These amendments include certain modifications to Rule 13e-3 to address
technical concerns, a different accelerated due date for Form 20-F
annual reports than proposed, and a longer transition period for
certain amendments than originally proposed.

B. Burden and Cost Estimates Related to the Amendments

1. Form 20-F
    We estimate that currently foreign private issuers file 942 Form
20-Fs each year. We assume that 25% of the burden required to produce
the Form 20-Fs is borne internally by foreign private issuers,
resulting in 614,891 annual burden hours borne by foreign private
issuers out of a total of 2,459,564 annual burden hours. Thus, we
estimate that 2,611 total burden hours per response are currently
required to prepare the Form 20-F. We further assume that 75% of the
burden to produce the Form 20-Fs is carried by outside professionals
retained by foreign private issuers at an average cost of $400 per
hour, for a total cost of $737,868,600.
    The amendment to amend Form 20-F to accelerate the filing deadline
for annual reports and transitions reports filed on that Form will not
change the amount of information required to be included in Exchange
Act reports. In connection with this amendment, we are also adopting
amendments to Exchange Act Rules 13a-10 and 15d-10, which pertain to
transition reports filed on Form 20-F, and to Exchange Act Rule 15d-2,
which pertains to special financial reports filed by foreign private
issuers. Our amendments will conform the deadlines for transition
reports filed on Form 20-F and for the special financial reports filed
by foreign private issuers with the new deadline for annual reports
filed on Form 20-F. These amendments also will not change the amount of
information required to be included in Exchange Act reports. Therefore,
these amendments will neither increase nor decrease the amount of
burden hours necessary to prepare annual reports on Form 20-F for the
purposes of the PRA.
    With respect to our amendment to require foreign private issuers
that are required to provide a U.S. GAAP reconciliation to do so
pursuant to Item 18 of Form 20-F, we estimate that approximately 200
companies that file Form 20-F will be impacted by the amendment. We
expect that the amendment will cause those foreign private issuers to
have more burden hours. We estimate that for each of the companies
affected by the amendment, there will occur an increase of 2% (52.22
hours) in the number of burden hours required to prepare their Form 20-
F, for a total increase of 10,444 hours

as a result of this amendment. We expect that 25% of those increased
burden hours (2,611 hours) will be incurred by foreign private issuers.
We further expect that 75% of these increased burden hours (7,833
hours) will be incurred by outside firms, at an average cost of $400
per hour, for a total of $3,133,200 in increased costs to the
respondents of the information collection as a result of this
amendment.
    With respect to our amendment to require disclosure about a change
in the issuer's certifying accountant in annual reports and
registration statements filed on Form 20-F, we estimate that
approximately 90 companies that file Form 20-F will be impacted by the
amendment. The amendment will cause those foreign private issuers to
have more burden hours. We estimate that for each of the companies
affected by the amendment, there will occur an increase of .75% (19.58
hours) in the number of burden hours required to prepare their Form 20-
F, for a total increase of 1,762.2 hours. We expect that 25% of those
increased burden hours (440.55 hours) will be incurred by foreign
private issuers. We further expect that 75% of these increased burden
hours (1,321.65 hours) will be incurred by outside firms, at an average
cost of $400 per hour, for a total of $528,660 in increased costs to
the respondents of the information collection as a result of the
amendment.
    Our amendment to require disclosure about ADR fees and payments on
an annual basis, we estimate that approximately 442 companies that file
Form 20-F will be impacted by the amendment. The amendment will cause
those foreign private issuers to have more burden hours. We estimate
that for each of the companies affected by the amendment, there will
occur an increase of .25% (6.53 hours) in the number of burden hours
required to prepare their Form 20-F, for a total increase of 2,886.26
hours. We expect that 25% of those increased burden hours (721.57
hours) will be incurred by foreign private issuers. We further expect
that 75% of these increased burden hours (2,164.71 hours) will be
incurred by outside firms, at an average cost of $400 per hour, for a
total of $865,884 in increased costs to the respondents of the
information collection as a result of the amendment.
    With respect to our amendment to require annual disclosure about
differences in a listed foreign private issuer's corporate practices
and those applicable to domestic companies under the relevant
exchange's listing rule, we estimate that approximately 783 companies
that file Form 20-F will be impacted by the amendment. The amendment
will not cause a significant change in the burden hours for those
foreign private issuers because they already prepare this information
for the exchanges on which they are listed.
    Our amendment to eliminate an instruction to Item 17 of Form 20-F,
which permits certain foreign private issuers to omit segment data from
their U.S. GAAP financial statements, we estimate that approximately 5
companies that file Form 20-F will be currently impacted by the
amendment. The amendment will cause those foreign private issuers to
have more burden hours. We estimate that for each of the companies
affected by the amendment, there will occur an increase of 2% (52.22
hours) in the number of burden hours required to prepare their Form 20-
F, for a total increase of 261.1 hours. We expect that 25% of those
increased burden hours (65.3 hours) will be incurred by foreign private
issuers. We further expect that 75% of these increased burden hours
(195.83 hours) will be incurred by outside firms, at an average cost of
$400 per hour, for a total of $78,332 in increased costs to the
respondents of the information collection as a result of the amendment.
    Because we have decided not to adopt the proposal to amend Form 20-
F to require foreign private issuers to provide certain financial
information in their annual reports on that Form about a significant,
completed acquisition that is significant at the 50% or greater level,
we have reduced the estimated burdens and costs associated with
preparing Form 20-F.
    Thus, we estimate that the amendments to Form 20-F will increase
the annual burden borne by foreign private issuers in the preparation
of Form 20-F from 614,891 hours to 618,729.5 hours. We further estimate
that the amendments will increase the total annual burden associated
with Form 20-F preparation to 2,474,918 burden hours, which will
increase the average number of burden hours per response to 2627. We
further estimate that the amendments will increase the total annual
costs attributed to the preparation of Form 20-F by outside firms to
$742,475,400.
2. Form F-1
    We estimate that currently foreign private issuers file 42
registration statements on Form F-1 each year. We assume that 25% of
the burden required to produce a Form F-1 is borne by foreign private
issuers, resulting in 18,890 annual burden hours incurred by foreign
private issuers out of a total of 75,560 annual burden hours. Thus, we
estimate that 1,799 total burden hours per response are currently
required to prepare a registration statement on Form F-1. We further
assume that 75% of the burden to produce a Form F-1 is carried by
outside professionals retained by foreign private issuers at an average
cost of $400 per hour, for a total cost of $22,667,400.
    We estimate that currently approximately 4 companies that file
registration statements on Form F-1 will be impacted by the amendment
to require foreign private issuers to provide disclosure about a change
in their certifying accountant in their initial registration
statements. The amendment will cause those foreign private issuers to
have more burden hours. We estimate that each company affected by the
amendment will have a .75% increase (13.49 hours) in the number of
burden hours required to prepare their registration statements on Form
F-1, for a total increase of 54 hours. We expect that 25% of these
increased burden hours (13.5 hours) will be incurred by foreign private
issuers. We further expect that 75% of the increased burden hours (40.5
hours) will be incurred by outside firms, at an average cost of $400
per hour, for a total of $16,200 in increased costs to the respondents
of the information collection as a result of the amendment.
    We estimate that none of the companies that file registration
statements on Form F-1 will be impacted by the amendment to require
foreign private issuers that are required to provide a U.S. GAAP
reconciliation to do so pursuant to Item 18 of Form 20-F. In our
experience, the companies that use Form F-1 are engaging in capital
raising transactions, so that all registrants have been providing
financial information according to Item 18. The amendment will be a
technical change to the Form without any expected impact on the
companies using that Form for collection of information purposes.
    Thus, we estimate that the amendments to Form F-1 will increase the
annual burden incurred by foreign private issuers in the preparation of
Form F-1 from 18,890 hours to 18,904 hours. We further estimate that
the amendments will increase the total annual burden associated with
Form F-1 preparation to 75,614 burden hours, which will increase the
average number of burden hours per response to 1800. We further
estimate that the amendments will increase the total annual costs
attributed to the preparation of Form F-1 by outside firms to
$22,683,600.

