E. Public Notice Requirement

    We are reproposing a public notice requirement as a condition to
termination of reporting under Rule 12h-6, except for prior Form 15
filers.\113\ Pursuant to this requirement, an issuer of equity or debt
securities or a successor issuer would have to publish, either before
or on the date that it files its Form 15F, a notice in the United
States that discloses its intent to terminate its section 13(a) or
15(d) reporting obligations. The issuer would have to publish the
notice, such as a press release, through a means reasonably designed to
provide broad dissemination of the information to the public in the
United States. The issuer also would be required to submit a copy of
the notice, either under cover of a Form 6-K before or at the time of
filing of the Form 15F, or as an exhibit to the Form 15F. The primary
purpose of this reproposed notice provision is to alert U.S. investors
who have purchased the issuer's securities about the issuer's intended
exit from the Exchange Act registration and reporting system.
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    \113\ Reproposed Rule 12h-6(g).
---------------------------------------------------------------------------

    The reproposed notice provision is substantially similar to the
originally proposed notice requirement, except that, under the earlier
proposed provision, the issuer would have had to publish the notice at
least 15 business days before it files its Form 15F. At the suggestion
of commenters, we have revised the notice provision simply to require
an issuer to publish the notice before or on the date of filing of its
Form 15F. We agree that a fixed, prior Form 15F notice requirement
would be of little benefit to investors and would only serve to prolong
the termination process.
    The reproposed notice requirement would not apply to a prior Form
15 filer that files a Form 15F to terminate its registration and
reporting obligations under Rule 12h-6(h). Since a prior Form 15 filer
would already have ceased its Exchange Act reporting obligations,
investors would gain little from the publishing of such a notice.
Comment Solicited
    We solicit comment on the reproposed notice requirement:
     Would it be appropriate to adopt the notice requirement,
as reproposed?
     Should we require an issuer to mail a copy of the notice
to each of its U.S. investors in addition to, or in lieu of, publishing
the notice through a press release or other publicly disseminated
means?

F. Form 15F

    Like our current exit rules, reproposed Rule 12h-6 would require a
foreign private issuer to file electronically on EDGAR a form
certifying that it meets the requirements for ceasing its Exchange Act
reporting obligations. By signing and filing new Form 15F, a foreign
private issuer would be certifying that:
     It meets all of the conditions for termination of Exchange
Act reporting specified in Rule 12h-6; and
     There are no classes of securities other than those that
are the subject of the Form 15F regarding which the issuer has Exchange
Act reporting obligations.
    Unlike current Form 15, reproposed Form 15F would require a foreign
private issuer to provide disclosure regarding several items in order
to provide investors with information regarding an issuer's decision to
terminate its Exchange Act reporting obligations. The information would
also assist Commission staff in monitoring the use of Rule 12h-6.
    Most commenters that addressed the originally proposed Form 15F
generally agreed with its form and content. Accordingly, the reproposed
Form 15F is substantially similar to the earlier proposed Form 15F.
Like the originally proposed form, the reproposed Form 15F would
solicit information regarding:
     An issuer's Exchange Act reporting history;
     When it last sold registered securities in the United
States other than those excluded from consideration under Rule 12h-6;
     The primary trading market for an issuer's equity
securities that is the subject of its Form 15F;
     Trading volume data for an issuer's equity securities in
the United States and in its primary trading market, if applicable;
     The number of an issuer's equity or debt securities record
holders, if applicable; and
     The classes of equity and debt securities, if any, that
are the subject of the Form 15F.
    In addition, we have revised the proposed form to conform to the
changes to the originally proposed Rule 12h-6, as reproposed today.
These revisions include adding items to acquire material information
concerning a Form 15F filer:
     That is a successor issuer;
     That is a prior Form 15 filer;
     That has a primary trading market composed of two foreign
jurisdictions; and
     That may have delisted or terminated an ADR facility prior
to filing the Form 15F.
    As with Form 15, and as originally proposed, filing of the
reproposed Form 15F would immediately suspend an issuer's Exchange Act
reporting obligations regarding the subject class of securities and
commence a 90-day waiting period. If, at the end of this 90-day period,
the Commission has not objected to the filing, the suspension would
automatically become a termination of registration and reporting. If
the Commission denies the Form 15F or the issuer withdraws it, within
60 days of the date of the denial or withdrawal, the issuer would be
required to file or submit all reports that would have been required
had it not filed the Form 15F.\114\
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    \114\ Reproposed Rule 12h-6(f).
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    Some commenters requested that we shorten the 90 day period to 60
days or lengthen the time in which an issuer must file or submit
Exchange Act reports upon withdrawal of its Form 15F. We are not
proposing to do so because the reproposed time periods are based on
those established under Form 15 and the current exit rules, which we
believe have proven adequate.
    After filing the reproposed Form 15F, an issuer would have no
continuing obligation to make inquiries or perform other work
concerning the information contained in the Form 15F, including its
assessment of trading volume or ownership of its securities. However,
the reproposed Form 15F would require an issuer to undertake to
withdraw its Form 15F before the date of effectiveness if it has actual
knowledge of information that causes it reasonably to believe that, at
the date of filing the Form 15F:
     The average daily trading volume of its subject class of
securities in the United States during a recent 12-month period
exceeded 5 percent of the average daily trading volume of that class of
securities in the issuer's primary trading market during the same
period, if proceeding under Rule 12h-6(a)(4)(i);
     Its subject class of securities was held of record by 300
or more United States residents or 300 or more persons worldwide, if
proceeding under Rule 12h-6(a)(4)(ii) or Rule 12h-6(b); or
     It otherwise no longer qualified for termination of its
Exchange Act reporting obligations under Rule 12h-6.
    While this reproposed undertaking is substantially similar to the
originally proposed undertaking, in response to commenters, we have
added the phrase ``at the date of filing'' to clarify that an issuer
would not be required to withdraw a Form 15F due to changes in

its trading volume or share ownership occurring after the date of
filing.\115\
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    \115\ We also are reproposing amendments to the rules governing
the Commission's delegated authority to permit staff of the Division
of Corporation Finance to accelerate the effectiveness of an
issuer's termination of registration and reporting under Rule 12h-6
before the 90th day at the issuer's request. The issuer must make
this request in writing and file it on EDGAR. Nevertheless, Division
of Corporation Finance staff may submit requests to accelerate the
effectiveness of an issuer's termination of registration and
reporting pursuant to Rule 12h-6 to the Commission for
consideration, as appropriate. As we noted in the Original Proposing
Release, there is currently a similar delegation relating to Form
15, which is rarely used.
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Comment Solicited
    We solicit comment on the reproposed Form 15F filing requirement:
     Would it be appropriate to adopt the Form 15F filing
requirement, as reproposed?
     Are there any items that should be added to the Form 15F?
Are there any reproposed items that should be removed?

G. Amended Rules 12g-4 and 12h-3

    Although similar to the current 300 record holder standard,
reproposed Rule 12h-6's alternative threshold record holder condition
and its debt securities provision would offer advantages compared to
the current exit rules. As reproposed, Rule 12h-6's revised counting
method would limit the jurisdictions in which a foreign private issuer
must search for records of its U.S. resident holders. Moreover,
reproposed Rule 12h-6 would enable a foreign private issuer to
terminate, rather than merely suspend, its section 15(d) reporting
obligations regarding a class of equity or debt securities. In
addition, under reproposed Rule 12h-6, a foreign private issuer would
be able to claim the benefits of the Rule 12g3-2(b) exemption
immediately upon the effectiveness of its termination of reporting
regarding a class of equity securities under section 12(g) or 15(d). In
each instance, once its termination of reporting becomes effective
under Rule 12h-6, an issuer would no longer have to concern itself with
whether the number of its U.S. resident or worldwide holders of the
class of subject securities has risen above the statutory or regulatory
threshold.
    Given these advantages, we believe that, following the adoption of
reproposed Rule 12h-6, few, if any, foreign private issuers would elect
to proceed under the provisions of Rule 12g-4 or Rule 12h-3 that allow
a foreign private issuer to terminate its registration of a class of
securities under section 12(g) or suspend the duty to file reports
under section 15(d) if the class of securities is held by less than 300
U.S. residents or by 500 U.S. residents and the issuer has had total
assets not exceeding $10 million on the last day of each of its most
recent three fiscal years.\116\ Accordingly, we are reproposing the
amendments to eliminate these provisions in Rules 12g-4 and 12h-3, as
originally proposed.
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    \116\ See Exchange Act Rules 12g-4(a)(2) and 12h-3(b)(2).
---------------------------------------------------------------------------

Comment Solicited
    We solicit comment on the reproposed amendments to Rules 12g-4 and
12h-3:
     Would it be appropriate to adopt the amendment to the
current exit rules, as reproposed?

