[Federal Register: April 1, 2008 (Volume 73, Number 63)]
[Rules and Regulations]
[Page 17809-17815]
[DOCID:fr01ap08-9]

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Part IV

Securities and Exchange Commission

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17 CFR Parts 200, 239 and 240

Internet Availability of Proxy Materials; Regulation of Takeovers and
Security Holder Communications; Cross-Border Tender and Exchange
Offers, Business Combinations and Rights Offerings; Certain Other
Related Rule Corrections; Final Rule

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SECURITIES AND EXCHANGE COMMISSION

17 CFR Parts 200, 239 and 240

[Release Nos. 34-55146A; IC-27671A; 34-56135A; IC-27911A; 33-7759A; 33-
7760A; 34-42054A; 34-42055A; 39-2378A; IC-24107A; IS-1208A; File Nos.
S7-10-05; S7-03-07; S7-28-98 and S7-29-98]
RIN 3235-AJ47; 3235-AG84 and 3235-AD97

Internet Availability of Proxy Materials; Regulation of Takeovers
and Security Holder Communications; Cross-Border Tender and Exchange
Offers, Business Combinations and Rights Offerings; Certain Other
Related Rule Corrections

AGENCY: Securities and Exchange Commission.

ACTION: Final rule; technical amendments.

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SUMMARY: This release contains technical amendments to Rule 14a-
3(a)(3)(i), which was published in the Federal Register of Wednesday,
August 1, 2007 (72 FR 42221), and Rule 14a-16(m), which was published
in the Federal Register of Monday, January 29, 2007 (72 FR 4147). The
rules do not permit, or require, the use of the notice and access model
regarding Internet availability of proxy materials with respect to
business combination transactions. We are also making technical
amendments to Rules 14b-1 and 14b-2, which were published in the
Federal Register of Wednesday, August 1, 2007 (72 FR 42221), to correct
references in those rules. Further, we are making technical corrections
to rules that were modified in Release Nos. 33-7759 and 33-7760, which
were published in the Federal Register on November 10, 1999 (64 FR
61382 and 64 FR 61408, respectively). The amended rules revised the
rules and regulations applicable to takeover transactions, including
tender offers, mergers, acquisitions and similar extraordinary
transactions, and, in order to facilitate U.S. investor participation,
modified the rules relating to cross-border tender and exchange offers,
business combinations and rights offerings relating to the securities
of foreign private issuers. This document corrects certain cross-
references in the regulatory text of the adopting releases, removes a
reference to an inapplicable statute, otherwise corrects certain
typographical errors, updates the contact information for the agency
and amends the delegated authority of the Divisions of Corporation
Finance and Market Regulation relating to issuer tender offers.

DATES: Effective Date: April 1, 2008.

FOR FURTHER INFORMATION CONTACT: Celeste M. Murphy, Special Counsel,
Office of Mergers and Acquisitions at<PHONE_NUMBER> or Ray Be, Special
Counsel, Office of Rulemaking at<PHONE_NUMBER>, in the Division of
Corporation Finance, U.S. Securities and Exchange Commission, 100 F
Street, NE., Washington, DC 20549.

SUPPLEMENTARY INFORMATION: We are amending Forms F-4, F-8, F-9, F-10,
F-80 and CB under the Securities Act of 1933;\1\ Rules 0-11,\2\ 13e-
3,\3\ 13e-4,\4\ 14a-2,\5\ 14a-3,\6\ 14a-14,\7\ 14a-16,\8\ 14b-1,\9\
14b-2,\10\ 14d-1,\11\ 14d-3,\12\ 14d-9,\13\ and 14e-1,\14\ the title to
Regulation 13D,\15\ and Schedules 13D,\16\ 13G,\17\ 13E-4F,\18\ TO,\19\
14D-9,\20\ 14D-1F \21\ and 14D-9-F \22\ under the Securities Exchange
Act of 1934;\23\ and Rules 30-1 \24\ and 30-3 \25\ of the Rules of
Organization and Program Management.\26\
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    \1\ See 17 CFR 239.34, 17 CFR 239.38, 17 CFR 239.39, 17 CFR
239.40, 17 CFR 239.41, 17 CFR 239.800.
    \2\ 17 CFR 240.0-11.
    \3\ 17 CFR 240.13e-3.
    \4\ 17 CFR 240.13e-4.
    \5\ 17 CFR 240.14a-2.
    \6\ 17 CFR 240.14a-3.
    \7\ 17 CFR 240.14a-14.
    \8\ 17 CFR 240.14a-16.
    \9\ 17 CFR 240.14b-1.
    \10\ 17 CFR 240.14b-2.
    \11\ 17 CFR 240.14d-1.
    \12\ 17 CFR 240.14d-3.
    \13\ 17 CFR 240.14d-9.
    \14\ 17 CFR 240.14e-1.
    \15\ 17 CFR 240.13d-1-240.13f-1.
    \16\ 17 CFR 240.13d-101.
    \17\ 17 CFR 240.13d-102.
    \18\ 17 CFR 240.13e-102.
    \19\ 17 CFR 240.14d-100.
    \20\ 17 CFR 240.14d-101.
    \21\ 17 CFR 240.14d-102.
    \22\ 17 CFR 240.14d-103.
    \23\ 15 U.S.C. 78a et seq.
    \24\ 17 CFR 200.30-1.
    \25\ 17 CFR 200.30-3.
    \26\ This authority relates to determining the applicability of
the rules relating to issuer tender offers, which used to be
interpreted by the Division of Market Regulation (now the Division
of Trading and Markets). For several years, issuer tender offers
have been handled only by the Division of Corporation Finance.
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I. Background to Internet Availability of Proxy Materials; Correction