3. Form F-3
    We estimate that currently foreign private issuers file 106
registration statements on Form F-3 each year. We assume that 25% of
the burden required to produce a Form F-3 is borne by foreign private
issuers, resulting in 4,399 annual burden hours incurred by foreign
private issuers out of a total of 17,596 annual burden hours. Thus, we
estimate that 166 total burden hours per response are currently
required to prepare a registration statement on Form F-3. We further
assume that 75% of the burden to produce a Form F-3 is carried by
outside professionals retained by foreign private issuers at an average
cost of $400 per hour, for a total cost of $5,278,800.
    We estimate that currently approximately 20 companies that file
registration statements on Form F-3 will be impacted by the amendment
to require foreign private issuers that are required to provide a U.S.
GAAP reconciliation to do so pursuant to Item 18 of Form 20-F. The
amendment will cause those foreign private issuers to have more burden
hours. We estimate that each company affected by the amendment will
have a 2% increase (3.32 hours) in the number of burden hours required
to prepare their registration statements on Form F-3, for a total
increase of 66.4 hours. We expect that 25% of these increased burden
hours (16.6 hours) will be incurred by foreign private issuers. We
further expect that 75% of the increased burden hours (49.8 hours) will
be incurred by outside firms, at an average cost of $400 per hour, for
a total of $19,920 in increased costs to the respondents of the
information collection as a result of the amendment.
    In response to comments received, we have amended F-3 to require
foreign private issuers that are repeat registrants to disclose a
change in or disagreement with their certifying accountant in their
registration statements filed on Form F-3. As proposed, this amendment
would have applied only to registration statements used in initial
public offerings, and would not have been reflected in our collection
of information estimates for Form F-3, since Form F-3 is not available
for initial public offerings. We estimate that currently approximately
10 companies that file registration statements on Form F-3 will be
impacted by this amendment. The amendment will cause those foreign
private issuers to have more burden hours. We estimate that each
company affected by the amendment will have a .75% increase (1.245
hours) in the number of burden hours required to prepare their
registration statements on Form F-3, for a total increase of 12.45
hours. We expect that 25% of these increased burden hours (3.11 hours)
will be incurred by foreign private issuers. We further expect that 75%
of the increased burden hours (9.34 hours) will be incurred by outside
firms, at an average cost of $400 per hour, for a total of $3,736 in
increased costs to the respondents of the information collection as a
result of the amendment.
    Thus, we estimate that the amendments to Form F-3 will increase the
annual burden incurred by foreign private issuers in the preparation of
Form F-3 from 4,399 hours to 4,418.71 hours. We further estimate that
the amendments will increase the total annual burden associated with
Form F-3 preparation to 17,674.85 burden hours, which will increase the
average number of burden hours per response to 167. We further estimate
that the amendments will increase the total annual costs attributed to
the preparation of Form F-3 by outside firms to $5,302,455.
4. Form F-4
    We estimate that currently foreign private issuers file 68
registration statements on Form F-4 each year. We assume that 25% of
the burden required to produce a Form F-4 is borne internally by
foreign private issuers, resulting in 24,497 annual burden hours
incurred by foreign private issuers out of a total of 97,988 annual
burden hours. Thus, we estimate that 1,441 total burden hours per
response are currently required to prepare a registration statement on
Form F-4. We further assume that 75% of the burden to produce a Form F-
4 is carried by outside professionals retained by foreign private
issuers at an average cost of $400 per hour, for a total cost of
$29,396,400.
    We estimate that currently approximately none of the companies that
file registration statements on Form F-4 will be impacted by the
amendment to require foreign private issuers that are required to
provide a U.S. GAAP reconciliation to do so pursuant to Item 18 of Form
20-F. In our experience, the companies that use Form F-4 have all been
providing financial information according to Item 18 because of the
types of transactions that are registered on that Form, so the
amendment will be a technical change to the Form without any expected
impact on the companies using it.
    We estimate that currently approximately 5 companies that file
registration statements on Form F-4 will be impacted by the amendment
to require foreign private issuers to provide disclosure about a change
in their certifying accountant in their initial registration
statements. The amendment will cause those foreign private issuers to
have more burden hours. We estimate that each company affected by the
amendment will have a .75% increase (10.81 hours) in the number of
burden hours required to prepare their registration statements on Form
F-1, for a total increase of 54 hours. We expect that 25% of these
increased burden hours (13.5 hours) will be incurred by foreign private
issuers. We further expect that 75% of the increased burden hours (40.5
hours) will be incurred by outside firms, at an average cost of $400
per hour, for a total of $16,200 in increased costs to the respondents
of the information collection as a result of the amendment.
    Thus, we estimate that the amendments to Form F-4 will increase the
annual burden incurred by foreign private issuers in the preparation of
Form F-4 from 24,497 hours to 24,511 hours. We further estimate that
the amendments will increase the total annual burden associated with
Form F-4 preparation to 98,042 burden hours, which will decrease the
average number of burden hours per response to 1,442. We further
estimate that the amendments will increase the total annual costs
attributed to the preparation of Form F-4 by outside firms to
$29,412,600.
5. Other Amendments
    The amendments to Securities Act Rule 405 and Exchange Act Rule 3b-
4 will revise the definition of ``foreign private issuer'' to permit
foreign issuers to test their status as ``foreign private issuers'' on
the last business day of their second fiscal quarter, rather than
continuously, as is currently the case. Our amendments will not change
the amount of information required to be included in Securities Act
registration statements or Exchange Act reports. Therefore, they will
neither increase nor decrease the amount of burden hours necessary to
prepare documents under either of those Acts for the purposes of the
PRA.
    In addition, we do not expect a change in the number of foreign
private issuers who will be required to comply with Rule 13e-3, or the
burden hours required to prepare a Schedule 13E-3. With respect to
domestic issuers, although we do not expect the number of domestic
issuers affected by the amendments to Rule 13e-3 to decrease, we also
expect that the Rule amendments will have a negligible effect on these
issuers because the

smaller reporting companies that will be affected by the amendments
could voluntarily deregister and thus avoid any requirement to comply
with that Rule.

V. Cost-Benefit Analysis

    We are adopting amendments to our rules and forms relating to
foreign private issuers that are intended to enhance the information
that is available to investors, promote investor protection and
facilitate cross-border capital flows.

A. Annual Test for Foreign Private Issuer Status

1. Expected Benefits
    The amendments to the definition of ``foreign private issuer''
contained in Securities Act Rule 405 and Exchange Act Rule 3b-4 will
permit reporting foreign issuers to assess their eligibility to use the
special forms and rules available to foreign private issuers once a
year on the last business day of their second fiscal quarter, rather
than continuously, as is currently the case. This is the same date used
to determine accelerated filer status under Exchange Act Rule 12b-2 and
smaller reporting company status in Item 10(f)(2)(i) of Regulation S-K.
As a result, these adopted amendments should simplify compliance with
the Commission's regulations by establishing one date that is used to
ascertain an issuer's status. Foreign issuers should benefit as a
result of this simplification of their compliance requirements, which
could make the U.S. markets more attractive to them as a source of
capital and thereby enhance the competitiveness of the U.S. markets
compared to other markets. The amendments are expected to reduce the
cost for foreign issuers of monitoring whether they qualify as foreign
private issuers, including the time spent by management in tracking
this information. If more foreign issuers are encouraged to remain in
the U.S. markets and to make public offerings, investors should also
benefit because this will enhance their ability to invest in the
securities of foreign issuers that have been registered with the
Commission, and that are thus subject to the disclosure requirements
and investor protections provided by the federal securities laws.
    Once a foreign issuer determines that it no longer qualifies as a
foreign private issuer, the amendments will provide the issuer with at
least six months' advance notice that it must comply with the domestic
issuer forms and rules. This will provide these issuers with more time
to comply with the reporting requirements applicable to domestic
issuers under the Exchange Act, and to modify their information and
processing systems to comply with the domestic reporting and
registration regime. This includes the requirements to comply with the
more extensive executive compensation disclosure requirements that
apply to domestic issuers, as well as the proxy rules and Section 16
reporting requirements under the Exchange Act, which do not apply to
foreign private issuers. Because the amendments will provide foreign
issuers with advance notice when their status changes, more foreign
issuers may be encouraged to remain in the U.S. markets, and investors
should benefit from the increased opportunities to invest in foreign
securities in the United States.
    The amendments should mitigate a burden on foreign issuers by
reducing the amount of time and the resources they expend to determine
their status pursuant to the four-factor test set forth in the
definition of ``foreign private issuer.'' In this respect, the
amendments will be most beneficial to reporting foreign private issuers
that have close to 50% of their outstanding voting securities held of
record by U.S. residents, since they are most at risk of no longer
qualifying as foreign private issuers. The current requirement that
foreign issuers continuously test their status can result in confusion
for investors if a foreign issuer needs to move between foreign and
domestic reporting forms in the same fiscal year. For example,
investors may be confused if a foreign issuer determines that it no
longer qualifies as a foreign private issuer, and then switches from
the foreign private issuer forms (Form 6-K and Form 20-F) to the
domestic forms (e.g., quarterly reports on Form 10-Q) in the same
fiscal year. In the case of a foreign issuer that loses its foreign
private issuer status, the amendments will benefit U.S. investors by
eliminating the confusion that could result if the foreign issuer
switched forms in the middle of the year. However, the amendments may
not be as helpful in reducing investor confusion with respect to
foreign private issuers that have been reporting under the domestic
regime and that will now be permitted to switch immediately to the
foreign private issuer reporting regime upon the determination of their
eligibility to do so.
    At the same time, foreign issuers that previously did not qualify
as foreign private issuers, but that determine that they will qualify
as foreign private issuers, will be able to use the foreign private
issuer rules and forms immediately under the amendments. This
accommodation could encourage more foreign issuers to enter the U.S
markets and to make public offerings, and should benefit investors by
enhancing their ability to invest in foreign securities that have been
registered with the Commission.
2. Expected Costs
    Investors could incur costs from the amendments if foreign issuers
that have been reporting under the domestic reporting regime
immediately switch over to the foreign private issuer forms once they
qualify as foreign private issuers. Because foreign private issuers
have different Exchange Act reporting obligations than domestic issuers
and file on different forms, some investors may find it confusing if a
foreign issuer that had been reporting under the domestic reporting
regime switches reporting regimes mid-year. In addition, once a foreign
issuer switches status from a domestic issuer to a foreign private
issuer, investors will no longer have the benefit of the disclosures
that were once provided by the foreign issuer on the domestic forms.
    Currently, when a foreign issuer no longer qualifies as a foreign
private issuer, it must immediately file quarterly reports on Form 10-Q
and current reports on Form 8-K. It must also comply with the
Commission's proxy rules and the Section 16 insider stock trading and
short-swing profit recovery provisions. Under the amendments, when a
foreign issuer determines that it no longer qualifies as a foreign
issuer, for the six months following the test date, the foreign issuer
will be permitted to continue relying on the rules applicable to
foreign private issuers, such as the exemption from the proxy rules and
Section 16. The foreign issuer will also be allowed to use the forms
reserved for foreign private issuers, and to provide current reports on
Form 6-K, rather than Exchange Act reports on Forms 10-Q and 8-K.
During that period, investors will not have the benefit of the
additional disclosures that the foreign issuer would otherwise be
required to provide.