H. Amendment Regarding the Rule 12g3-2(b) Exemption

    We are reproposing, substantially as originally proposed, an
amendment to Exchange Act Rule 12g3-2 \117\ that would apply the
exemption under Exchange Act Rule 12g3-2(b) immediately to an issuer of
equity securities upon the effectiveness of its termination of
reporting under Rule 12h-6.\118\ As a condition to the immediate
application of the Rule 12g3-2(b) exemption upon its termination of
reporting under Rule 12h-6, an issuer would have to publish
subsequently in English material home country documents required under
Rule 12g3-2(b)(1)(iii) on its web site or through an electronic
information delivery system generally available to the public in its
primary trading market.\119\
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    \117\ Reproposed Rule 12g3-2(e).
    \118\ Currently, foreign private issuers that registered a class
of securities under section 12 must wait at least 18 months
following their termination of reporting before they would be
eligible to apply for the Rule 12g3-2(b) exemption. In addition,
foreign private issuers with an active or suspended reporting
obligation under section 15(d) have thus far not been eligible to
claim the Rule 12g3-2(b) exemption. See Rule 12g3-2(d)(1) (17 CFR
240.12g3-2(d)(1)), which currently excepts from the 18 month
requirement issuers that have filed Securities Act registration
statements using the Multijurisdictional Disclosure Act (MJDS)
forms.
    \119\ Reproposed Rule 12g3-2(e)(2).
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    The purpose of this condition is to provide U.S. investors with
access to material information about an issuer of equity securities
following its termination of reporting pursuant to Rule 12h-6.\120\ In
addition, an issuer would be able to maintain a sponsored ADR facility
with respect to its securities.\121\ This condition also would
facilitate resales of that issuer's securities to qualified
institutional buyers under Rule 144A.\122\ Moreover, having a foreign
private issuer's key home country documents posted in English on its
web site would assist U.S. investors who are interested in trading the
issuer's securities in its primary securities market.\123 \
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    \120\ Any post-termination trading of a foreign private issuer's
securities in the United States would have to occur through over-
the-counter markets such as that maintained by the Pink Sheets, LLC
since, as of April, 1998, the NASD and the Commission have required
a foreign private issuer to register a class of securities under
Exchange Act section 12 before its securities could be traded
through the electronic over-the-counter bulletin board administered
by Nasdaq. See, for example, NASD Notice to Members (January 1998).
    \121\ In order to establish an ADR facility, an issuer must
register the ADRs on Form F-6 (17 CFR 239.36) under the Securities
Act. The eligibility criteria for the use of Form F-6 include the
requirement that the issuer have a reporting obligation under
Exchange Act section 13(a) or have established the exemption under
Rule 12g3-2(b).
    \122\ See Securities Act Rule 144A(d)(4) (17 CFR
230.144A(d)(4)).
    \123\ Brokers currently are exempt from complying with certain
information obligations under Exchange Act Rule 15c2-11 (17 CFR
240.15c2-11) when a foreign company has established and maintains
the Rule 12g3-2(b) exemption. See Release No. 34-41110 (February
25,1999), 64 FR 11124 (March 8, 1999).
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    The reproposed extension of Rule 12g3-2(b) would apply both to a
class of equity securities formerly registered under section 12(g) and
one that formerly gave rise to section 15(d) reporting obligations, as
originally proposed. The Rule 12g3-2(b) exemption received under
reproposed Rule 12g3-2(e) would remain in effect for as long as the
foreign private issuer satisfies the rule's electronic publication
conditions or until the issuer registers a new class of securities
under section 12 or incurs section 15(d) reporting obligations by
filing a new Securities Act registration statement, which has become
effective.\124\
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    \124\ See Reproposed Rule 12g3-2(e)(3).
---------------------------------------------------------------------------

    Some commenters have suggested that we make the application of the
Rule 12g3-2(b) exemption optional rather than automatic upon the
termination of reporting under Rule 12h-6. We decline to do so as part
of the reproposed rule amendments because we do not believe that such
an amendment would be in the best interests of U.S. investors. Enabling
an issuer to claim the exemption immediately upon termination of
reporting under Rule 12h-6, rather than upon application or notice to
the Commission at some later date, should foster the prompt publishing
of that issuer's material home country documents on its Internet Web
site, to the benefit of investors.\125\
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    \125\ An issuer that does not want to claim the Rule 12g3-2(b)
exemption immediately following its deregistration under Rule 12h-6
could abstain from posting its home country documents on its Web
site at that time.

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1. Extension of the Rule 12g3-2(b) Exemption Under Reproposed Rule
12g3-2(e)
    As reproposed, because Rule 12g3-2(e) applies to any issuer that
has terminated its reporting under Rule 12h-6, the rule amendment would
effectively extend the Rule 12g3-2(b) exemption to:
     A foreign private issuer of equity securities immediately
upon its termination of reporting pursuant to Rule 12h-6(a);
     A successor issuer immediately upon its termination of
reporting pursuant to Rule 12h-6(c); and
     A prior Form 15 filer immediately upon its termination of
reporting pursuant to Rule 12h-6(h).
    Currently Rule 12g3-2(d)(2) precludes extending the Rule 12g3-2(b)
exemption to a foreign private issuer, other than a Canadian issuer
using the MJDS forms, that has issued securities in a merger or other
similar transaction to acquire a company that has registered a class of
securities under section 12 or has a reporting obligation under section
15(d). As reproposed, we would amend Rule 12g3-2(d)(2) effectively to
extend the Rule 12g3-2(b) exemption to a successor issuer that has
terminated its Exchange Act reporting obligations under Rule 12h-6(c).
Since we have proposed to permit a successor issuer to rely on its
predecessor's reporting history for the purpose of Rule 12h-6, we
believe the issuer should also benefit from claiming the Rule 12g3-2(b)
exemption immediately upon the effectiveness of its Form 15F.
    We also propose to extend the Rule 12g3-2(b) amendment immediately
upon the termination of reporting pursuant to Rule 12h-6(h) to a
foreign private issuer that, before the effective date of Rule 12h-6,
terminated its registration or suspended its reporting obligations
regarding a class of equity securities after filing a Form 15. This is
consistent with our proposed expansion of the scope of Rule 12h-6 to
encompass prior Form 15 filers. Without this change, a prior Form 15
filer would find itself subject to the 18 month waiting period that
currently exists under Rule 12g3-2(d), although the issuer qualified
for termination of reporting under Rule 12h-6(h).
    We further propose to permit a foreign private issuer that filed a
Form 15F solely to terminate its reporting obligations regarding a
class of debt securities to apply for the Rule 12g3-2(b) exemption for
a class of equity securities any time after the effectiveness of its
termination of reporting regarding the class of debt securities.\126\
Since we are reproposing to abolish the 18 month ``waiting period'' for
equity securities issuers that have terminated their Exchange Act
reporting obligations pursuant to Rule 12h-6, it would serve no useful
purpose to impose this waiting period on a debt securities issuer that
has terminated its reporting obligations regarding a class of debt
securities under Rule 12h-6 and, sometime thereafter, determines that
it will need the Rule 12g3-2(b) exemption for a class of equity
securities.
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    \126\ Reproposed Rule 12g3-2(e)(4).
---------------------------------------------------------------------------