A. Rules 14a-3(a)(3)(i) and 14a-16(m)

    On January 22, 2007, the Commission adopted,\27\ among other
things, new Rule 14a-16(m) \28\ under the Securities Exchange Act of
1934. On July 26, 2007,\29\ the Commission adopted amendments to Rule
14a-3(a)(3).\30\ These rules do not permit, or require, the use of the
notice and access model regarding Internet availability of proxy
materials with respect to business combination transactions.
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    \27\ See Release No. 34-55416 (Jan. 22, 2007) [72 FR 4147].
    \28\ 17 CFR 240.14a-16(m).
    \29\ See Release No. 34-56135 (July 26, 2007) [72 FR 42221].
    \30\ 17 CFR 240.14a-3(a)(3).
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    After the adoption of the rules, questions arose regarding whether
the business combination transaction exclusion applied to all such
certain transactions, including cash mergers. Although the discussion
of this provision in the adopting release makes it clear that such
transactions are covered by the exclusion, the regulatory text does not
state that such transactions are excluded by virtue of its failure to
reference applicable rule provisions. The proposing release had an
identical discrepancy.\31\ Specifically, the discussion in the adopting
release stated:
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    \31\ See Release No. 34-52926 (Dec. 8, 2005) [70 FR 74598].
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    As adopted, the notice and access model is not available with
regard to proxy materials related to a business combination
transaction, which includes transactions covered by Rule 165 under
the Securities Act, as well as transactions for cash consideration
requiring disclosure under Item 14 of Schedule 14A. (emphasis added)

However, the regulatory text as adopted describes the business
combination transactions excluded from the notice and access model as
those defined in Rule 165.\32\
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    \32\ 17 CFR 230.165.
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    Accordingly, the amendments set forth in this release clarify that
Rules 14a-3(a)(3)(i) and 14a-16(m) do not permit, or require, the use
of the notice and access model with respect to business combination
transactions as defined in Rule 165 under the Securities Act, as well
as transactions for cash consideration requiring disclosure under Item
14 of Schedule 14A.\33\ This change is a technical correction to
clarify the rule as described in the original adopting release.
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    \33\ 17 CFR 240.14a-101.
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B. Rules 14b-1 and 14b-2

    On June 20, 2007, the Commission adopted, among other things,
amendments to Rules 14b-1 and 14b-2 under the Exchange Act.\34\ The
amendatory language in that release erroneously contained references to
``Legends 1 and 2'' in paragraph (d)(5)(iii)(A) of each of those rules.
These references should have been to ``Legends 1 and 3,'' consistent
with the corresponding Rule 14a-16(n)(4)(i). All of these references
address the legends

not required in the Notice of Internet Availability of Proxy Materials.
As we stated in the adopting release, the intent of this provision is
to indicate that the issuer need not include the part of the prescribed
legend relating to security holder requests for copies of the documents
and instructions on how to request a copy of the proxy materials. The
relevant legends are Legends 1 and 3, rather than Legends 1 and 2.
Therefore, we are correcting those references.
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    \34\ See Release No. 34-56135 (July 26, 2007) [72 FR 42221].
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II. Discussion of Corrections to Regulation of Takeovers and Security
Holder Communications; Cross-Border Tender and Exchange Offers,
Business Combinations and Rights Offerings; and Certain Other Related
Rule Corrections