B. Amendments to Form 20-F

    The amendments will make several changes to annual reports filed on
Form 20-F. We are adopting amendments to accelerate the deadline for
annual reports filed on Form 20-F by foreign private issuers. We are
also adopting amendments to Form 20-F to require certain additional
disclosures in annual reports on that Form. The adopted amendments will
require issuers to

disclose any changes in and disagreements with the registrant's
certifying accountant in their Form 20-F annual reports, as well as in
the Securities Act registration statements filed by registrants with
the Commission. The amendments will also require disclosure of the fees
and other charges paid by ADR holders to depositaries, and any payments
made by depositaries to the foreign issuers whose securities underlie
the ADRs. In addition, we are adopting amendments to Form 20-F to
require disclosure in the annual report about the significant
differences in the corporate governance practices of listed foreign
private issuers compared to the corporate governance practices
applicable to domestic companies under the relevant exchange's listing
standards. Another adopted amendment will eliminate an instruction to
Item 17 of Form 20-F that permits certain foreign private issuers to
omit segment data from the U.S. GAAP financial statements.
    In addition to these amendments, we are adopting amendments to
eliminate the availability of the limited U.S. GAAP reconciliation
option that is contained in Item 17 of Form 20-F for foreign private
issuers that are only listing a class of securities on a U.S. national
securities exchange, or only registering a class of equity securities
under Section 12(g) of the Exchange Act, and not conducting a public
offering. The amendments will apply not only to registration statements
filed on Form 20-F in the circumstances described above, but also to
annual reports filed on that Form. Related to this adopted amendment,
we are adopting amendments to eliminate the Item 17 limited
reconciliation option for certain non-capital raising offerings, such
as offerings pursuant to dividend reinvestment plans, offerings upon
the conversion of securities, or offerings of investment grade
securities. The Securities Act registration statement forms available
to foreign private issuers (Form F-1, F-3 and F-4) are amended
accordingly.
1. Expected Benefits
    We anticipate that the adopted amendments to Form 20-F and the
related amendments to the Securities Act registration statement forms
available to foreign private issuers will provide a significant benefit
to U.S. investors by providing them with enhanced disclosure that is
more similar to the disclosures provided by domestic issuers, as well
as disclosure on an accelerated basis that is more comparable to the
timeframe within which domestic issuers file annual reports. Because of
the Commission's integrated disclosure system, in which approximately
the same information is provided in both the primary and secondary
markets, the disclosure requirements contained in Form 20-F are often
more comprehensive than the disclosures required by foreign securities
regulators. For example, although many foreign regulators require
audited financial statements and a form of management's report in
annual reports, they do not require disclosure about executive
compensation, description about the issuer's business, or a
Management's Discussion and Analysis.\147\ These additional disclosures
are required in the Form 20-F annual reports that foreign private
issuers file with the Commission.
---------------------------------------------------------------------------

    \147\ In Form 20-F, this disclosure item is contained in Item 5
(Operating and Financial Review and Prospects).
---------------------------------------------------------------------------

    Based on a sample of Form 20-F annual reports filed with the
Commission in the past few years, we estimate that approximately one-
third of all such filers currently file Form 20-F annual reports with
us within 120 days after their fiscal year-end. The adopted amendment
to accelerate the due date for Form 20-F annual reports will thus
affect a majority of the foreign private issuers that file on Form 20-
F. As a result of the accelerated deadline, investors may be better
able to compare the performance of foreign and domestic issuers, since
information about both will be provided on a more contemporaneous
basis.
    The adopted amendments to require additional disclosure in Form 20-
F annual reports should help investors better compare foreign and
domestic issuers. Currently, domestic issuers provide disclosure about
changes in and disagreements with their certifying accountant on a Form
8-K current report. Listed domestic issuers are also required to comply
with the corporate governance requirements of the U.S. exchange on
which their securities are listed, although foreign private issuers
whose securities are listed on the same exchange are exempt. The
adopted amendments will provide investors with more comparable
information about foreign private issuers regarding possible audit
opinion shopping and corporate governance practices.
    The adopted amendments to require disclosure about ADR fees and
payments made by depositaries to the foreign issuers whose securities
underlie the ADRs will make this information more readily available to
investors. The placement of this disclosure in annual reports and Form
20-F registration statements should assist investors in determining the
fees related to their investments in ADRs, including indirect costs
that may be imposed on them if the depositary bank passes along the
cost of its payments to foreign issuers to ADR holders. This should
better enable investors to determine whether to invest in the ADRs of
foreign issuers.
    Several of the adopted amendments to Item 17 of Form 20-F may also
help ensure that all foreign private issuers provide the same level of
financial information, thereby facilitating a readier comparison across
all issuers. This could, as a consequence, increase the attractiveness
of these companies to investors. For example, the adopted amendments
will eliminate the availability of the limited U.S. GAAP reconciliation
option in Item 17 of Form 20-F for annual reports, registration
statements on Form 20-F that do not involve a public offering, and
Securities Act registration statements for certain non-capital raising
transactions. Currently, most foreign private issuers that provide U.S.
GAAP reconciliation disclose financial information according to Item 18
of Form 20-F. The adopted amendment will require that all foreign
private issuers provide this level of disclosure. Another adopted
amendment will eliminate the instruction to Item 17 of Form 20-F that
permits certain foreign private issuers to omit segment data from their
U.S. GAAP financial statements. Although we estimate that less than 10
foreign private issuers use this instruction, the instruction creates
an anomaly whereby an issuer is permitted to provide a qualified U.S.
GAAP audit report.
2. Expected Costs
    Foreign private issuers could incur costs from the adopted
amendments to Form 20-F, and the related amendments to the Securities
Act registration statements available to foreign private issuers. In
order to comply with the adopted accelerated due dates, many foreign
private issuers will likely have to implement new systems for preparing
information during the transition period to the new rules. They could
be required to prepare annual reports on a dual track, one for the
annual report filed with their home country regulator and the Form 20-F
annual report. According to a sample of Form 20-F annual reports filed
with us, approximately one-third of all such filers file their Form 20-
F annual reports within 120 days of their fiscal year-end. The cost of
preparing filings on an accelerated basis may therefore vary among
issuers. In addition, because of the Commission's