    However, contrary to the suggestions of some commenters, we are not
proposing to permit a debt securities issuer to claim the Rule 12g3-
2(b) exemption immediately upon the effectiveness of termination of its
debt securities under Rule 12h-6 on the possibility that, at some
future date, it may require the exemption for a class of equity
securities. When that date arrives, the issuer may submit an
application for the Rule 12g3-2(b) exemption, which will provide the
Commission with current information about the outstanding class of
equity securities, including U.S. ownership information.
Comment Solicited
    We solicit comment on the reproposed amendments to Rule 12g3-2:
     Would it be appropriate to extend the Rule 12g3-2(b)
amendment to an issuer immediately upon the effectiveness of its
termination of Exchange Act reporting obligations under Rule 12h-6, as
reproposed?
     Would it be appropriate to extend the Rule 12g3-2(b)
amendment to successor issuers and prior Form 15 filers that are
eligible to file a Form 15F under Rule 12h-6, as reproposed?
     What are the estimated annual costs of electronically
publishing the material home country documents required by Rule 12g3-
2(b), as proposed?
2. Electronic Publishing of Home Country Documents
    Currently foreign companies claim the Rule 12g3-2(b) exemption by
submitting to the Commission on an ongoing basis the material required
by the rule. This material may only be submitted in paper format.\127\
Because paper submissions are more difficult to access, we are
reproposing Rule 12g3-2(e), which relies on electronic access to a
foreign company's home country securities documents, although not
through the Commission's electronic database.
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    \127\ A non-Exchange Act reporting issuer that has successfully
filed an application for the Rule 12g3-2(b) exemption must currently
furnish its home country documents in paper because the application
is analogous to one submitted for an exemption under Exchange Act
section 12(h). See Regulation S-T Rule 101(c)(16) (17 CFR
232.101(c)(16)). Although the Commission's EDGAR database contains
an entry signifying the receipt of paper documents, materials
received in paper are not accessible through the EDGAR system.
---------------------------------------------------------------------------

    As part of the condition requiring an issuer to publish its home
country documents required under Rule 12g3-2(b)(1)(iii) on its Internet
Web site or through an electronic information delivery system generally
available to the public in its primary trading market, reproposed Rule
12g3-2(e) would require an issuer to publish English translations of
the following documents on its web site:
     Its annual report, including or accompanied by annual
financial statements;
     Interim reports that include financial statements;
     Press releases; and
     All other communications and documents distributed
directly to security holders of each class of securities to which the
exemption relates.\128\
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    \128\ Reproposed Note 1 to Rule 12g3-2(e). Rule 12g3-2(b)
requires an exempt issuer to submit substantially the same
categories of home country documents as a reporting issuer must
furnish to the Commission under cover of Form 6-K. Moreover, both
Rule 12g3-2(b) and Form 6-K state that only material information
need be furnished under the rule and form. See Rule 12g3-2(b)(3) (17
CFR 240.12g3-2(b)(3)) and General Instruction B to Form 6-K.
---------------------------------------------------------------------------

    Reproposed Rule 12g3-2(e) would further require a foreign private
issuer of equity securities to disclose in the Form 15F the address of
its Internet Web site or that of the electronic information delivery
system in its primary trading market on which it will publish the
information required under Rule 12g3-2(b)(1)(iii).\129\ The purpose of
this requirement is to alert investors and the Commission regarding
where investors and others may find the company's home country
documents should a problem arise concerning the Internet location of
those documents.
---------------------------------------------------------------------------

    \129\ Note 3 to reproposed Rule 12g3-2(e). An issuer would not
have to update the Form 15F to reflect a change in that address.
---------------------------------------------------------------------------

    Currently non-reporting issuers that seek the Rule 12g3-2(b)
exemption must submit their letter application for the exemption and
their home country documents to the Commission in paper. We agree with
the commenters who stated that the same primary reason for requiring an
issuer to publish its home country documents on its Internet Web site
after it terminates its reporting obligations under Rule 12h-6 applies
equally to current Rule 12g3-2(b)

exempt companies and the non-reporting companies that eventually will
apply for the exemption. In each case, the electronic posting of an
issuer's home country documents would increase an investor's ability to
access those documents.
    Therefore, we propose to amend Rule 12g3-2 to permit a foreign
private issuer that, upon application to the Commission and not after
filing Form 15F, has obtained or will obtain the Rule 12g3-2(b)
exemption to publish its home country documents that it is required to
furnish on a continuous basis under Rule 12g3-2(b)(1)(iii) on its
Internet Web site or through an electronic information delivery system
generally available to the public in its primary trading market.\130\
As a condition to this electronic posting, an issuer that wishes to use
this procedure would have to comply with the English translation
requirements of reproposed Rule 12g3-2(e). It also would have to
provide the Commission with the address of its Internet Web site or
that of the electronic information delivery system in its primary
trading market in its application for the Rule 12g3-2(b) exemption or
in an amendment to that application.
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    \130\ Reproposed Rule 12g3-2(f).
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    Because currently the Commission does not have an established means
for a non-reporting company to submit electronically to the Commission
its initial documents under Rule 12g3-2(b)(1)(i) and (ii),\131\ an
applicant would have to continue to submit its letter application and
the home country documents submitted in support of its initial
application to the Commission in paper.\132\ Commenters provided
several suggestions in response to our request for comments relating to
the operation of Rule 12g3-2(b) in general. We will consider these
suggestions in future rulemaking, as appropriate.
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    \131\ 17 CFR 240.12g3-2(b)(1)(i) and (ii).
    \132\ As under current practice, the applicant should send these
initial materials to the Commission's Office of International
Corporate Finance in the Division of Corporation Finance.
---------------------------------------------------------------------------

    Some commenters suggested that the Commission impose a specific
time limit, for example 3 years, governing how long an issuer must keep
its home country documents on its Internet Web site. We decline to
propose a specific time limit primarily because different types of home
country documents may require different periods of electronic posting.
While an issuer would be required to post electronically a home country
document for a reasonable period of time, what constitutes a reasonable
period would depend on the nature and purpose of the home country
document. At a minimum, we suggest companies provide Web site access to
their home country reports for at least a 12 month period.
    We solicit comment on the reproposed electronic publishing
requirement:
     Is it appropriate to require an issuer, which has claimed
the Rule 12g3-2(b) exemption immediately upon the effectiveness of its
termination of Exchange Act reporting obligations under Rule 12h-6, to
publish in English its material home country documents required by Rule
12g3-2(b) on its Internet web site or through an electronic information
delivery system generally available to the public in its primary
trading market, as reproposed?
     Is it appropriate to permit an issuer that has obtained
the Rule 12g3-2(b) exemption upon application to the Commission, and
not under reproposed Rule 12h-6, to publish in English its material
home country documents required by Rule 12g3-2(b) on its Internet web
site or through an electronic information delivery system generally
available to the public in its primary trading market, as reproposed?
General Request for Comments
    We solicit comment on reproposed Rule 12h-6, reproposed Form 15F,
reproposed amendments to Rules 12g-4, 12h-3, and 12g3-2, as well as to
all other aspects of the reproposed rule amendments. Here and
throughout the release, when we solicit comment, we are interested in
hearing from all interested parties, including members and
representatives of the investing public, representatives of foreign
companies and foreign industry groups, representatives of broker-
dealers, domestic issuers, and other participants in U.S. securities
markets. We are further interested in learning from all parties what
aspects of the rule reproposal they deem essential, what aspects they
believe are preferred but not essential, and what aspects they believe
should be modified. We also would like to know whether there are any
facts or considerations not discussed in the comment letters submitted
in response to the Original Proposing Release that, in your opinion,
make adoption of reproposed Rule 12h-6 and the accompanying reproposed
rule amendments inappropriate? We are still interested in commenters'
views on the questions posed in the Original Proposing Release, as we
are still considering those questions in light of the reproposal. Due
to the advanced stage of this rulemaking, we intend to act
expeditiously on the reproposed rules, so we encourage you to submit
your comments promptly.

III. Paperwork Reduction Act Analysis

    The reproposed rule amendments contain ``collection of
information'' requirements within the meaning of the Paperwork
Reduction Act of 1995 (``PRA'').\133\ The titles of the affected
collection of informations are Form 20-F (OMB Control No. 3235-0288),
Form 40-F (OMB Control No. 3235-0381), Form 6-K (OMB Control No. 3235-
0116), new Form 15F, and submissions under Exchange Act Rule 12g3-2
(OMB Control No. 3235-0119).\134\ An agency may not conduct or sponsor,
and a person is not required to respond to, a collection of information
such as Form 20-F or new Form 15F unless it displays a currently valid
OMB control number. Compliance with the disclosure requirements of new
Form 15F and new Rule 12h-6, which will affect the above collections of
information, is mandatory.
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    \133\ 44 U.S.C. 3501 et seq.
    \134\ 134 A limited number of foreign private issuers file
annual reports on Form 10-K (17 CFR 249.310) and a limited number of
foreign private issuers file annual reports on Form 10-KSB (17 CFR
249.310b). In voluntarily electing to file periodic reports using
domestic issuer forms, these issuers seem to have closely aligned
themselves with the U.S. market. Accordingly, for the purpose of the
Paperwork Reduction Act Analysis, these issuers do not appear likely
to terminate their Exchange Act registration under new Rule 12h-6,
and we have assumed that none of these companies will seek to use
Rule 12h-6. Foreign private issuers that file periodic reports using
domestic issuer forms will be eligible, nonetheless, to use Rule
12h-6.
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    Form 20-F sets forth the disclosure requirements for a foreign
private issuer's annual report and registration statement under the
Exchange Act as well as many of the disclosure requirements for a
foreign private issuer's registration statements under the Securities
Act. We adopted Form 20-F pursuant to the Exchange Act and the
Securities Act in order to provide investors with information about
foreign private issuers that have registered securities with the
Commission.
    Form 40-F sets forth the disclosure requirements regarding the
annual report and registration statement under the Exchange Act for a
Canadian issuer that is qualified to use the Multijurisdictional
Disclosure System (``MJDS''). We adopted Form 40-F pursuant to the
Exchange Act in order to permit qualified Canadian issuers to prepare
their Exchange Act annual reports and registration statements based
primarily in accordance with Canadian requirements.
    Form 6-K is used by a foreign private issuer to report material
information that it:

     Makes or is required to make public under the laws of the
jurisdiction of its incorporation, domicile or organization (its ``home
country'');
     Files or is required to file with its home country stock
exchange that is made public by that exchange; or
     Distributes or is required to distribute to its security
holders.

A foreign private issuer may attach annual reports to security holders,
statutory reports, press releases and other documents as exhibits or
attachments to the Form 6-K. We adopted Form 6-K under the Exchange Act
in order to keep investors informed on an ongoing basis about foreign
private issuers that have registered securities with the Commission.
    As reproposed, new Form 15F is the form that a foreign private
issuer would have to file when terminating its Exchange Act reporting
obligations under new Exchange Act Rule 12h-6. Form 15F would require a
filer to disclose information that would help investors understand the
foreign private issuer's decision to terminate its Exchange Act
reporting obligations and assist Commission staff in assessing whether
the Form 15F filer is eligible to terminate its Exchange Act reporting
obligations pursuant to Rule 12h-6.
    Exchange Act Rule 12g3-2 is an exemptive rule that, under paragraph
(b) of that rule, provides an exemption from Exchange Act section 12(g)
registration for a foreign private issuer that, in addition to
satisfying other requirements, submits copies of its material home
country documents to the Commission on an ongoing basis. We adopted
paragraph (b) of Rule 12g3-2 in order to provide information for U.S.
investors concerning foreign private issuers with limited securities
trading in U.S. capital markets.
    The hours and costs associated with preparing, filing and sending
Forms 20-F, 40-F, 6-K and 15F, and making submissions under Exchange
Act Rule 12g3-2(b) constitute reporting and cost burdens imposed by
those collections of information. We based our estimates of the effects
that the reproposed rule amendments would have on those collections of
information primarily on our review of the most recently completed PRA
submissions for Forms 20-F, 40-F, and 6-K, and for submissions under
Rule 12g3-2(b), on the particular requirements for those forms and
submissions, and on relevant information, for example, concerning
comparative trading volume for numerous filers of those forms.
    Reproposed Rule 12h-6 would permit a foreign private issuer to
terminate its Exchange Act reporting obligations, including the
obligation to file an annual report on Form 20-F or 40-F and the
obligation to submit interim Form 6-K reports, after filing a Form 15F.
Reproposed Rule 12h-6 and the accompanying rule amendments would also
enable a foreign private issuer to claim the Rule 12g3-2(b) exemption
immediately upon the effectiveness of its termination of reporting
pursuant to the reproposed, new exit rule, and to publish copies of its
home country documents required by Rule 12g3-2(b) on its Internet Web
site instead of submitting them in paper to the Commission. We have
based the annual burden and cost estimates of the adopted rule
amendments on Forms 20-F, 40-F, 6-K and 15F, and on the home country
submissions required under Rule 12g3-2(b), on the following estimates
and assumptions:
     A foreign private issuer incurs or will incur 25% of the
annual burden required to produce each Form 20-F or 40-F report or Form
15F;
     Outside firms, including legal counsel, accountants and
other advisors, incur or will incur 75% of the burden required to
produce each Form 20-F or 40-F report or Form 15F at an average cost of
$400 per hour;
     A foreign private issuer incurs or will incur 75% of the
annual burden required to produce each Form 6-K report and Rule 12g3-
2(b) submission, not including English translation work, and 25% of the
annual burden required to perform the English translation work for Form
6-K reports and Rule 12g3-2(b) submissions; and
     Outside firms, including legal counsel, accountants and
other advisors, incur or will incur 25% of the burden required to
produce each Form 6-K report and Rule 12g3-2(b) submission, not
including English translation work, at an average cost of $400 per
hour, and 75% of the annual burden resulting from the English
translation work for Form 6-K reports and Rule 12g3-2(b) submissions,
at an average cost of $125 per hour.\135\
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    \135\ We relied on most of these estimates and assumptions for
the proposed rulemaking. However, at the original proposing stage,
we used an estimated hourly rate of $300 for work performed by an
outside firm, not including English translation work. We recently
increased the estimated outside firm rate to $400/hour after
consulting with several private law firms. We have used the $400/
hour rate for outside firms in this reproposing rulemaking.
---------------------------------------------------------------------------

    As was the case with the originally proposed rule amendments, the
estimated effects of the reproposed rule amendments reflect the initial
phase-in period of the Exchange Act termination process under new Rule
12h-6 and Form 15F during the first year of use. We expect that most of
these estimated effects would occur on a one-time, rather than a
recurring, basis. While we expect that some issuers would terminate
their Exchange Act reporting under Rule 12h-6 and file Form 15F in
subsequent years, we do not expect the resulting burdens and costs to
be of the same magnitude as the burdens and costs currently expected
during the first year. Moreover, we expect that, over time the number
of foreign private issuers that are encouraged to enter the Exchange
Act reporting system as a result of the reproposed rule amendments
would increase so that, on an annual basis, the number of foreign
companies entering the Exchange Act reporting regime would exceed the
number exiting that regime.
    We published a notice requesting comment on the collection of
information requirements in the Original Proposing Release and
submitted these requirements to the Office of Management and Budget
(``OMB'') for review in accordance with the PRA.\136\ OMB subsequently
approved the proposed requirements without change. As discussed in Part
II above, we received several comment letters regarding the proposed
rule amendments, although none addressed their estimated effects on the
collection of information requirements. We have revised proposed Rule
12h-6 and the accompanying proposed rule amendments in response to
these comments. Because of these changes, we have revised the estimated
reporting and cost burdens of the reproposed rule amendments, as
discussed below.
---------------------------------------------------------------------------

    \136\ 44 U.S.C. 3507(d) and 5 CFR 1320.11.
---------------------------------------------------------------------------

A. Form 20-F

    During the first year of effectiveness of reproposed Rule 12h-6, we
estimate that as many as 25% of Form 20-F filers could terminate their
Exchange Act reporting obligations under the new rule, compared to the
15% previously estimated under the earlier, proposed rule
amendments.\137\ However, we continue to believe that Rule 12h-6 would
encourage some foreign companies to enter the Exchange Act

registration and reporting regime for the first time. Consequently,
during the first effective year of Rule 12h-6, the number of Form 20-F
annual reports filed could increase by 5%, leading to a net decrease of
20% for Form 20-Fs filed over this same period. This net decrease would
cause:
---------------------------------------------------------------------------

    \137\ This estimate has increased due to a number of revisions
to the proposed rule, which should enable more foreign private
issuers to qualify for termination of Exchange Act reporting under
reproposed Rule 12h-6 than under the proposed rule. A review by the
Commission's Office of Economic Analysis of trading volume data on a
sample of foreign Exchange Act reporting companies that filed Form
20-F during 2004 suggests that approximately 30% of filers would
meet the U.S. trading volume threshold of the reproposed rule. That
percentage may vary by region.
---------------------------------------------------------------------------

     The number of Form 20-Fs filed to decrease to 880, which
is 110 less than the 990 estimated under the originally proposed rule;
\138\
---------------------------------------------------------------------------

    \138\ 1,100 Form 20-Fs filed annually (prior to this rulemaking)
x .20 = 220; 1,100--220 = 880 Form 20-Fs filed annually.
---------------------------------------------------------------------------