A. Cross-references to Old Schedules 14D-1 and 13E-4 and Related
Disclosure Items

    The amendments to Forms F-8, F-9, F-10 and F-80 under the
Securities Act, Rules 0-11, 13e-4, and 14e-1 and Schedules 13D, 13G,
3E-4F and 14D-1F under the Exchange Act and Rule 30-1 under the Rules
of Organization and Program Management are necessary to correct
inaccurate cross-references to a disclosure schedule that is no longer
in use. We adopted changes to integrate the disclosure schedules for
issuer and third-party tender offers so that one disclosure schedule is
applicable to both types of tender offers.\35\ Those changes combined
prior Schedules 13E-4 and 14D-1, the prior disclosure schedules for
issuer and third-party tender offers, respectively, into a new Schedule
TO. Forms F-8, F-9, F-10 and F-80 under the Securities Act, Rule 14e-
1(e) and Schedules 13D, 13G and 14D-1F under the Exchange Act and Rule
30-1 under the Rules of Organization and Program Management continue to
refer to former Schedule 14D-1; Rule 13e-4 and Schedule 13E-4F under
the Exchange Act continue to refer to former Schedule 13E-4. We are
correcting these errors by changing the references to refer to Schedule
TO. Rule 0-11 continues to refer to filings made pursuant to former
Schedule 14D-1. We are correcting that error by referring to filings
made under Section 14(d)(1) of the Exchange Act, consistent with
similar references in Rule 0-11.
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    \35\ See Regulation of Takeovers and Security Holder
Communications, Release No. 33-7760 (Oct. 22, 1999) [64 FR 61408]
(the ``Regulation M-A Adopting Rule Release'') at II.F.1.
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    For similar reasons, the amendments to Form F-4 under the
Securities Act and to Rule 14e-1 under the Exchange Act are necessary
to correct inaccurate cross-references to disclosure requirements that
were relocated and redesignated in the Regulation M-A Adopting Rule
Release. As part of our effort to integrate the disclosure regimes
applicable to issuer tender offers, third-party tender offers and
going-private transactions, we adopted changes to combine all of the
disclosure requirements in one central location in a subpart of
Regulation S-K, referred to as Regulation M-A.\36\ This eliminated the
need for the disclosure schedules themselves to contain disclosure
requirements, as the schedules could simply refer to the comprehensive
disclosure requirements located in Regulation M-A. Form F-4 under the
Securities Act continues to refer to Item 9(b)(1)-(6) of Schedule 13E-3
when it should refer to Item 1015(b) of Regulation M-A. Rule 14e-1(e)
under the Exchange Act continues to refer to Item 11 of former Schedule
14D-1 when it should refer to Item 12 of Schedule TO and Item 1016(a)
of Regulation M-A. We are correcting these erroneous cross-references
by inserting the redesignated disclosure items.
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    \36\ Id.
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B. Repeal of the Public Utility Holding Company Act of 1935

    The amendments to Rules 13e-3, 14a-2 and 14a-14 under the Exchange
Act are necessary to remove references to a statute that has been
repealed. Rules 13e-3 and 14a-2 contain exceptions to the applicability
of the going private and proxy solicitation rules, respectively, under
specified circumstances involving holding companies registered under
the Public Utility Holding Company Act of 1935.\37\ Rule 14a-14 refers
to several statutes, including the Public Utility Holding Company Act,
to direct readers of the rule to certain defined terms.\38\ The Public
Utility Holding Company Act of 1935 was repealed effective February 8,
2006.\39\ We are removing these references to the Public Utility
Holding Company Act in these rules.
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    \37\ 17 CFR 240.13e-3(g)(3) and 17 CFR 240.14a-2(a)(5).
    \38\ 17 CFR 240.14a-14(b).
    \39\ 42 U.S.C. 16451 et seq.
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C. Typographical Errors