integrated disclosure system, in which issuers provide approximately
the same disclosures to both the primary and secondary markets, the
disclosures required in Form 20-F are more substantial than the
information required for annual reports in many foreign jurisdictions.
The amendments could thus result in increased costs for foreign private
issuers.
    The amendments to provide additional disclosures in Form 20-F may
also impose additional costs on foreign private issuers. With respect
to the adopted disclosure regarding ADR fees and payments made by
depositaries, we note that the information about ADR fees is provided
in the deposit agreement and form of receipt that are attached as
exhibits to the Form F-6 used to register the ADRs under the Securities
Act, as well as in the Securities Act registration statement related to
the offering of the securities underlying the ADRs. Because the
information is already required by the Commission, albeit in filings
that most retail investors are not familiar with, we do not believe
that the requirement to include this information in the foreign private
issuer's annual report on Form 20-F will involve significant compliance
costs.
    In addition, the information about the payments made by
depositaries to foreign private issuers will provide important new
information to investors about incentives used by depositaries that may
encourage foreign private issuers to sell their securities in ADR form
and with a particular depositary bank. If foreign issuers are reluctant
to disclose this information, they could be discouraged from entering
the U.S. markets, or, if they already have established ADR facilities
in the United States, from maintaining their ADR facilities. This could
reduce the opportunities for investors to invest in foreign securities
in the United States.
    Foreign private issuers could incur some costs related to the
proposal to include information about differences in corporate
governance practices for listed foreign private issuers. However, the
U.S. exchanges already require that this information be prepared. For
foreign private issuers that are listed on U.S. exchanges, the
amendment will not involve the collection of new information or
preparation of new disclosure, but will simply require that the
information also be made available in the annual report, where many
investors may expect to see it. As a result, we believe the compliance
costs of this amendment will be relatively small. Corporate governance
information elicited by the amendment will not be required for issuers
that are not listed on a U.S. exchange.
    The amendments to eliminate the availability of the limited U.S.
GAAP reconciliation contained in Item 17 of Form 20-F could result in
costs for the affected foreign private issuers because they will now
need to collect this information and to prepare additional disclosure
in their Form 20-F annual reports. Some commenters expressed concern
about the potential compliance burdens associated with the amendment to
eliminate the availability of the Item 17 reconciliation, especially
because they believe that other countries are gradually requiring
footnote disclosures comparable in scope to U.S. GAAP and Regulation S-
X. However, based on our review of Form 20-F annual report filings made
with us for fiscal year 2006, we estimate that most foreign private
issuers already provide financial information according to Item 18 of
Form 20-F. In addition, we believe that a reconciliation that includes
the footnote disclosures required by U.S. GAAP and Regulation S-X can
provide important additional information to investors. Some commenters
also noted that foreign private issuers that provide the Item 17
reconciliation in their annual reports tend to be smaller companies,
and that these companies would face significant burdens on their
financial accounting and reporting system if they are required to
provide the additional Item 18 disclosures and also comply with the
accelerated due date for filing Form 20-F annual reports at the same
time. To reduce the potential burdens on these issuers, we are
providing a three-year transaction period before the amendment takes
effect, which will align the compliance date for the adopted amendments
with the date on which many countries will be adopting IFRS.
    The amendment to require segment data in U.S. GAAP financial
statements could also result in costs for the affected foreign private
issuers because of the need to collect this information and to prepare
additional disclosure in their Form 20-F annual reports. However, we
note that approximately five foreign private issuers will be affected
by the requirement to provide segment data.
    Foreign private issuers will also incur costs in connection with
the amendment to require disclosure about any changes in and
disagreements with the registrant's certifying accountant in Form 20-F
annual reports and in Securities Act registration statements filed by
registrants. In addition to the preparation costs of including this
information in the Form 20-F, the foreign private issuer could also
incur certain costs associated with the requirement to obtain a letter
from its former accountant stating whether it agrees with the
disclosure provided by the issuer in the document filed with the
Commission.
    Investors may incur costs to the extent that the amendments to Form
20-F discourage foreign private issuers from registering or maintaining
their registration with the Commission. If foreign private issuers
deregister or do not register their securities under the Securities Act
or the Exchange Act, there may be reduced opportunities for investment
by U.S. investors in the securities of foreign issuers. Although each
of the adopted amendments will affect a different number of foreign
private issuers, for purposes of the Paperwork Reduction Act, we
estimate that these new disclosures will result in an increased
paperwork burden of 25 hours for all respondents and $4,606,800 for
Form 20-F.

C. Exchange Act Rule 13e-3

1. Expected Benefits
    We believe that the amendment to Exchange Act Rule 13e-3, which
pertains to going private transactions by reporting issuers or their
affiliates, to reflect the recently adopted rules pertaining to the
ability of foreign private issuers to terminate their Exchange Act
registration and reporting obligations will benefit investors. By
amending this Rule, the test for determining when a domestic issuer
undertakes a going private transaction will also change. The amendment
will help ensure that Rule 13e-3 covered the types of transactions that
were intended when the Commission first adopted the Rule. Investors
will benefit because more foreign private issuers are expected to be
able to terminate their registration and reporting obligations under
the Exchange Act as a result of these recently adopted amendments. If
more foreign private issuers decide to conduct going private
transactions to terminate their registration or reporting obligations,
the amendment to Rule 13e-3 will require more foreign private issuers
to comply with that Rule and to file a Schedule 13E-3, as required by
that Rule. Similarly, modernizing Rule 13e-3 to apply equally to
domestic issuers when a transaction identified in the Rule results in
the issuer becoming eligible to terminate or suspend its reporting
obligations is consistent with the policy purpose supporting the Rule's
initial adoption. Investors will benefit from the additional
disclosures that will be provided.

2. Expected Costs
    Foreign private issuers and domestic issuers may incur additional
costs in connection with the adopted amendment to Rule 13e-
3(a)(3)(ii)(A) if Rule 13e-3 is more easily triggered because of the
reference to the new termination of registration and reporting
requirements that apply to foreign private issuers. These costs will
include, for example, the cost of preparing, filing and disseminating a
Schedule 13E-3, as well as any required amendments to that Schedule,
with the Commission.

VI. Consideration of Impact on the Economy, Burden on Competition, and
Promotion of Efficiency, Competition, and Capital Formation

    When engaging in rulemaking that requires us to consider or
determine whether an action is necessary or appropriate in the public
interest, Section 2(b) of the Securities Act \148\ and Section 3(f) of
the Exchange Act \149\ require us to consider whether the action will
promote efficiency, competition and capital formation. When adopting
rules under the Exchange Act, Section 23(a)(2) of the Exchange Act
\150\ requires us to consider the impact that any new rule will have on
competition. In addition, Section 23(a)(2) prohibits us from adopting
any rule that will impose a burden on competition not necessary or
appropriate in furtherance of the purposes of the Exchange Act.
---------------------------------------------------------------------------

    \148\ 15 U.S.C. 77b(b).
    \149\ 15 U.S.C. 78c(f).
    \150\ 15 U.S.C. 78w(a)(2).
---------------------------------------------------------------------------

    In the Proposing Release, we considered the proposed amendments in
light of the standards set forth in the above referenced statutory
sections. We solicited comment on whether, if adopted, the proposed
rule amendments would result in any anti-competitive effect or would
promote efficiency, competition and capital formation. In addition, we
encouraged commenters to provide empirical data or other facts to
support their views on any anti-competitive effects or any burdens on
efficiency, competition or capital formation that may result from
adoption of the proposed amendments.
    We did not receive any empirical data in this regard concerning the
proposed amendments. However, with respect to our amendment to require
more disclosure about payments made by depositaries in connection with
ADR facilities, one commenter suggested that disclosure of the
aggregate amount of incentive payments made by depositaries to foreign
private issuers whose securities underlie the ADRs, rather than
disclosure about each payment, would avoid undermining competition
among depositaries. We believe that information about the types of
payments made by depositaries to issuers would be useful to investors
because it would enable them to understand the purpose of the payments,
and that the disclosure of that information on an aggregate basis would
undercut the value of the disclosure. Accordingly, we continue to
believe the new rules will contribute to efficiency, competition and
capital formation.
    The purpose of the amendments to Securities Act Rule 405 and
Exchange Act Rule 3b-4, which will permit foreign issuers to assess
their eligibility to use the special forms and rules available to
foreign private issuers once a year, are expected to facilitate capital
formation by foreign issuers in the U.S. capital markets. The adopted
amendments should reduce regulatory compliance burdens for foreign
private issuers that rely on the adopted amendments because of the
reduction in monitoring costs. Reduced compliance burdens are expected
to lower the cost of raising capital in the Unites States for those
issuers. In addition, the competitiveness of the U.S. markets may be
enhanced because the reduced monitoring costs may make the markets more
attractive to them. The reduction in compliance burdens may also
promote efficiency because foreign issuers will no longer need to
continuously test their qualification as foreign private issuers.
    The amendments to Form 20-F will accelerate the reporting deadline
for annual reports on Form 20-F. The amendments to Exchange Act Rules
13a-10 and 15d-10, which pertain to transition reports filed on Form
20-F, and the amendments to Exchange Act Rule 15d-2, which pertain to
special financial reports filed by foreign private issuers, will
conform the due dates for these reports with the new due date for
annual reports on Form 20-F. Several of the adopted amendments to Form
20-F will require more disclosure in the annual reports filed by
foreign private issuers. The disclosures required will include
information about any changes in and disagreements with the
registrant's certifying accountant, ADR fees and payments made by
depositaries to the foreign issuers whose securities underlie the ADR,
and information about corporate governance. In addition, the amendments
will eliminate the availability of the limited U.S. GAAP reconciliation
option contained in Item 17 of Form 20-F, and will eliminate an
instruction to Item 17 of that Form, which permits certain foreign
private issuers to omit segment data from their U.S. GAAP financial
statements.
    These amendments will create a more level playing field between
foreign private issuers and U.S. issuers because they will require
disclosures from foreign private issuers that are currently required of
domestic issuers. Foreign private issuers that file annual reports on
Form 20-F will also be required to provide these annual reports in a
timeframe that is closer to the annual report due dates imposed on
domestic issuers. As a result, the amendments should put foreign
private issuers and domestic issuers in a more similar position with
respect to their compliance obligations under the Commission's
regulations, although the incremental costs of complying with these
amendments may also create a disincentive for some foreign private
issuers to enter the U.S. capital markets.
    The amendments may also facilitate capital formation by foreign
companies in the U.S. capital markets by enabling investors to obtain
more information about these companies in a timeframe that will make
the information useful to them and in a manner that will allow for
greater comparability to domestic issuers. This could affect the
allocation of capital between foreign private issuers and domestic
issuers.
    The amendments to Exchange Act Rule 13e-3, which reflect the newly
adopted rules pertaining to the termination and deregistration of the
reporting obligations of foreign private issuers, could require more
foreign private issuers and domestic issuers to comply with that Rule
and to file a Schedule 13E-3 as a result if more issuers decide to
conduct going private transactions to terminate their registration and
reporting obligations. This additional compliance obligation could
create a disincentive for foreign private issuers to enter the U.S.
markets.