     The total number of burden hours required to produce Form
20-F \139\ to decrease to 2,314,400 total hours, which is 289,300 hours
less than the decrease to 2,603,700 total hours estimated under the
originally proposed rule; \140\
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    \139\ As in the Original Proposing Release, we estimate that a
foreign private issuer requires on average 2,630 hours to produce
each Form 20-F.
    \140\ 880 Form 20-Fs filed annually x 2,630 hours per Form 20-F
= 2,314,400 hours.
---------------------------------------------------------------------------

     The total number of burden hours required by foreign
private issuers to produce Form 20-F to decrease to 578,600 total
hours, which is 72,325 hours less than the decrease to 650,925 total
hours estimated under the orginally proposed rule; \141\ and
---------------------------------------------------------------------------

    \141\ 880 Form 20-Fs x 2,630 hours per Form 20-F x .25 = 578,600
hours. Thus, we estimate that, during the first year of
effectiveness of Rule 12h-6, foreign private issuers could incur a
reduction of 144,650 hours in the number of burden hours required to
produce Form 20-F. 220 Form 20-Fs x 2,630 hrs x .25 = 144,650 hours.
Using an estimated hourly rate of $175 for in-house work, foreign
private issuers could incur Form 20-F cost savings of $25,313,750
during Rule 12h-6's first year of effectiveness. 144,650 hrs. x
$175/hr. = $25,313,750.
---------------------------------------------------------------------------

     The cost incurred by outside firms to produce Form 20-F to
total $694,320,000,\142\ which is $108,487,500 more than the
$585,832,500 estimated under the originally proposed rule.\143\
---------------------------------------------------------------------------

    \142\ 880 Form 20-Fs x 2,630 hours x .75 x $400/hour =
$694,320,000. The $108,487,500 increase reflects the increase in the
estimated outside firm hourly rate from $300 to $400.
    \143\ We further estimate cost savings of $173,580,000 regarding
outside firms' production of Form 20-Fs during Rule 12h-6's first
year of effectiveness. 220 Form 20-Fs x 2,630 hrs. x .75 x $400/hr.
= $173,580,000. Thus, during the first year of its effectiveness,
Rule 12h-6 could result in total estimated Form 20-F cost savings of
$198,893,750. $25,313,750 + $173,580,000 = $198,893,750.
---------------------------------------------------------------------------

B. Form 40-F

    During the first year of effectiveness of reproposed Rule 12h-6, we
estimate that as many as 10% of Form 40-F filers could terminate their
Exchange Act reporting obligations under the new rule, which is the
same percentage previously estimated under the originally proposed rule
amendments.\144\ However, the reproposed rule could encourage some
foreign companies to enter the Exchange Act registration and reporting
regime for the first time, including some that would be eligible to use
the MJDS forms, including the Form 40-F annual report. Consequently,
over this same period, the number of Form 40-F annual reports filed
could increase by approximately 3%, resulting in a net decrease of 7%
for Form 40-Fs filed over this same period.\145\ This net decrease
would cause:
---------------------------------------------------------------------------

    \144\ We do not expect the expanded scope of reproposed Rule
12h-6 to have as great an effect on MJDS filers as other foreign
reporting companies since, typically, the percentage of an MJDS
filer's shares held by U.S. residents and the U.S. trading volume
relating to those shares is significant. Moreover, because of their
close proximity to U.S. capital markets, we believe MJDS filers are
less likely to seek to terminate their Exchange Act reporting
obligations than other foreign private issuers. Accordingly, based
on current experience, we expect no more than 10% of Form 40-F
filers would terminate their Exchange Act reporting obligations
under reproposed Rule 12h-6.
    \145\ This is the same percentage previously estimated under the
originally proposed rule amendments.
---------------------------------------------------------------------------

     The number of Form 40-Fs filed to total 125; \146\
---------------------------------------------------------------------------

    \146\ 134 Form 40-Fs filed annually (prior to this rulemaking) x
.07 = 9; 134-9 = 125 Form 40-Fs filed annually.
---------------------------------------------------------------------------

     The number of burden hours required to produce Form 40-F
\147\ to total 53,375 total hours; \148\
---------------------------------------------------------------------------

    \147\ As in the Original Proposing Release, we estimate that it
takes 427 hours on average to produce a Form 40-F report.
    \148\ 125 Form 40-Fs filed annually x 427 hours per Form 40-F =
53,375 hours.
---------------------------------------------------------------------------

     The number of burden hours required by foreign private
issuers to produce Form 40-F to total 13,344 hours; \149\ and
---------------------------------------------------------------------------

    \149\ 125 Form 40-Fs filed annually x 427 hours per Form 40-F x
.25 = 13,344 hours. Thus, we estimate that, during the first year of
effectiveness of reproposed Rule 12h-6, foreign private issuers
could incur a reduction of 961 hours in the number of burden hours
required to produce Form 40-F. 9 Form 40-Fs x 427 hrs. x .25 x = 961
hrs. This could result in estimated Form 40-F cost savings for
foreign private issuers of $168,175. 961 hrs. x $175/hr. = $168,175.
---------------------------------------------------------------------------

     The cost incurred by outside firms to produce Form 40-F to
total $16,012,500, which is $4,003,125 \150\ more than the $12,009,375
estimated under the originally proposed rule.\151\
---------------------------------------------------------------------------

    \150\ The $4,003,125 increase results from an increase in the
estimated outside firm hourly rate from $300 to $400.
    \151\ 125 Form 40-Fs filed annually x 427 hours per Form 40-F x
.75 x $400/hour = $16,012,500. This estimate corresponds to
estimated cost savings of $1,152,900 in connection with outside
firms' production of Form 40-F during reproposed Rule 12h-6's first
year of effectiveness. 9 x 427 hrs. x .75 x $400/hr. = $1,152,900.
Thus, during the first year of its effectiveness, Rule 12h-6 could
result in estimated total Form 40-F cost savings of $168,175 +
$1,152,900 = $1,321,075.
---------------------------------------------------------------------------

C. Form 6-K

    During the first year of effectiveness of reproposed Rule 12h-6, we
estimate that as many as 23% of foreign private issuers that furnish
Form 6-K reports could terminate their Exchange Act reporting
obligations under the new rule,\152\ compared to the 14% previously
estimated under the originally proposed rule amendments. However, the
reproposed rule could encourage some foreign companies to enter the
Exchange Act registration and reporting regime for the first time,
including those that would furnish Form 6-K reports. Consequently, over
this same period, the number of Form 6-K reports furnished could
increase by as much as 5%,\153\ resulting in a net decrease of 18% for
Form 6-Ks furnished over this same period. This net decrease would
cause:
---------------------------------------------------------------------------

    \152\ This estimate is based on the estimated number of Form 20-
F and Form 40-F filers that are expected to terminate their Exchange
Act reporting obligations under reproposed Rule 12h-6. 1,100 Form
20-Fs x .25 = 275; 134 Form 40-Fs x .10 = 13; 288 = .23 x 1,234.
    \153\ This estimate is based on the estimated number of foreign
private issuers that are expected to enter the Exchange Act
reporting regime and file Form 20-Fs or Form 40-Fs as a result of
this reproposed rulemaking during the first year of effectiveness.
1,100 Form 20-Fs x .05 = 55; 134 Form 40-Fs x .03 = 4; 59 = .05 x
1,234.
---------------------------------------------------------------------------

     The number of Form 6-K reports furnished to decrease to
12,022, which is 1,320 less than the 13,342 estimated under the
originally proposed rule;\154 \
---------------------------------------------------------------------------

    \154\ 14,661 Form 6-K reports x .18 = 2,639; 14,661-2,639 =
12,022 Form 6-K reports.
---------------------------------------------------------------------------

     The total number of burden hours required to produce the
Form 6-Ks \155\ to decrease to 104,591 total hours,\156\ which is
12,054 hours less than the decrease to 116,645 total hours estimated
under the originally proposed rule;
---------------------------------------------------------------------------

    \155\ In the Original Proposing Release, we estimated that,
prior to this rulemaking, it took a total of 127,197 annual burden
hours to produce the 14,661 Form 6-Ks, or approximately 8.7 hours
per Form 6-K (for work performed by foreign private issuers and
outside firms). We continue to use this 8.7 hour estimate for the
reproposed rule amendments.
    \156\ 12,022 Form 6-K reports x 8.7 hours = 104,591 hours.
---------------------------------------------------------------------------

     The total number of burden hours required by foreign
private issuers to produce Form 6-K \157\ to decrease to 65,369
hours,\158\ which is 17,572 hours

less than the decrease to 82,941 total hours estimated under the
originally proposed rule;\159\ and
---------------------------------------------------------------------------