    The amendments to Rules 13e-4, 14d-1 and 14d-3 and Schedules TO and
14D-9 under the Exchange Act are necessary to correct certain
typographical errors. In one instance, the rule contains a duplicate
reference to ``15 U.S.C.'' in the citation to Section 10(a) of the
Securities Act.\40\ In two instances, where the rule provides a
definition, the term being defined ``United States'' is stated twice,
unlike the rest of the definitions provided in the same subsection of
the rules.\41\ Further, in one instance, a rule contains a cross-
reference to Rule 14d-6(e)(2)(i) and (ii) when the cross-reference
should be to Rule 14d-6(d)(2)(i) and (ii), because subparagraph (e)
does not exist and the context in which the cross-reference is being
made--giving telephonic notice of the tender offer to national
securities exchanges and the National Association of Securities
Dealers, Inc. (``NASD'') \42\--indicates that the reference should be
to subparagraph (d), which discusses the information required for
summary publication.\43\ In two more instances, the rules similarly
contain erroneous cross-references to Rule 14d-1(f) when the cross-
reference should be to Rule 14d-1(h).\44\ Subparagraph (h) of Rule 14d-
1 discusses the requirements for signatures and was previously located
under subparagraph (f) but was redesignated when we added provisions to
the tender offer rules to include exemptions from Regulation 14D in
certain instances in order to facilitate the participation of U.S.
holders.\45\ We are correcting these typographical errors by removing
the duplicative references or changing the cross-reference to the
correct rule, as applicable.
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    \40\ See Rule 13e-4(e)(2) (17 CFR 240.13e-4(e)(2)).
    \41\ See Instruction 3 to Rule 13e-4(h)(8) and (i)(17 CFR
240.13e-4) and Instruction 4 to Rule 14d-1(c) and (d) (17 CFR
240.14d-1).
    \42\ The name of NASD has been changed to the Financial Industry
Regulatory Authority, Inc. (``FINRA'').
    \43\ See Rule 14d-3(a)(3) (17 CFR 240.14d-3(a)(3)).
    \44\ See Instruction to Signature for Schedules TO and 14D-9.
    \45\ See Cross-Border Tender and Exchange Offers, Business
Combinations and Rights Offerings, Release No. 33-7759 (Oct. 22,
1999) [64 FR 61382] (``Cross-Border Release'').
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D. Cross-References to Former Rule 10b-13

    The amendments to Schedules 13E-4F and 14D-1F under the Exchange
Act are necessary to correct inaccurate cross-references to a rule that
was amended and redesignated. Rule 10b-13 was redesignated as Rule 14e-
5.\46\ Schedules 13E-4F and 14D-1F continue to refer to Rule 10b-13. We
are correcting these errors by changing the references to refer to Rule
14e-5.
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    \46\ See the Regulation M-A Adopting Rule Release at II.G.5.a.
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E. Title to Rules 13d-1 Through 13d-7

    The amendment to the title of Rules 13d-1 through 13d-7, which set
forth the disclosure requirements for reporting beneficial ownership,
is necessary to change the reference from Regulation 13D to Regulation
13D-G.

We adopted changes to those rules to, among other things, add a new
schedule--Schedule 13G--that sets forth the disclosure requirements for
reporting beneficial ownership and related information of certain
equity securities that are held by specific investors, such as
institutional investors.\47\ At that time, we integrated the filing
requirements for all beneficial owners under Rule 13d-1, and described
this as the ``initial step in the adoption of an integrated ownership
reporting system to be denominated as Regulation 13D-G.'' \48\ We are
amending the title to these rules to reflect our prior intentions.
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    \47\ See Filing and Disclosure Requirements Relating to
Beneficial Ownership, Release No. 33-5925 (April 21, 1978) [43 FR
18484].
    \48\ Id. See also Filing and Disclosure Requirements Relating to
Beneficial Ownership, Release No. 34-15348 (Nov. 22, 1978) [43 FR
55751] where we also stated that `` `Regulation 13D' is re-captioned
`Regulation 13D-G'* * *''
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F. Reduction of Paper Submissions of Form CB

    The amendment to the instructions for submitting Form CB reduces
the number of copies of paper submissions currently required under the
rule from five to two. This change is necessary to alleviate the cost
of providing a number of copies of paper submissions that we have found
to be unnecessary.

G. Elimination of Paper Submission of Amendments on Schedule 14D-9

    The amendment to Rule 14d-9(c)(1) under the Exchange Act is
necessary to eliminate references to paper submissions because Schedule
14D-9 and amendments thereto are now filed electronically. This is
consistent with the other rules relating to tender offer filings.

H. Relocation of Agency

    The amendments to Forms F-8, F-9, F-10, F-80 and CB and Schedules
13E-4F, 14D1-F and 14D-9F are necessary to update the contact
information for the headquarters of the agency in light of its
relocation. These changes will remove and update contact information so
as to facilitate communications with the agency.