VII. Regulatory Flexibility Act Certification

    Under Section 605(b) of the Regulatory Flexibility Act,\151\ the
Commission certified that the proposed amendments to Rule 405 of
Regulation C, Form F-1, Form F-3, and Form F-4 under the Securities
Act, and Form 20-F, Rule 3b-4, Rule 13a-10, Rule 13e-3 and Rule 15d-10
under the Exchange Act contained in this release, if adopted, will not
have a significant economic impact on a substantial number of small
entities. It included this certification in Part VIII of the Proposing
Release. While the Commission encouraged written

comments regarding this certification, no commenters responded to this
request.
---------------------------------------------------------------------------

    \151\ 5 U.S.C. 605(b).
---------------------------------------------------------------------------

VIII. Statutory Authority and Text of Final Amendments

    We are adopting amendments to the rules and forms pursuant to the
authority set forth in Sections 6, 7, 10 and 19 of the Securities Act,
as amended, and Sections 3, 12, 13, 15, 23 and 36 of the Exchange Act,
as amended.

List of Subjects in 17 CFR Parts 230, 239, 240 and 249

    Reporting and recordkeeping requirements, Securities.

Text of the Amendments

0
For the reasons set out in the preamble, the Commission is amending
Title 17, Chapter II of the Code of Federal Regulations as follows:

PART 230--GENERAL RULES AND REGULATIONS, SECURITIES ACT OF 1933

0
1. The authority citation for Part 230 continues to read in part as
follows:

    Authority: 15 U.S.C. 77b, 77c, 77d, 77f, 77g, 77h, 77j, 77r,
77s, 77z-3, 77sss, 78c, 78d, 78j, 78l, 78m, 78n, 78o, 78t, 78w,
78ll(d), 78mm, 80a-8, 80a-24, 80a-28, 80a-29, 80a-30, and 80a-37,
unless otherwise noted.
* * * * *

0
2. Section 230.405 is amended by revising the definition of ``foreign
private issuer'' to read as follows:

Sec.  230.405  Definition of terms.

* * * * *
    Foreign private issuer. (1) The term foreign private issuer means
any foreign issuer other than a foreign government except an issuer
meeting the following conditions as of the last business day of its
most recently completed second fiscal quarter:
    (i) More than 50 percent of the outstanding voting securities of
such issuer are directly or indirectly owned of record by residents of
the United States; and
    (ii) Any of the following:
    (A) The majority of the executive officers or directors are United
States citizens or residents;
    (B) More than 50 percent of the assets of the issuer are located in
the United States; or
    (C) The business of the issuer is administered principally in the
United States.
    (2) In the case of a new registrant with the Commission, the
determination of whether an issuer is a foreign private issuer shall be
made as of a date within 30 days prior to the issuer's filing of an
initial registration statement under either the Act or the Securities
Exchange Act of 1934.
    (3) Once an issuer qualifies as a foreign private issuer, it will
immediately be able to use the forms and rules designated for foreign
private issuers until it fails to qualify for this status at the end of
its most recently completed second fiscal quarter. An issuer's
determination that it fails to qualify as a foreign private issuer
governs its eligibility to use the forms and rules designated for
foreign private issuers beginning on the first day of the fiscal year
following the determination date. Once an issuer fails to qualify for
foreign private issuer status, it will remain unqualified unless it
meets the requirements for foreign private issuer status as of the last
business day of its second fiscal quarter.
* * * * *

PART 239--FORMS PRESCRIBED UNDER THE SECURITIES ACT OF 1933

0
3. The authority citation for part 239 continues to read in part as
follows:

    Authority: 15 U.S.C. 77f, 77g, 77h, 77j, 77s, 77z-2, 77z-3,
77sss, 78c, 78l, 78m, 78n, 78o(d), 78u-5, 78w(a), 78ll, 78mm, 80a-
2(a), 80a-3, 80a-8, 80a-9, 80a-10, 80a-13, 80a-24, 80a-26, 80a-29,
80a-30, and 80a-37, unless otherwise noted.
* * * * *

0
4. Form F-1 (referenced in Sec.  239.31) Part I is amended by:
0
a. Revising paragraph (c) of Item 4;
0
b. Adding paragraph (d) to Item 4; and
0
c. Revising the Instruction to Item 4A.
    The revisions and addition read as follows:

    Note: The text of Form F-1 does not, and the amendments thereto
will not, appear in the Code of Federal Regulations.]
FORM F-1
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
* * * * *
PART I
* * * * *
Item 4. Information with Respect to the Registrant and the Offering.
    Furnish the following information with respect to the Registrant.
* * * * *
    (c) For the registrant's fiscal years ending before December 15,
2011, information required by Item 17 of Form 20-F may be furnished in
lieu of the information specified by Item 18 thereof if the only
securities being registered are non-convertible securities that are
``investment grade securities,'' as defined below, or the only
securities to be registered are to be offered:
    1. upon the exercise of outstanding rights granted by the issuer of
the securities to be offered, if such rights are granted on a pro rata
basis to all existing security holders of the class of securities to
which the rights attach and there is no standby underwriting in the
United States or similar arrangement; or
    2. pursuant to a dividend or interest reinvestment plan; or
    3. upon the conversion of outstanding convertible securities or
upon the exercise of outstanding transferable warrants issued by the
issuer of the securities to be offered, or by an affiliate of such
issuer.
    (d) For the registrant's fiscal years ending on or after December
15, 2009, information required by Item 16F of Form 20-F.
* * * * *
Item 4A. Material Changes.
* * * * *
    Instruction.
    For the registrant's fiscal years ending before December 15, 2011,
financial statements or information required to be furnished by this
Item shall be reconciled pursuant to either Item 17 or Item 18 of Form
20-F, whichever is applicable to the primary financial statements. For
the registrant's fiscal years ending on or after December 15, 2011,
financial statements or information required to be furnished by this
Item shall be reconciled pursuant to Item 18 of Form 20-F.

0
5. Form F-3 (referenced in Sec.  239.33) is amended by:
0
a. Revising General Instruction I.B.2.;
0
b. Revising General Instruction I.B.3.;
0
c. Revising General Instruction I.B.4.; and
0
d. Revising the Instruction to Item 5.
    The revisions read as follows:

    Note: The text of Form F-3 does not, and the amendments thereto
will not, appear in the Code of Federal Regulations.

FORM F-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
* * * * *
GENERAL INSTRUCTIONS
I. * * *
* * * * *
B. Transaction Requirements
* * * * *
    2. Primary Offerings of Non-convertible Investment Grade
Securities. Non-convertible securities to be offered

for cash if such securities are ``investment grade securities.'' A non-
convertible security is an ``investment grade security'' if, at the
time of sale, at least one nationally recognized statistical rating
organization (as that term is used in Rule 15c3-1(c)(2)(vi)(F) under
the Exchange Act (Sec.  240.15c3-1(c)(2)(vi)(F) of this chapter)) has
rated the security in one of its generic rating categories that
signifies investment grade; typically, the four highest rating
categories (within which there may be subcategories or gradations
indicating relative standing) signify investment grade. For the
registrant's fiscal years ending before December 15, 2011, in the case
of securities registered pursuant to this paragraph, the financial
statements included in this registration statement may comply with Item
17 or 18 of Form 20-F. For the registrant's fiscal years ending on or
after December 15, 2011, in the case of securities registered pursuant
to this paragraph, the financial statements included in this
registration statement must comply with Item 18 of Form 20-F.
    3. Transactions Involving Secondary Offerings. Outstanding
securities to be offered for the account of any person other than the
issuer, including securities acquired by standby underwriters in
connection with the call or redemption by the issuer of warrants or a
class of convertible securities. In the case of such securities, the
financial statements included in this registration statement may comply
with Item 17 or 18 of Form 20-F for a registrant's fiscal years ending
before December 15, 2011; and for the registrant's fiscal years ending
on or after December 15, 2011, the financial statements included in
this registration statement must comply with Item 18 of Form 20-F. In
addition, Form F-3 may be used by affiliates to register securities for
resale pursuant to the conditions specified in General Instruction C to
Form S-8 (Sec.  239.16b of this chapter). In the case of such
securities, the financial statements included in this registration
statement must comply with Item 18 of Form 20-F (Sec.  249.220f of this
chapter).
    4. Rights Offerings, Dividend or Interest Reinvestment Plans, and
Conversions or Warrants. Securities to be offered: (a) Upon the
exercise of outstanding rights granted by the issuer of the securities
to be offered, if such rights are granted pro rata to all existing
security holders of the class of securities to which the rights attach;
or (b) pursuant to a dividend or interest reinvestment plan; or (c)
upon the conversion of outstanding convertible securities or upon the
exercise of outstanding transferable warrants issued by the issuer of
the securities to be offered, or by an affiliate of such issuer. In the
case of securities registered pursuant to this paragraph, the financial
statements included in this registration statement may comply with Item
17 or 18 of Form 20-F for the registrant's fiscal years ending before
December 15, 2011; and for the registrant's fiscal years ending on or
after December 15, 2011, the financial statements included in this
registration statement must comply with Item 18 of Form 20-F. The
registration of securities to be offered or sold in a standby
underwriting in the United States or similar arrangement is not
permitted pursuant to this paragraph. See paragraphs B.1., B.2., and
B.3. of this Instruction.
* * * * *
Item 5. Material Changes
* * * * *
    Instructions.
    1. For a registrant's fiscal years ending before December 15, 2011,
financial statements or information required to be furnished by this
Item shall be reconciled pursuant to either Item 17 or 18 of Form 20-F,
whichever is applicable to the primary financial statements. For a
registrant's fiscal years ending on or after December 15, 2011,
financial statements or information required to be furnished by this
Item shall be reconciled pursuant to Item 18 of Form 20-F.
    2. Material changes to be disclosed pursuant to Item 5(a) include
changes in and disagreements with registrant's certifying accountant.
For the registrant's fiscal years ending on or after December 15, 2009,
disclosure pursuant to Item 16F of Form 20-F should be provided as of
the date of the registration statement or prospectus.
* * * * *