    \157\ In the Original Proposing Release, we estimated that the
amount of time required to translate foreign language materials into
English constitutes approximately 8% of the total hours required to
produce Form 6-K. We have revised this estimate to 25% based on
updated information provided by financial printer representatives.
    \158\ 104,591 hours x .25 = 26,148 hours for English translation
work; 104,591 hours-26,148 hours = 78,443 hours for non-English
translation work; 78,443 hours x .75 = 58,832 hours for non-English
translation work performed by foreign private issuers; 26,148 hours
x .25 = 6,537 hours of English translation work performed by foreign
private issuers; 58,832 hours + 6,537 hours = 65,369 total hours for
Form 6-K work performed by foreign private issuers, or 5.4 hours for
foreign private issuer work per Form 6-K.
    \159\ We further estimate that, during the first year of
effectiveness of reproposed Rule 12h-6, foreign private issuers
could incur a reduction of 14,349 hours in the number of burden
hours required to produce Form 6-K. 2,639 Form 6-Ks x 8.7 hours =
22,959 hours; 22,959 hours x .25 = 5,740 hours of English
translation work; 5,740 hours x .25 = 1,435 hours of English
translation work for foreign private issuers; 22,959 x .75 = 17,219
hours of non-English translation work; 17,219 x .75 = 12,914 hours
of non-English translation work for foreign private issuers; 1,435 +
12,914 = 14,349 hours. This could result in estimated Form 6-K cost
savings of $2,511,075 for foreign private issuers during the first
year of reproposed Rule 12h-6's effectiveness. 14,349 hrs. x $175/
hr. = $2,511,075.
---------------------------------------------------------------------------

     The cost incurred by outside firms to produce Form 6-K to
total $10,295,775,\160\ which is $2,078,475 more than the $8,217,300
estimated under the originally proposed rule.\161\
---------------------------------------------------------------------------

    \160\ 78,443 hours x .25 = 19,611 hours x $400/hour = $7,844,400
for non-translation work; 26,148 hours x .75 = 19,611 hours x $125/
hour = $2,451,375 for English translation work; $7,844,400 +
$2,451,375 = $10,295,775 for total work performed by outside firms.
The $2,078,475 increase reflects the increase in the estimated
outside firm hourly rate from $300 to $400.and the increase in the
estimated outside firm rate for English translation work from $75 to
$125/hour based on current information provided by financial printer
representatives.
    \161\ This estimate corresponds to estimated cost savings of
$2,260,025 in connection with outside firms' production of Form 6-K
during Rule 12h-6's first year of effectiveness. 5,740 hrs. x .75 x
$125/hour = $538,125 for English translation work; 17,219 x .25 x
$400/hour = $1,721,900 for non-English translation work. $538,125 +
$1,721,900 = $2,260,025 in Form 6-K cost savings for outside firms.
Thus, Rule 12h-6 could result in total estimated Form 6-K cost
savings of $4,771,100. $2,511,075 + $2,260,025 = $4,771,100.
---------------------------------------------------------------------------

D. Form 15F

    During the first year of effectiveness of reproposed Rule 12h-6, we
estimate that as many as 351 foreign private issuers \162\ could file a
Form 15F to terminate their Exchange Act reporting obligations compared
to the 178 previously estimated under the originally proposed rule
amendments. This increase in the estimated number of Form 15F filers
could cause:
---------------------------------------------------------------------------

    \162\ We derived this estimate from the number of Form 20-F
filers (275) and Form 40-F filers (13) estimated to elect to
terminate their Exchange Act reporting obligations under reproposed
Rule 12h-6 during the first year of the rule's effectiveness. We
then added to this sum (288) the number of prior Form 15 filers (63)
estimated to file a Form 15F during the first year of reproposed
Rule 12h-6's effectiveness in order to make their Form 15
termination or suspension of reporting obligations. The latter
number is based on the approximate number of foreign private issuers
that filed a Form 15 from 2003 through the present.
---------------------------------------------------------------------------

     The number of burden hours required to produce Form 15F
\163\ to total 10,530 hours,\164\ which is 5,190 hours more than the
5,340 hours estimated under the originally proposed rule amendments;
---------------------------------------------------------------------------

    \163\ In the Original Proposing Release, we estimated that the
production of each Form 15F would require 30 hours. Although we have
revised some aspects of the originally proposed Form 15F, we do not
believe these changes are significant enough to affect materially
this 30 hour estimate. Therefore, we continue to use this estimate
for the reproposed rule amendments.
    \164\ 351 Form 15Fs x 30 = 10,530 hours.
---------------------------------------------------------------------------

     Foreign private issuers to incur a total of 2,633 hours to
produce Form 15F,\165\ which is 1,298 hours more than the 1,335 hours
estimated under the originally proposed rule amendments; and
---------------------------------------------------------------------------

    \165\ 10,530 hours x .25 = 2,633 hours. This could result in
estimated Form 15F costs for foreign private issuers of $460,775
during reproposed Rule 12h-6's first year of effectiveness. 2,633
hrs. x $175 = $460,775.
---------------------------------------------------------------------------

     Outside firms to incur a total cost of $3,159,200 to
produce Form 15F,\166\ which is $1,174,700 more than the $1,984,500
estimated under the originally proposed rule amendments.\167\
---------------------------------------------------------------------------

    \166\ 10,530 hours x .75 = 7,898 hours; 7,898 hours x $400/hour
= $3,159,200. The $3,159,200 increase reflects the increase in the
number of estimated Form 15F filers and the increase in the
estimated outside firm hourly rate from $300 to $400.
    \167\ Thus, reproposed Rule 12h-6 could result in total
estimated Form 15F costs of $3,619,975 during its first year of
effectiveness. $460,775 + $3,159,200 = $3,619,975.
---------------------------------------------------------------------------

E. Rule 12g3-2(b) Submissions

    We estimate that 685 foreign private issuers currently have
obtained the Rule 12g3-2(b) exemption.\168\ In addition, we estimate
that each Rule 12g3-2(b) exempt issuer currently makes 12 Rule 12g3-
2(b) submissions per year for a total of 8,220 Rule 12g3-2(b)
submissions. We further estimate that it takes a total of 32,880 annual
burden hours, or 4 annual burden hours per submission (for work
performed by foreign private issuers and outside firms), to produce the
8,220 Rule 12g3-2(b) submissions.\169\
---------------------------------------------------------------------------

    \168\ This estimate is based on Commission staff's most recent
annual review of the number of current Rule 12g3-2(b) exempt
companies, which will be available soon on our Internet Web site at
http://www.sec.gov/divisions/corpfin.shtml.

    \169\ These estimates represent an adjustment of 31,080 hours
from the 1,800 total hours previously reported for Rule 12g3-2(b)
submissions. As part of this rulemaking, we have re-evaluated the
number of foreign private issuers that currently claim the Rule
12g3-2(b) exemption, the number of Rule 12g3-2(b) submissions made
by them, and the number of burden hours required for their
production, in addition to assessing the effects on Rule 12g3-2(b)
submissions expected to result from adoption of the final rule
amendments. We believe these estimates more accurately reflect the
current burden hours required for the collections of information
submitted under Rule 12g3-2(b).
---------------------------------------------------------------------------

    During the first year of effectiveness of reproposed Rule 12h-6, we
estimate that as many as 351 foreign private issuers could claim the
Rule 12g3-2(b) exemption immediately upon the effectiveness of their
termination of reporting under reproposed Rule 12h-6.\170\ This
increase in the number of Rule 12g3-2(b) exempt issuers would cause:
---------------------------------------------------------------------------

    \170\ This amount includes the estimated 288 Form 20-F and 40-F
filers expected to terminate their Exchange Act reporting
obligations under reproposed Rule 12h-6 as well as the estimated 63
prior Form 15 filers expected to file a Form 15F to make their prior
termination or suspension of reporting under Rule 12h-6.
---------------------------------------------------------------------------

     The number of issuers claiming the Rule 12g3-2(b)
exemption to total 1,036;
     The number of Rule 12g3-2(b) submissions made annually to
total 12,432;
     The number of annual burden hours required to produce
these Rule 12g3-2(b) submissions to total 49,728 hours;
     Foreign private issuers to incur a total of 31,080 annual
burden hours to produce these Rule 12g3-2(b) submissions, or 2.5 annual
burden hours per submission;\171\ and
---------------------------------------------------------------------------