I. Delegation of Authority to the Director of the Division of
Corporation Finance

    Finally, we are amending the Rules of Organization and Program
Management governing Delegations of Authority by removing certain
delegated authority from the Division of Market Regulation and
transferring part of it to the Division of Corporation Finance.
Specifically, the Director of the Division of Market Regulation had the
authority to grant exemptions from the issuer tender offer rules and
determine the applicability of the issuer tender offer rules pursuant
to Exchange Act Rule 13e-4(g) to any exchange or tender offer for which
an exemptive order has been granted by a Canadian federal, provincial
or territorial regulatory authority. Currently, the Division of
Corporation Finance administers the application of the issuer tender
offer rules, so it is not necessary for the Director of the Division of
Market Regulation to have this delegated authority. We are removing the
authority to grant exemptions from the issuer tender offer rules from
the Director of the Division of Market Regulation and transferring the
authority to determine the applicability of the issuer tender offer
rules to tender and exchange offers made by issuers pursuant to
Exchange Act Rule 13e-4(g) from the Director of the Division of Market
Regulation to the Director of the Division of Corporation Finance.\49\
The staff may submit matters to the Commission for consideration as it
deems appropriate.
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    \49\ This transfer of authority is consistent with the broader
authority that was granted to the Director of the Division of
Corporation Finance in Rule 30-1(e)(16)(i) to grant or deny
exemptions from the tender offer provisions of Rule 13e-4 of the
Exchange Act. See Cross-Border Release. Because the broader
authority contained in Rule 30-1(e)(16)(i), which covers issuer and
third-party tender offers, was granted after the authority in Rule
30-1(e)(13) was granted, which covered only third-party tender
offers, it is appropriate to include issuer tender offers in the
authority in Rule 30-1(e)(13).
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III. Certain Findings

    Under the Administrative Procedure Act, a notice of proposed
rulemaking is not required ``(A) [for] interpretive rules, general
statements of policy, or rules of agency organization, procedure, or
practice; or (B) when the agency for good cause finds (and incorporates
the finding and a brief statement of reasons therefor in the rules
issued) that notice and public procedure thereon are impracticable,
unnecessary, or contrary to the public interest.'' \50\ The correcting
amendments to Forms F-4, F-8, F-9, F-10, F-80 and CB under the
Securities Act and Rules 0-11, 13e-3, 13e-4, 14a-2, 14a-3, 14a-14, 14a-
16, 14b-1, 14b-2, 14d-1, 14d-3, 14d-9, and 14e-1, the title to
Regulation 13D, and Schedules TO, 13E-4F, 13D, 13G, 14D-9, 14D-1F and
14D-9F under the Exchange Act are technical changes that conform the
regulatory text to the intent of the Commission and correct certain
cross-references and typographical errors. For these reasons, the
Commission finds that there is no need to publish notice of these
amendments. The amendments to the instructions for submitting Form CB,
the amendment to Rule 14d-9(c)(1) under the Exchange Act, and the
amendments to Rules 30-1 and 30-3 under the Rules of Organization and
Program Management relate to agency organization, procedure, or
practice. As such, notice of proposed rulemaking is not required.
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    \50\ 5 U.S.C. 553(b).
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    For similar reasons, the amendments do not require an analysis
under the Regulatory Flexibility Act or analysis of major status under
the Small Business Regulatory Enforcement Fairness Act.\51\
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    \51\ See 5 U.S.C. 601(2) (for purposes of Regulatory Flexibility
Act analysis, the term ``rule'' means any rule for which the agency
publishes a general notice of proposed rulemaking) and 5 U.S.C.
804(3)(C) (for purposes of congressional review of agency
rulemaking, the term ``rule'' does not include any rule of agency
organization, procedure, or practice that does not substantially
affect the rights or obligations of non-agency parties).
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    The Administrative Procedures Act also requires publication of a
rule at least 30 days before its effective date unless the agency finds
otherwise for good cause.\52\ For the same reasons described with
respect to opportunity for notice and comment, the Commission finds
there is good cause for the amendments to take effect on April 1, 2008.
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    \52\ See 5 U.S.C. 553(d)(3).
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IV. Need for Correction

    As published, certain regulations referenced in this release
contain errors which may prove to be misleading and are in need of
clarification.

Text of Amendments

List of Subjects

17 CFR Part 200

    Administrative practice and procedure; Authority delegations
(Government Agencies).

17 CFR Parts 239 and 240

    Reporting and recordkeeping requirements, Securities.

Text of the Adopted Rules

    Accordingly, Title 17 Chapter II of the Code of Federal Regulations
is corrected by making the following amendments:

PART 200--ORGANIZATION; CONDUCT AND ETHICS; AND INFORMATION AND
REQUESTS

0
1. The authority citation for part 200, subpart A continues to read, in
part, as follows:

    Authority: 15 U.S.C. 77o, 77s, 77sss, 78d, 78d-1, 78d-2, 78w,
78ll(d), 78mm, 80a-37, 80b-11, and 7202, unless otherwise noted.
* * * * *

0
2. Amend Sec.  200.30-1 by revising paragraph (e)(13) to read as
follows:

Sec.  200.30-1  Delegation of authority to Director of Division of
Corporation Finance.