0
6. Form F-4 (referenced in Sec.  239.34) is amended by:
0
a. Revising Instruction 1 to Item 11;
0
b. Revising Item 12(b)(2) introductory text;
0
c. In Item 12(b)(3)(vi)(B), removing the period and adding in its place
a semicolon;
0
d. Revising Item 12(b)(3)(vii);
0
e. In Item 12(b)(3)(viii), removing the period and adding in its place
``; and'' and adding Item 12(b)(3)(ix);
0
f. Revising Instruction 1 to Item 13;
0
g. Revising Item 14(h);
0
h. In Item 14(i), removing the period and adding in its place ``;
and'';
0
i. Adding Item 14(j); and
0
j. In Item 17(b)(5)(ii), removing the period and adding in its place
``; and'' and adding Item 17(b)(6).
    The revisions and additions read as follows:
    [Note: The text of Form F-4 does not, and the amendments thereto
will not, appear in the Code of Federal Regulations.]
FORM F-4
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
* * * * *
Item 11. Incorporation of Certain Information by Reference
* * * * *
    Instructions
    1. For the registrant's fiscal years ending before December 15,
2011, all annual reports or registration statements incorporated by
reference pursuant to Item 11 of this Form shall contain financial
statements that comply with Item 18 of Form 20-F, except that financial
statements of the registrants may comply with Item 17 of Form 20-F if
the only securities being registered are investment grade securities as
defined in the General Instructions to Form F-3. For the registrant's
fiscal years ending on or after December 15, 2011, all annual reports
or registration statements incorporated by reference pursuant to Item
11 of this Form shall contain financial statements that comply with
Item 18 of Form 20-F.
* * * * *
Item 12. Information With Respect to F-3 Registrants
* * * * *
    (b) * * *
    (2) For the registrant's fiscal years ending before December 15,
2011, include financial statements and information as required by Item
18 of Form 20-F, except that financial statements of the registrant may
comply with Item 17 of Form 20-F if the only securities being
registered are investment grade securities as defined in the General
Instructions to Form F-3. For the registrant's fiscal years ending on
or after December 15, 2011, include financial statements and
information as required by Item 18 of Form 20-F. In addition, provide:
    (3) * * *
    (vii) For the registrant's fiscal years ending before December 15,
2011, financial statements required by Item 18 of Form 20-F, except
that financial statements of the registrant may comply with Item 17 of
Form 20-F if the only securities being registered are investment grade
securities as defined in the General Instructions to Form F-3, and
financial information required by Rule 3-05 and Article 11 of
Regulation S-X with respect to transactions other than that pursuant to
which the securities being registered are to be

issued. (Schedules required under Regulation S-X shall be filed as
``Financial Statement Schedules'' pursuant to Item 21 of this Form, but
need not be provided with respect to the company being acquired if
information is being furnished pursuant to Item 17(a) of this Form.)
For the registrant's fiscal years ending on or after December 15, 2011,
financial statements required by Item 18 of Form 20-F, and financial
information required by Rule 3-05 and Article 11 of Regulation S-X with
respect to transactions other than that pursuant to which the
securities being registered are to be issued;
* * * * *
    (ix) For the registrant's fiscal years ending on or after December
15, 2009, Item 16F of Form 20-F, change in registrant's certifying
accountant.
Item 13. Incorporation of Certain Information by Reference
* * * * *
    Instructions
    1. For the registrant's fiscal years ending before December 15,
2011, all annual reports incorporated by reference pursuant to Item 13
of this Form shall contain financial statements that comply with Item
18 of Form 20-F, except that financial statements of the registrants
may comply with Item 17 of Form 20-F if the only securities being
registered are investment grade securities as defined in the General
Instructions to Form F-3. For the registrant's fiscal years ending on
or after December 15, 2011, all annual reports incorporated by
reference pursuant to Item 13 of this Form shall contain financial
statements that comply with Item 18 of Form 20-F.
* * * * *
Item 14. Information With Respect to Foreign Registrants Other Than F-3
Registrants
* * * * *
    (h) For the registrant's fiscal years ending before December 15,
2011, financial statements required by Item 18 of Form 20-F, except
that financial statements of the registrants may comply with Item 17 of
Form 20-F if the only securities being registered are investment grade
securities as defined in the General Instructions to Form F-1; and for
the registrant's fiscal years ending on or after December 15, 2011,
financial statements required by Item 18 of Form 20-F. In addition,
financial information required by Rule 3-05 and Article 11 of
Regulation S-X with respect to transactions other than that pursuant to
which the securities being registered are to be issued. (Schedules
required by Regulation S-X shall be filed as ``Financial Statement
Schedules'' pursuant to Item 21 of this Form.);
* * * * *
    (j) For the registrant's fiscal years ending on or after December
15, 2009, Item 16F of Form 20-F, change in registrant's certifying
accountant.
* * * * *
Item 17. Information With Respect to Foreign Companies Other Than F-3
Companies
* * * * *
    (b) * * *
    (6) For the registrant's fiscal years ending on or after December
15, 2009, Item 16F of Form 20-F, change in registrant's certifying
accountant.
* * * * *

PART 240--GENERAL RULES AND REGULATIONS, SECURITIES EXCHANGE ACT OF
1934

0
7. The authority citation for Part 240 continues to read in part as
follows:

    Authority: 15 U.S.C. 77c, 77d, 77g, 77j, 77s, 77z-2, 77z-3,
77eee, 77ggg, 77nnn, 77sss, 77ttt, 78c, 78d, 78e, 78f, 78g, 78i,
78j, 78j-1, 78k, 78k-1, 78l, 78m, 78n, 78o, 78p, 78q, 78s, 78u-5,
78w, 78x, 78ll, 78mm, 80a-20, 80a-23, 80a-29, 80a-37, 80b-3, 80b-4,
80b-11, and 7201 et seq.; and 18 U.S.C. 1350, unless otherwise
noted.
* * * * *

0
8. Section 240.3b-4 is amended by:
0
a. Revising paragraph (c) introductory text;
0
b. Adding paragraphs (d) and (e); and
0
c. Removing the authority citations following the section.
    The revision and addition read as follows:

Sec.  240.3b-4  Definition of ``foreign government,'' ``foreign
issuer'' and ``foreign private issuer''.

* * * * *
    (c) The term foreign private issuer means any foreign issuer other
than a foreign government except for an issuer meeting the following
conditions as of the last business day of its most recently completed
second fiscal quarter:
* * * * *
    (d) Notwithstanding paragraph (c) of this section, in the case of a
new registrant with the Commission, the determination of whether an
issuer is a foreign private issuer will be made as of a date within 30
days prior to the issuer's filing of an initial registration statement
under either the Act or the Securities Act of 1933.
    (e) Once an issuer qualifies as a foreign private issuer, it will
immediately be able to use the forms and rules designated for foreign
private issuers until it fails to qualify for this status at the end of
its most recently completed second fiscal quarter. An issuer's
determination that it fails to qualify as a foreign private issuer
governs its eligibility to use the forms and rules designated for
foreign private issuers beginning on the first day of the fiscal year
following the determination date. Once an issuer fails to qualify for
foreign private issuer status, it will remain unqualified unless it
meets the requirements for foreign private issuer status as of the last
business day of its second fiscal quarter.

0
9. Section 240.13a-10 is amended by revising paragraph (g)(3) to read
as follows:

Sec.  240.13a-10  Transition reports.

* * * * *
    (g) * * *
    (3) The report for the transition period shall be filed on Form 20-
F responding to all items to which such issuer is required to respond
when Form 20-F is used as an annual report. The financial statements
for the transition period filed therewith shall be audited. The report
shall be filed within the following period:
    (i) Within six months after either the close of the transition
period or the date on which the issuer made the determination to change
the fiscal closing date, whichever is later, for new fiscal years
ending before December 15, 2011; and
    (ii) Within four months after either the close of the transition
period or the date on which the issuer made the determination to change
the fiscal closing date, whichever is later, for new fiscal years
ending on or after December 15, 2011.
* * * * *

0
10. Section 240.13e-3 is amended by revising paragraph (a)(3)(ii)(A) to
read as follows:

Sec.  240.13e-3  Going private transactions by certain issuers or their
affiliates.