    \171\ Because the home country document submission requirement
under Rule 12g3-2(b) is similar to the home country document
submission requirement under Form 6-K, we have used the same
assumptions regarding the English and non-English translation work
required under Rule 12g3-2(b) that we adopted for Form 6-K
submissions. Accordingly: 49,728 hours x .25 = 12,432 total annual
burden hours for English translation work; 49,728-12,432 = 37,296
total annual burden hours required for non-English translation work;
37,296 hours x .75 = 27,972 total annual burden hours incurred by
foreign private issuers for non-English translation work; 12,432
hours x .25 = 3,108 total annual hours incurred by foreign private
issuers for English translation work; 27,972 + 3,108 = 31,080 total
annual burden hours incurred by foreign private issuers for Rule
12g3-2(b) submissions, or 2.5 annual burden hours per submission. Of
the 31,080 hours, 10,530 hours would result from adoption of the
reproposed rules and 20,550 hours represents an adjustment from the
previous PRA estimates for Rule 12g3-2 submissions.
---------------------------------------------------------------------------

     Outside firms to incur a total cost of $4,909,275 \172 \to
produce the Rule 12g3-2(b) submissions.\173\
---------------------------------------------------------------------------

    \172\ 49,728 hours x .25 = 12,432 hours for English translation
work; 12,432 hours x .75 = 9,324 hours; 9,324 hours x $125 =
$1,165,500 for English translation work; 49,728 hours -12,432 hours
= 37,296 hours for non-English translation work; 37,296 hours x .25
= 9,324 hours; 9,324 hours x $400 = $3,729,600 for non-English
translation work; $1,165,500 + $3,729,600 = $4,895,100 for total
work performed by outside firms. Of that total amount, $1,658,475
would result from adoption of the reproposed rules and $3,236,625
constitutes an adjustment from the previous PRA estimates for Rule
12g3-2 submissions.
    \173\ We further estimate that reproposed Rule 12h-6 and the
accompanying rule amendments could result in total estimated Rule
12g3-2(b) costs of $3,501,225 during the first year of their
effectiveness. 351 issuers x 12 submissions/issuer x 2.5 hrs./
submission = 10,530 hours; 10,530 hours x $175/hr. = $1,842,750 in
Rule 12g3-2(b) submission costs for foreign private issuers. For
outside firm costs: 351 issuers x 12 submissions/issuer x 4 hrs./
submission = 16,848 hours; 16,848 x .25 = 4,212 hours of English
translation work; 4,212 x .75 x $125 = $394,875 of English
translation costs for outside firms. 16,848 hours x .75 = 12,636
hours of non-English translation work; 12,636 x .25 x $400 =
$1,263,600 of non-English translation costs for outside firms.
$394,875 + $1,263,600 = $1,658,475 in total Rule 12g3-2(b)
submission costs for outside firms. $1,842,750 + $1,658,475 =
$3,501,225 in total estimated Rule 12g3-2(b) costs.

---------------------------------------------------------------------------

Comment Solicited
    We solicit comment on the expected effects of reproposed Rule 12h-6
and the accompanying reproposed rule amendments on Form 20-F, Form 40-
F, Form 6-K and Rule 12g3-2(b) submissions and on the expected effects
of reproposed Form 15F under the PRA. In particular, we solicit comment
on:
     The extent to which foreign private issuers would respond
to reproposed Rule 12h-6 by electing to file Form 15F to terminate
their registration and reporting in the U.S.;
     How many foreign private issuers would join the Exchange
Act registration and reporting regime for the first time as a result of
the reproposed rule;
     How accurate are our burden hour and cost estimates for
Forms 20-F, 40-F, and 6-K, and Rule 12g3-2(b) submissions expected to
result from the reproposed rule amendments;
     How accurate are our burden hour and cost estimates for
reproposed Form 15F; and
     Whether most of the effects of reproposed Rule 12h-6 would
occur during the first year, as expected, or over a longer period, for
example, during the first two or three years.
    We further solicit comment in order to:
     Evaluate whether the reproposed collections of information
are necessary for the proper performance of the functions of the
Commission, including whether the information will have practical
utility;
     Determine whether there are ways to enhance the quality,
utility, and clarity of the information to be collected;
     Evaluate whether there are ways to minimize the burden of
the collections of information on those who respond, including through
the use of automated collection techniques or other forms of
information technology; and
     Evaluate whether the reproposed rule amendments will have
any effects on any other collections of information not previously
identified in this section.
    Any member of the public may direct to us any comments concerning
these burden and cost estimates and any suggestions for reducing the
burdens and costs. Persons who desire to submit comments on the
collections of information requirements should direct their comments to
the OMB, Attention: Desk Officer for the Securities and Exchange
Commission, Office of Information and Regulatory Affairs, Washington,
DC 20503, and send a copy of the comments to Nancy M. Morris,
Secretary, Securities and Exchange Commission, 100 F Street, NE.,
Washington, DC 20549-9303, with reference to File No. S7-12-05.
Requests for materials submitted to the OMB by us with regard to these
collections of information should be in writing, refer to File No. S7-
12-05, and be submitted to the Securities and Exchange Commission,
Records Management, Office of Filings and Information Services, 100 F
Street, NE., Washington, DC 20549. Because the OMB is required to make
a decision concerning the collections of information between 30 and 60
days after publication, your comments are best assured of having their
full effect if the OMB receives them within 30 days of publication.

IV. Cost-Benefit Analysis

A. Expected Benefits

    Reproposed Rule 12h-6 and the accompanying rule amendments would
benefit U.S. investors to the extent that they remove a possible
disincentive for foreign companies that are not currently Exchange Act
reporting companies to register their equity and debt securities with
the Commission. In response to foreign companies' concerns about
Exchange Act reporting and other obligations, these rules would fine-
tune the criteria by which a foreign company may terminate those
obligations. In so doing, the reproposed rule amendments should over
time remove an impediment to foreign company access and participation
in U.S. public capital markets while still providing U.S. investors
with the protections afforded by our Exchange Act reporting regime.
    The reproposed rule amendments should remove a disincentive for
foreign firms to enter our Exchange Act reporting regime by lowering
the cost of exiting from that regime. Investors are expected to benefit
from the amendments by being able to purchase shares in foreign firms
that have been registered with the Commission and that, therefore,
provide a high level of investor protection. In addition, U.S.
investors may incur lower transaction costs when trading a foreign
company's shares on a U.S. exchange relative to a foreign exchange.
    To remove a disincentive for foreign companies to enter U.S. public
capital markets, the reproposed rule amendments would benefit U.S.
investors by enabling a foreign Exchange Act reporting company to lower
its costs of compliance in connection with Exchange Act deregistration.
This reduction in the cost of compliance would directly benefit both
foreign companies and their investors, including those resident in the
United States.
    The reproposed rule amendments would result in foreign private
issuers incurring lower costs of Exchange Act compliance in four
possible ways. First, rather than require a foreign private issuer to
determine the number of its U.S. holders, as is the case under the
current exit rules, reproposed Rule 12h-6 would enable a foreign
private issuer to rely solely on trading volume data regarding its
securities in the United States and its primary trading market when
determining whether it may terminate its Exchange Act reporting
obligations. Because trading volume data is more easily obtainable than
information regarding its U.S. shareholders, the reproposed rule should
lower the costs of Exchange Act termination for foreign private
issuers.
    Second, reproposed Rule 12h-6 would allow a foreign firm to
terminate its Exchange Act reporting obligations regarding a class of
equity securities and immediately obtain the Rule 12g3-2(b) exemption.
Accordingly, such a terminating foreign private issuer would be able to
avoid the costs associated with continued annual verification that its
number of holders of record remains below 300.
    Third, the reproposed rule would permit an issuer to rely on the
assistance of an independent information services provider when
determining whether it falls below the 300 U.S. holder standard. The
option to hire an independent information services provider may be a
more efficient and cost-effective mechanism to make that determination.
Moreover, a foreign company may save costs when assessing its
eligibility to terminate its registration and reporting under the 300
record holder provision of reproposed Rule 12h-6, since the rule would
limit the number of jurisdictions in which a foreign private issuer
must search for the amount of securities represented by accounts of
customers resident in the United States held by brokers, dealers, banks
and other nominees. The current rules require a foreign private issuer
to conduct a worldwide search for such U.S. customer accounts.