* * * * *
    (e) * * *
    (13) To determine with respect to a tender or exchange offer
otherwise eligible to be made pursuant to rule 13e-4(g) (Sec.  240.13e-
4(g) of this chapter) or rule 14d-1(b) (Sec.  240.14d-1(b) of this
chapter) whether, in light of any exemptive order granted by a Canadian
federal, provincial or territorial regulatory authority, application of
certain or all of the provisions of section 13(e)(1) and sections
14(d)(1) through 14(d)(7) of the Exchange Act, rule 13e-4, Regulation
14D (Sec. Sec.  240.14d-1--240.14d-103 of this chapter) and Schedules
TO and 14D-9 thereunder (Sec. Sec.  240.14d-100 and 240.14d-101 of this
chapter), and rule 14e-1 of Regulation 14E (Sec. Sec.  240.14e-1--
240.14f-1 of this chapter), to such offer is necessary or appropriate
in the public interest.
* * * * *

Sec.  200.30-3  [Amended]

0
3. Amend Sec.  200.30-3 by removing and reserving paragraph (a)(35).

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

0
4. 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
5. Amend Form F-4 (referenced in Sec.  239.34) paragraph (b) of Item 4
in Part I, revise the phrase ``Item 9(b)(1) through (6) of Schedule
13E-3 (Sec.  240.13e-100 of this chapter)'' to read ``Item 1015(b) of
Regulation M-A (Sec.  229.1015(b) of this chapter)''.

    Note: The text of Form F-4 does not, and this amendment will
not, appear in the Code of Federal Regulations.

0
6. Amend Form F-8 (referenced in Sec.  239.38) by:
0
a. In paragraph C. of General Instruction IV., second and third
sentences, revise the phrase ``(202) 942-8900.'' to read ``(202) 551-
8900.'' and revise the phrase ``(202) 942-2940.'' to read ``(202) 551-
3610.''; and
0
b. In paragraph D. of General Instruction V., first sentence, revise
the phrase ``Schedule 14D-1'' to read ``Schedule TO''.

    Note: The text of Form F-8 does not, and this amendment will
not, appear in the Code of Federal Regulations.

0
7. Amend Form F-9 (referenced in Sec.  239.39) by:
0
a. In paragraph D. of General Instruction II., second and third
sentences, revise the phrase ``(202) 942-8900.'' to read ``(202) 551-
8900.'' and the phrase ``(202) 942-2940.'' to read ``(202) 551-3610.'';
and
0
b. In paragraph D. of General Instruction III., first sentence, revise
the phrase ``Schedule 14D-1'' to read ``Schedule TO''.

    Note: The text of Form F-9 does not, and this amendment will
not, appear in the Code of Federal Regulations.

0
8. Amend Form F-10 (referenced in Sec.  239.40) by:
0
a. In paragraph D. of General Instruction II., second and third
sentences, revise the phrase ``(202) 942-8900.'' to read ``(202) 551-
8900.'' and the phrase ``(202) 942-2940.'' to read ``(202) 551-3610.'';
and
0
b. In paragraph D. of General Instruction III., first sentence, revise
the phrase ``Schedule 14D-1'' to read ``Schedule TO''.

    Note: The text of Form F-10 does not, and this amendment will
not, appear in the Code of Federal Regulations.

0
9. Amend Form F-80 (referenced in Sec.  239.41) by:
0
a. In paragraph C. of General Instruction IV., second and third
sentences, revise the phrase ``(202) 942-8900.'' to read ``(202) 551-
8900.'' and the phrase ``(202) 942-2940.'' to read ``(202) 551-3610.'';
and
0
b. In paragraph D. of General Instruction V., first sentence, revise
the phrase ``Schedule 14D-1'' to read ``Schedule TO''.

    Note: The text of Form F-80 does not, and this amendment will
not, appear in the Code of Federal Regulations.

0
10. Amend Form CB (referenced in Sec.  239.800) by:
0
a. In paragraph A.(1), General Instruction II., second and third
sentences, revise the phrase ``(202) 942-8900.'' to read ``(202) 551-
8900.'' and the phrase ``(202) 942-2940.'' to read ``(202) 551-3610.'';
0
b. In paragraph A.(4), first sentence, revise the phrase ``you must
furnish five copies'' to read ``you must furnish two copies''; and
0
c. In paragraph B., second sentence, ``Instructions for Submitting
Form'' remove the phrase ``and at least one copy''.

    Note: The text of Form CB does not, and this amendment will not,
appear in the Code of Federal Regulations.

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

0
11. 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.

* * * * *

Sec.  240.30-11  [Amended]

0
12. Amend Sec.  240.0-11 by revising:
0
a. The heading to paragraph (d) ``Schedule 14D-1 filings.'' to read
``Section 14(d)(1) filings.''; and
0
b. In paragraph (d), first sentence, the phrase ``At the time of filing
a Schedule 14D-1,'' to read ``At the time of filing such statement as
the Commission may require pursuant to section 14(d)(1) of the Act,''.
0
13. Revise the undesignated center heading ``Regulation 13D'' preceding
Sec.  240.13d-1 to read ``Regulation 13D-G''.