    (a) * * *
    (3) * * *
    (ii) * * *
    (A) Causing any class of equity securities of the issuer which is
subject to section 12(g) or section 15(d) of the Act to become eligible
for termination of registration under Rule 12g-4 (Sec.  240.12g-4) or
Rule 12h-6 (Sec.  240.12h-6), or causing the reporting obligations with
respect to such class to become eligible for termination under Rule
12h-6 (Sec.  240.12h-6); or suspension under Rule 12h-3 (Sec.  240.12h-
3) or section 15(d); or
* * * * *

0
11. Section 240.15d-2 is amended by revising paragraph (a) and removing
the authority citations following the section to read as follows:

Sec.  240.15d-2  Special financial report.

    (a) If the registration statement under the Securities Act of 1933
did not contain certified financial statements for the registrant's
last full fiscal year (or for the life of the registrant if less than a
full fiscal year) preceding the fiscal year in which the registration
statement became effective, the registrant shall, within 90 days after
the effective date of the registration statement, file a special report
furnishing certified financial statements for such last full fiscal
year or other period, as the case may be, meeting the requirements of
the form appropriate for annual reports of the registrant. If the
registrant is a foreign private issuer as defined in Sec.  230.405 of
this chapter, then the special financial report shall be filed on the
appropriate form for annual reports of the registrant and shall be
filed within the following period:
    (1) By the later of 90 days after the date on which the
registration statement became effective, or six months following the
end of the registrant's full fiscal year, for fiscal years ending
before December 15, 2011; and
    (2) By the later of 90 days after the date on which the
registration statement became effective, or four months following the
end of the registrant's latest full fiscal year, for fiscal years
ending on or after December 15, 2011.
* * * * *

0
12. Section 240.15d-10 is amended by revising paragraph (g)(3) to read
as follows:

Sec.  240.15d-10  Transition reports.

* * * * *
    (g) * * *
    (3) The report for the transition period shall be filed on Form 20-
F responding to all items to which such issuer is required to respond
when Form 20-F is used as an annual report. The financial statements
for the transition period filed therewith shall be audited. The report
shall be filed within the following period:
    (i) Within six months after either the close of the transition
period or the date on which the issuer made the determination to change
the fiscal closing date, whichever is later, for new fiscal years
ending before December 15, 2011; and
    (ii) Within four months after either the close of the transition
period or the date on which the issuer made the determination to change
the fiscal closing date, whichever is later, for new fiscal years
ending on or after December 15, 2011.
* * * * *

PART 249--FORMS, SECURITIES EXCHANGE ACT OF 1934

0
13. The authority citation for Part 249 continues to read in part as
follows:

    Authority: 15 U.S.C. 78a et seq. and 7201 et seq.; and 18 U.S.C.
1350, unless otherwise noted.
* * * * *

0
14. Form 20-F (referenced in Sec.  249.220f) is amended by:
0
a. Revising General Instructions A.(b) and E.(c);
0
b. Revising Item 12.D introductory text, Item 12.D.3, and Instruction 1
to Item 12;
0
c. Revising Item 12.D to revise the phrase ``American depositary
receipts'' to read ``American Depositary Receipts'' and adding Item
12.D.4;
0
d. Adding Item 16F and Instructions to Item 16F;
0
e. Adding Item 16G and an Instruction to Item 16G;
0
f. Revising Instruction 3 to Item 17; and
0
g. Revising Instruction 1 to Item 18.
    The additions and revisions read as follows:

    [Note: The text of Form 20-F does not, and the amendments thereto
will not, appear in the Code of Federal Regulations.]
FORM 20-F
* * * * *
GENERAL INSTRUCTIONS
A. Who May Use Form 20-F and When It Must Be Filed.
* * * * *
    (b) A foreign private issuer must file its annual report on this
Form within the following period:
    (1) Within six months after the end of the fiscal year covered by
the report for fiscal years ending before December 15, 2011; and
    (2) Within four months after the end of the fiscal year covered by
the report for fiscal years ending on or after December 15, 2011.
* * * * *
E. Which Items to Respond to in Registration Statements and Annual
Reports.
* * * * *
    (c) Financial Statements.
    (1) For an issuer's fiscal years ending before December 15, 2011,
an Exchange Act registration statement or annual report filed on this
Form must contain the financial statements and related information
specified in Item 17 of this Form. We encourage you to provide the
financial statements and related information specified in Item 18 of
this Form in lieu of Item 17, but the Item 18 statements and
information are not required. In certain circumstances, Forms F-1, F-3
or F-4 for the registration of securities under the Securities Act
require that you provide the financial statements and related
information specified in Item 18 in your annual report on Form 20-F.
Consult those Securities Act forms for the specific requirements and
consider the potential advantages of complying with Item 18 instead of
Item 17 of this Form. Note that Items 17 and 18 may require you to file
financial statements of other entities in certain circumstances. These
circumstances are described in Regulation S-X.
    (2) For the issuer's fiscal years ending on or after December 15,
2011, an Exchange Act registration statement or annual report filed on
this Form must contain the financial statements and related information
specified in Item 18 of this Form. Note that Items 17 and 18 may
require you to file the financial statements of other entities in
certain circumstances. These circumstances are described in Regulation
S-X.
    (3) The financial statements must be audited in accordance with
U.S. generally accepted auditing standards, and the auditor must comply
with the U.S. standards for auditor independence. If you have any
questions about these requirements, contact the Office of Chief
Accountant in the Division of Corporation Finance at<PHONE_NUMBER>.
* * * * *
Item 12. Description of Securities Other than Equity Securities.
* * * * *
    D. American Depositary Shares. If you are registering securities
represented by American Depositary Receipts in a sponsored facility,
provide the following information.
* * * * *
    3. Describe all fees and charges that a holder of American
Depositary Receipts may have to pay, either directly or indirectly.
Indicate the type of service, the amount of the fees or charges and to
whom the fees or charges are paid. In particular, provide information
about any fees or charges in connection with (a) depositing or
substituting the underlying shares; (b) receiving or distributing
dividends; (c) selling or exercising rights; (d) withdrawing an
underlying security; (e) transferring, splitting or grouping receipts;
and (f)

general depositary services, particularly those charged on an annual
basis. Provide information about the depositary's right, if any, to
collect fees and charges by offsetting them against dividends received
and deposited securities.
    4. In addition, describe all fees and other direct and indirect
payments made by the depositary to the foreign issuer of the deposited
securities.
    Instructions to Item 12:
    1. You do not need to provide the information called for by this
Item if you are using the form as an annual report for your fiscal
years ending before December 15, 2009. For your fiscal years ending on
or after December 15, 2009, except for Item 12.D.3. and Item 12.D.4.,
you do not need to provide the information called for by this Item if
you are using this form as an annual report.
* * * * *
Item 16F. Change in Registrant's Certifying Accountant.
    (a)(1) If during the registrant's two most recent fiscal years or
any subsequent interim period, an independent accountant who was
previously engaged as the principal accountant to audit the
registrant's financial statements, or an independent accountant who was
previously engaged to audit a significant subsidiary and on whom the
principal accountant expressed reliance in its report, has resigned (or
indicated it has declined to stand for re-election after the completion
of the current audit) or was dismissed, then the registrant shall:
    (i) State whether the former accountant resigned, declined to stand
for re-election or was dismissed and the date thereof.
    (ii) State whether the principal accountant's report on the
financial statements for either of the past two years contained an
adverse opinion or a disclaimer of opinion, or was qualified or
modified as to uncertainty, audit scope, or accounting principles; and
also describe the nature of each such adverse opinion, disclaimer of
opinion, modification, or qualification.
    (iii) State whether the decision to change accountants was
recommended or approved by:
    (A) Any audit or similar committee of the board of directors, if
the issuer has such a committee; or
    (B) The board of directors, if the issuer has no such committee.
    (iv) State whether during the registrant's two most recent fiscal
years and any subsequent interim period preceding such resignation,
declination or dismissal there were any disagreements with the former
accountant on any matter of accounting principles or practices,
financial statement disclosure, or auditing scope or procedure, which
disagreement(s), if not resolved to the satisfaction of the former
accountant, would have caused it to make reference to the subject
matter of the disagreement(s) in connection with its report. The
disagreements required to be reported in response to this Item include
both those resolved to the former accountant's satisfaction and those
not resolved to the former accountant's satisfaction. Disagreements
contemplated by this Item are those that occur at the decision-making
level, i.e., between personnel of the registrant responsible for
presentation of its financial statements and personnel of the
accounting firm responsible for rendering its report. Also:
    (A) Describe each such disagreement;
    (B) State whether any audit or similar committee of the board of
directors, or the board of directors, discussed the subject matter of
each of such disagreements with the former accountant; and
    (C) State whether the registrant has authorized the former
accountant to respond fully to the inquiries of the successor
accountant concerning the subject matter of each of such disagreements
and, if not, describe the nature of any limitation thereon and the
reason therefor.
    (v) Provide the information required by paragraph (a)(1)(iv) of
this Item for each of the kinds of events (even though the registrant
and the former accountant did not express a difference of opinion
regarding the event) listed in paragraphs (a)(1)(v) (A) through (D) of
this Item, that occurred within the registrant's two most recent fiscal
years and any subsequent interim period preceding the former
accountant's resignation, declination to stand for re-election, or
dismissal (``reportable events''). If the event led to a disagreement
or difference of opinion, then the event should be reported as a
disagreement under paragraph (a)(1)(iv) of this Item and need not be
repeated under this paragraph.
    (A) The accountant's having advised the registrant that the
internal controls necessary for the registrant to develop reliable
financial statements do not exist;
    (B) The accountant's having advised the registrant that information
has come to the accountant's attention that has led it to no longer be
able to rely on management's representations, or that has made it
unwilling to be associated with the financial statements prepared by
management;
    (C)(1) The accountant's having advised the registrant of the need
to expand significantly the scope of its audit, or that information has
come to the accountant's attention during the time period covered by
Item 16F(a)(1)(iv), that if further investigated may:
    (i) Materially impact the fairness or reliability of either: a
previously issued audit report or the underlying financial statements;
or the financial statements issued or to be issued covering the fiscal
period(s) subsequent to the date of the most recent financial
statements covered by an audit report (including information that may
prevent it from rendering an unqualified audit report on those
financial statements); or
    (ii) Cause it to be unwilling to rely on management's
representations or be associated with the registrant's financial
statements; and
    (2) Due to the accountant's resignation (due to audit scope
limitations or otherwise) or dismissal, or for any other reason, the
accountant did not so expand the scope of its audit or conduct such
further investigation; or
    (D)(1) The accountant's having advised the registrant that
information has come to the accountant's attention that it has
concluded materially impacts the fairness or reliability of either (i)
a previously issued audit report or the underlying financial
statements, or (ii) the financial statements issued or to be issued
covering the fiscal period(s) subsequent to the date of the most recent
financial statements covered by an audit report (including information
that, unless resolved to the accountant's satisfaction, would prevent
it from rendering an unqualified audit report on those financial
statements); and
    (2) Due to the accountant's resignation, dismissal or declination
to stand for re-election, or for any other reason, the issue has not
been resolved to the accountant's satisfaction prior to its
resignation, dismissal or declination to stand for re-election.
    (2) If during the registrant's two most recent fiscal years or any
subsequent interim period, a new independent accountant has been
engaged as either the principal accountant to audit the registrant's
financial statements, or as an independent accountant to audit a
significant subsidiary and on whom the principal accountant is expected
to express reliance in its report, then the registrant shall identify
the newly engaged accountant and indicate the date of such accountant's
engagement. In addition, if during the registrant's two most recent
fiscal years, and any subsequent interim period prior to engaging that
accountant, the registrant

