shelf issues
• Forms 10-K, 20-F, 10-Q changes

Current Accounting - Disclosure Issues 12.01.05

• Summary of changes made (§I.A)

Law firm mailings

• Wachtell Lipton 11.08.04
• Alston & Bird 7.28.05
• Simpson Thacher 8.05.05
• Fried Frank8.22.05 - Summary
• Fried Frank 8.22.05

Can expect fewer deals done relying on Rule 144A

• Including fewer A/B exchange offers
• Most issuers of high-yield debt and convertible securities are WKSIs that can now benefit from automatic shelf registration
• Hence there is now no timing advantage from relying on Rule 144A over a fully-registered offering

Exceptions:

• When financials aren't compliant with shelf-registration requirements
• When issuers need to rely on Rule 144A exception to Regulation M in order to repurchase shares
• When underwriters are concerned about their heightened liability exposure in a fully-registered offering

See Rule 144A and A/B Exchange Offers

Securities Offering Reform built on proposals made by the SEC in its 1998 "Aircraft Carrier" release

• SEC overview
• SEC background

Mammoth SEC proposal would have made sweeping changes to regulation of securities offerings

• Some of its proposals were adopted by separate final action

SEC Release 33-7606A 1998

• Part 1
• Part 2
• Part 3
• Comment letters

Included proposals about:

• Pre-filing market communications
  Adopted as Rule 425
  See M&A Announcements
• Integration of public and private offerings
  Adopted as Rule 155
  See "Integration"
• A/B "Exxon Capital" exchange offers
  "Aircraft carrier" release proposed elimination of
  See A/B exchange offers
• MJDS: Multijurisdictional System
  "Aircraft carrier" release proposed elimination of
  See Canadian issuers

"Wheat Report" 1969

Task Force on Disclosure Simplification 1996

Advisory Committee Report 1996

SEC Concept Release 1996