Sec.  240.13d-101  [Amended]

0
14. Amend Sec.  240.13d-101, Schedule 13D, second paragraph, first
sentence of the Notes that follow the Instructions for Cover Page by
revising the cite ``(Schedule 13D, 13G, or 14D-1)'' to read ``(Schedule
13D, 13G, or TO)''and remove the authority citations following the
section.

Sec.  240.13d-102  [Amended]

0
15. Amend Sec.  240.13d-102, Schedule 13G, second paragraph, first
sentence, of the Notes that follow the Instructions for Cover Page by
revising the phrase ``(Schedule 13D, 13G or 14D-1)'' to read ``
(Schedule 13D, 13G or TO)'' and removing the authority citations
following the section.

Sec.  240.13e-3  [Amended]

0
16. Amend Sec.  240.13e-3 by removing and reserving paragraph (g)(3)
and removing the authority citations following the section.
0
17. Amend Sec.  240.13e-4 by:
0
a. In paragraph (a)(3), second sentence, revise the cite ``Schedule
13E-4'' to read ``Schedule TO'';
0
b. In paragraph (e)(2), first sentence, revise the cite ``(15 U.S.C.
(15 U.S.C. 77j(a))'' to read ``(15 U.S.C. 77j(a))''; and

0
c. Revise Instruction 3 to Instructions to paragraph (h)(8) and (i).
    The revision reads as follows:

Sec.  240.13e-4  Tender offers by issuers.

* * * * *
    Instructions to paragraphs (h)(8) and (i) of this section:
* * * * *
    3. United States means the United States of America, its
territories and possessions, any State of the United States, and the
District of Columbia.
* * * * *

Sec.  240.13e-102  [Amended]

0
18. Amend Sec.  240.13e-102, Schedule 13E-4F, by:
0
a. Revising the phrase ``(202) 942-8900.'' to read ``(202) 551-8900.''
and the phrase ``(202) 942-2940.'' to read ``(202) 551-3610.'' in
General Instruction II.A(1), second and third sentences;
0
b. Revising the phrase ``Schedule 13E-4'' to read ``Schedule TO'' in
General Instruction III.A. each time it appears;
0
c. Revising the phrase ``provisions of section 13(e)(1)'' to read
``provisions of section 13(e)(1) of the Exchange Act'' in General
Instruction III.A.;
0
d. Revising the phrase ``Rule 10b-13 under the Exchange Act (Sec.
240.10b-13)'' to read ``Rule 14e-5 under the Exchange Act (Sec.
240.14e-5)'' in General Instruction III.C., first sentence; and
0
e. Revising the phrase ``Rule 10b-13'' to read ``Rule 10b-13, the
predecessor to Rule 14e-5'' in General Instruction III.C., second
sentence.

Sec.  240.14a-2  [Amended]

0
19. Amend Sec.  240.14a-2 by removing and reserving paragraph (a)(5).
0
20. Revise paragraph (a)(3)(i) of Sec.  240.14a-3 to read as follows:

Sec.  240.14a-3  Information to be furnished to security holders.

    (a) * * *
    (3) * * *
    (i) The solicitation relates to a business combination transaction
as defined in Sec.  230.165 of this chapter, as well as transactions
for cash consideration requiring disclosure under Item 14 of Sec.
240.14a-101.
* * * * *

Sec.  240.14a-14  [Amended]

0
21. Amend Sec.  240.14a-14, paragraph (b), last sentence, by removing
the phrase ``the Public Utility Holding Company Act of 1935,''.
0
22. Revise paragraph (m) of Sec.  240.14a-16 to read as follows:

Sec.  240.14a-16  Internet availability of proxy materials.

* * * * *
    (m) This section shall not apply to a proxy solicitation in
connection with a business combination transaction, as defined in Sec.
230.165 of this chapter, as well as transactions for cash consideration
requiring disclosure under Item 14 of Sec.  240.14a-101.
* * * * *
0
23. Revise paragraph (d)(5)(iii)(A) of Sec.  240.14b-1 to read as
follows:

Sec.  240.14b-1  Obligation of registered brokers and dealers in
connection with the prompt forwarding of certain communications to
beneficial owners.