(or someone on its behalf) consulted the newly engaged accountant
regarding:
    (i) Either: The application of accounting principles to a specified
transaction, either completed or proposed; or the type of audit opinion
that might be rendered on the registrant's financial statements, and
either a written report was provided to the registrant or oral advice
was provided that the new accountant concluded was an important factor
considered by the registrant in reaching a decision as to the
accounting, auditing or financial reporting issue; or
    (ii) Any matter that was either the subject of a disagreement (as
defined in Item 16F(a)(1)(iv) and the related instructions to this
Item) or a reportable event (as described in Item 16F(a)(1)(v), then
the registrant shall:
    (A) So state and identify the issues that were the subjects of
those consultations;
    (B) Briefly describe the views of the newly engaged accountant as
expressed orally or in writing to the registrant on each such issue
and, if written views were received by the registrant, file them as an
exhibit to the annual report requiring compliance with this Item
16F(a);
    (C) State whether the former accountant was consulted by the
registrant regarding any such issues, and if so, provide a summary of
the former accountant's views; and
    (D) Request the newly engaged accountant to review the disclosure
required by this Item 16F(a) before it is filed with the Commission and
provide the new accountant the opportunity to furnish the registrant
with a letter addressed to the Commission containing any new
information, clarification of the registrant's expression of its views,
or the respects in which it does not agree with the statements made by
the registrant in response to Item 16F(a). The registrant shall file
any such letter as an exhibit to the annual report containing the
disclosure required by this Item.
    (3) The registrant shall provide the former accountant with a copy
of the disclosures it is making in response to this Item 16F(a). The
registrant shall request the former accountant to furnish the
registrant with a letter addressed to the Commission stating whether it
agrees with the statements made by the registrant in response to this
Item 16F(a) and, if not, stating the respects in which it does not
agree. The registrant shall file the former accountant's letter as an
exhibit to the annual report or registration statement containing this
disclosure. If the change in accountants occurred less than 30 days
prior to the filing of the annual report or registration statement and
the former accountant's letter is unavailable at the time of the
filing, then the registrant shall request the former accountant to
provide the letter as promptly as possible so that the registrant can
file the letter with the Commission within ten business days after the
filing of the annual report or registration statement. In either case,
the former accountant may provide the registrant with an interim letter
highlighting specific areas of concern and indicating that a more
detailed letter will be forthcoming. If not filed with the annual
report or registration statement containing the registrant's disclosure
under this Item 16F(a), then the interim letter, if any, shall be filed
by the registrant by amendment promptly.
    (b) If: (1) In connection with a change in accountants subject to
paragraph (a) of this Item 16F, there was any disagreement of the type
described in paragraph (a)(1)(iv) or any reportable event as described
in paragraph (a)(1)(v) of this Item;
    (2) During the fiscal year in which the change in accountants took
place or during the subsequent fiscal year, there have been any
transactions or events similar to those which involved such
disagreement or reportable event; and
    (3) Such transactions or events were material and were accounted
for or disclosed in a manner different from that which the former
accountants apparently would have concluded was required, the
registrant shall state the existence and nature of the disagreement or
reportable event and also state the effect on the financial statements
if the method had been followed which the former accountants apparently
would have concluded was required. These disclosures need not be made
if the method asserted by the former accountants ceases to be generally
accepted because of authoritative standards or interpretations
subsequently issued.
    Instructions to Item 16F:
    1. Item 16F applies to all annual reports and registration
statements filed on Form 20-F for the issuer's fiscal years ending on
or after December 15, 2009.
    2. The disclosure called for by paragraph (a) of this Item need not
be provided if it has been previously reported, as that term is defined
in Rule 12b-2 under the Exchange Act (Sec.  240.12b-2 of this chapter).
The disclosure called for by paragraph (b) of this Item must be
furnished, where required, notwithstanding any prior disclosure about
accountant changes or disagreements.
    3. The information required by paragraph (a) of this Item need not
be provided for a company being acquired by the registrant in a
transaction being registered on Form F-4 that is not subject to the
filing requirements of either Section 13(a) or 15(d) of the Exchange
Act.
    4. The term ``disagreements'' as used in this Item shall be
interpreted broadly to include any difference of opinion concerning any
matter of accounting principles or practices, financial statement
disclosure, or auditing scope or procedure which (if not resolved to
the satisfaction of the former accountant) would have caused it to make
reference to the subject matter of the disagreement in connection with
its report. It is not necessary for there to have been an argument to
have had a disagreement, merely a difference of opinion. For purposes
of this Item, however, the term ``disagreements'' does not include
initial differences of opinion based on incomplete facts or preliminary
information that were later resolved to the former accountant's
satisfaction by, and providing the registrant and the accountant do not
continue to have a difference of opinion upon, obtaining additional
relevant facts or information.
    5. In determining whether any disagreement or reportable event has
occurred, an oral communication from the engagement partner or another
person responsible for rendering the accounting firm's opinion (or his/
her designee) will generally suffice as the accountant advising the
registrant of a reportable event or as a statement of a disagreement at
the ``decision-making level'' within the accounting firm and require
disclosure under this Item.
    6. The term ``board of directors'' as used in this Item 16F has the
meaning set forth in Sec.  240.10A-3(e)(2).
Item 16G. Corporate Governance
    If the registrant's securities are listed on a national securities
exchange, provide a concise summary of any significant ways in which
its corporate governance practices differ from those followed by
domestic companies under the listing standards of that exchange.
    Instruction to Item 16G:
    A registrant must provide the information required in Item 16G
beginning with the annual report that its files for its first fiscal
year ending on or after December 15, 2008. Item 16G only applies to
annual reports, and not to registration statements on Form 20-F.
Registrants should provide a brief and general discussion, rather than
a detailed, item-by-item analysis.

Item 17. Financial Statements
* * * * *
    Instructions:
* * * * *
    3. For its fiscal years ending before December 15, 2009, if the
registrant presents its financial statements according to generally
accepted accounting principles in the United States except for SFAS No.
131 and if it furnishes the information relating to categories of
activity required by Items 4.B.1. and 4.B.2. of this Form, then such
financial statements will be considered to comply with this Item, even
if the auditor's report is qualified for noncompliance with SFAS No.
131. Such report and financial statements, however, must comply with
all other applicable requirements.
* * * * *
Item 18. Financial Statements
* * * * *
    Instruction to Item 18:
    1. For fiscal years ending before December 15, 2009, all of the
instructions to Item 17 also apply to this Item, except Instruction 3
to Item 17, which does not apply. For all fiscal years ending on or
after December 15, 2009, all of the instructions to Item 17 also apply
to this Item.
* * * * *

    Dated: September 23, 2008.

    By the Commission.
Florence E. Harmon,
Acting Secretary.
[FR Doc.E8-22760 Filed 10-3-08; 8:45 am]

BILLING CODE 8011-01-P