* * * * *
    (d) * * *
    (5) * * *
    (iii) * * *
    (A) Legends 1 and 3 in Sec.  240.14a-16(d)(1); and
* * * * *
0
24. Revise paragraph (d)(5)(iii)(A) of Sec.  240.14b-2 to read as
follows:

Sec.  240.14b-2  Obligation of banks, associations and other entities
that exercise fiduciary powers in connection with the prompt forwarding
of certain communications to beneficial owners.

* * * * *
    (d) * * *
    (5) * * *
    (iii) * * *
    (A) Legends 1 and 3 in Sec.  240.14a-16(d)(1); and
* * * * *
0
25. Amend Sec.  240.14d-1 by revising paragraph 4. of the Instructions
to paragraphs (c) and (d) to read as follows:

Sec.  240.14d-1  Scope of and definitions applicable to Regulations 14D
and 14E.

* * * * *
    Instructions to paragraphs (c) and (d):
* * * * *
    4. United States means the United States of America, its
territories and possessions, any State of the United States, and the
District of Columbia.
* * * * *
0
26. Amend Sec.  240.14d-3 by revising the introductory text of
paragraph (a)(3) to read as follows:

Sec.  240.14d-3  Filing and transmission of tender offer statement.

    (a) * * *
    (3) Gives telephonic notice of the information required by Rule
14d-6(d)(2)(i) and (ii) (Sec.  240.14d-6(d)(2)(i) and (ii)) and mails
by means of first class mail a copy of such Schedule TO, including all
exhibits thereto:
* * * * *

Sec.  240.14d-9  [Amended]

0
27. Amend Sec.  240.14d-9, paragraph (c)(1), by removing the phrase
``eight copies of'' and removing the citations following the section.

Sec.  240.14d-100  [Amended]

0
28. Amend Sec.  240.14d-100, last sentence, in the Instruction to
Signature by revising the phrase ``240.14d-1(f)'' to read ``240.14d-
1(h)''.

Sec.  240.14d-101  [Amended]

0
29. Amend Sec.  240.14d-101, last sentence in the Instruction to
Signature, revise the phrase ``See Sec.  240.14d-1(f)'' to read ``See
Sec.  240.14d-1(h)''.

Sec.  240.14d-102  [Amended]

0
30. Amend Sec.  240.14d-102 Schedule 14D1-F, by:
0
a. Revising the phrase ``(202) 942-8900.'' to read ``(202) 551-8900.''
and the phrase ``(202) 942-2940.'' to read ``(202) 551-3610.'' in the
second and third sentences of General Instruction II.A.(1);
0
b. Revising each phrase ``Schedule 14D-1'' to read ``Schedule TO'' in
General Instruction III.A.;
0
c. Revising the phrase ``with the provisions of sections 14(d)(1)
through 14(d)(7)'' to read ``with the provisions of sections 14(d)(1)
through 14(d)(7) of the Exchange Act,'' in General Instruction III.A.;
0
d. Revising the phrase ``Rule 10b-13'' to read ``Rule 14e-5'' in
General Instruction III.C., first sentence;
0
e. Revising the phrase ``Sec.  240.10b-13'' to read ``Sec.  240.14e-5''
in General Instruction III.C. first sentence; and
0
f. Revising the phrase ``Rule 10b-13'' to read ``Rule 10b-13, the
predecessor to Rule 14e-5'' in General Instruction III.C., second
sentence.

Sec.  240.14d-103  [Amended]

0
31. Amend Sec.  240.14d-103, second and third sentences of General
Instruction II.A.(1), revise the phrase ``(202) 942-8900.'' to read
``(202) 551-8900.'' and the phrase ``(202) 942-2940.'' to read ``(202)
551-3610.''.
0
32. Amend Sec.  240.14e-1 to revise paragraph (e) to read as follows:

Sec.  240.14e-1  Unlawful tender offer practices.

* * * * *
    (e) The periods of time required by paragraphs (a) and (b) of this
section shall be tolled for any period during which the bidder has
failed to file in electronic format, absent a hardship exemption
(Sec. Sec.  232.201 and 232.202 of this chapter), the Schedule TO
Tender Offer Statement (Sec.  240.14d-100), any tender offer material
required to be filed by Item 12 of that Schedule pursuant to

paragraph (a) of Item 1016 of Regulation M-A (Sec.  229.1016(a) of this
chapter), and any amendments thereto. If such documents were filed in
paper pursuant to a hardship exemption (see Sec.  232.201 and Sec.
232.202(d)), the minimum offering periods shall be tolled for any
period during which a required confirming electronic copy of such
Schedule and tender offer material is delinquent.

    Dated: March 17, 2008.

    By the Commission.
Florence E. Harmon,
Deputy Secretary.
 [FR Doc. E8-5708 Filed 3-31-08; 8:45 am]

BILLING CODE 8011-01-P