    Fourth, once having terminated its reporting obligations under
reproposed Rule 12h-6, a foreign company would no longer be required to
incur costs associated with producing an Exchange Act annual report or
interim Form 6-K reports.\174\ Based on estimates and assumptions used
for the purpose of the Paperwork Reduction Act, these estimated cost
savings could total approximately $200,000,000 for the first year of
reproposed Rule 12h-6's effectiveness.\175\
---------------------------------------------------------------------------

    \174\ We recognize that, as a result of terminating their
Exchange Act reporting obligations under reproposed Rule 12h-6,
foreign firms may accrue other cost savings that are not
specifically quantified in this section. One such example is an
investment in an internal control system in order to comply with the
Sarbanes-Oxley Act.
    \175\ As discussed in Part III of this release, for the first
year of reproposed Rule 12h-6's effectiveness, estimated cost
savings in connection with Forms 20-F, 40-F and 6-K could amount to,
respectively, $198,893,750, $1,321,075, and $4,771,100, for a total
of $204,985,925.
---------------------------------------------------------------------------

B. Expected Costs

    Investors could incur costs from the reproposed rule amendments to
the extent that currently registered foreign companies respond to the
rule changes by terminating their Exchange Act registration and
reporting obligations with respect to their equity and debt securities.
If Exchange Act disclosure requirements provide more information or
protection to U.S. or other investors than is provided in an issuer's
primary trading market, then all investors, both U.S. and foreign, may
suffer the costs of losing that information and protection upon
Exchange Act termination.\176\ If this is the case, the announcement
that a foreign firm is terminating its Exchange Act reporting may
result in a loss of share value and the incurrence by investors of
higher costs from trading in the firm's equity and debt securities.
---------------------------------------------------------------------------

    \176\ Conversely, in countries that have similar regulatory
regimes and levels of investor protection, the impact of U.S.
deregistration may be mitigated.
---------------------------------------------------------------------------

    There are costs associated with the filing of reproposed Form 15F,
which is a requirement for a foreign private issuer that terminates its
Exchange Act registration and reporting under Rule 12h-6.\177\ A
foreign private issuer will also incur costs in connection with having
to post on its Internet Web site in English its material home country
documents required to maintain the Rule 12g3-2(b) exemption that it
will have received upon the effectiveness of its termination of
reporting under reproposed Rule 12h-6.\178\
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    \177\ As discussed in Part III of this release, based on
estimates and assumptions adopted for the purpose of the Paperwork
Reduction Act, these costs could total $3,619,975 during the first
year of the reproposed form's use.
    \178\ As discussed in Part III of this release, based on
estimates and assumptions adopted for the Paperwork Reduction Act,
these resulting Rule 12g3-2(b) costs could amount to $3,501,225.
---------------------------------------------------------------------------

    We expect that reproposed Rule 12h-6 would enable some foreign
registrants to avoid other recent U.S. regulation, such as the
Sarbanes-Oxley Act.\179\ Investors would lose the benefits afforded by
the Sarbanes-Oxley Act to the extent a current foreign registrant is
not fully subject to that Act.
---------------------------------------------------------------------------

    \179\ 15 U.S.C. 7201 et seq.
---------------------------------------------------------------------------

    Some U.S. investors might seek to trade in the equity securities of
a foreign company following its termination of Exchange Act reporting
under reproposed Rule 12h-6. U.S. investors seeking to trade the former
reporting company's securities in the U.S. may be forced to trade in
over-the-counter markets such as the one administered by Pink Sheets,
LLC, which could result in higher transaction costs than if the foreign
company had continued to have a class of securities registered with the
Commission.
    U.S. investors seeking to trade the former reporting company's
securities in its primary trading market also could incur additional
costs. For example, U.S. investors who held the securities in the form
of ADRs could incur costs associated with the depositary's conversion
of the ADRs into ordinary shares.\180\ Moreover, some U.S. investors
could incur costs associated with finding and contracting with a new
broker-dealer who is able to trade in the foreign reporting company's
primary trading market. U.S. investors may face additional costs due to
the cost of currency conversion and higher transaction costs trading
the securities in a foreign market.
---------------------------------------------------------------------------

    \180\ A foreign company may terminate its ADR facility whether
or not it is an Exchange Act registrant, and reproposed Rule 12h-6
does not require the termination of ADR facilities. In fact, by
granting foreign private issuers the Rule 12g3-2(b) exemption
immediately upon their termination of reporting with regard to a
class of equity securities, Rule 12h-6 would enable foreign private
issuers to retain their ADR facilities as unlisted facilities
following their termination of reporting under Rule 12h-6. As
reproposed, Rule 12h-6 would require an issuer that has terminated a
sponsored ADR facility to wait a year before it may file a Form 15F
in reliance on the trading volume provision of reproposed Rule 12h-
6.
---------------------------------------------------------------------------

    Some investors who wish to make investment decisions regarding
former Exchange Act reporting foreign companies also may incur costs to
the extent that the information provided by such companies pursuant to
any home country regulations is different from that which currently is
required under the Exchange Act. Such investors could incur costs
associated with hiring an attorney or investment adviser, to the extent
that they have not already done so, to explain the material
differences, if any, between a foreign company's home country reporting
requirements, as reflected in its home country annual report posted on
its Internet Web site, and Exchange Act reporting requirements.
Comment Solicited
    We solicit comment on the costs and benefits to U.S. and other
investors, foreign private issuers, and others who may be affected by
reproposed Rule12h-6, reproposed Form 15F and the associated reproposed
rule amendments. We request your views on the costs and benefits
described above as well as on any other costs and benefits that could
result from adoption of the reproposed rules. We also request data to
quantify the costs and value of the benefits identified. In particular,
we solicit comment on:
     The number of current foreign private issuers that are
expected to terminate their Exchange Act registration and reporting as
a result of reproposed Rule 12h-6 and the accompanying reproposed rule
amendments and the timing of such termination;
     The number of prospective foreign companies that are
expected to join the Exchange Act reporting regime as a result of the
reproposed rules and the timing of such intial registration and
reporting; and
     How investors would be affected both directly and
indirectly from the rule proposals, as discussed in this section.

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

    When adopting rules under the Exchange Act, Section 23(a)(2) of the
Exchange Act \181\ requires us to consider the impact that any new rule
would have on competition. Section 23(a)(2) also prohibits us from
adopting any rule that would impose a burden on competition not
necessary or appropriate in furtherance of the purposes of the Exchange
Act. Furthermore, when engaging in rulemaking that requires us to
consider or determine whether an action is necessary or appropriate in
the public interest, Section 3(f) of the Exchange Act \182\ requires
the Commission to

consider whether the action will promote efficiency, competition and
capital formation.
---------------------------------------------------------------------------

    \181\ 15 U.S.C. 78w(a)(2).
    \182\ 15 U.S.C. 78c(f).
---------------------------------------------------------------------------

    In the Original Proposing Release, we considered proposed Rule 12h-
6 and the accompanying proposed rule amendments in light of the
standards set forth in the above statutory sections. We solicited
comment on whether, if adopted, proposed Rule 12h-6 and the other
proposed rule amendments would result in any anti-competitive effects
or promote efficiency, competition and capital formation. We further
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 might result from
adoption of proposed Rule 12h-6 and the other proposed rule amendments.
    Although most commenters did not submit any empirical data to
support their views, many commenters maintained that proposed Rule 12h-
6 would not achieve its intended purpose--to facilitate the exit from
the Exchange Act reporting system of a foreign private issuer in which
there is relatively little U.S. market interest and thereby remove a
disincentive for other foreign companies to join that system. According
to these commenters, because a significant number of foreign reporting
companies would not benefit from the proposed new rules, other foreign
companies would avoid registering their securities with the Commission
out of concern that once an issuer became an Exchange Act reporting
company, it would remain one indefinitely. Consequently, according to
these commenters, contrary to the Commission's intention, the rule
proposals would not promote competition and capital formation by
foreign private issuers in the U.S. securities markets.
    In response to these concerns, we have revised the rule proposals
in several respects, including proposing a provision that would enable
a foreign registrant to terminate its Exchange Act reporting
obligations based solely on trading volume data, which should be more
easily obtainable than information regarding the number of a foreign
registrant's U.S. holders or the percentage of shares held by such
holders. We believe the reproposed rule amendments will provide a
foreign reporting company with a more efficient option of exiting the
Exchange Act reporting system when U.S. investor interest has become
relatively scarce. In so doing, reproposed Rule 12h-6 and the other
reproposed rule amendments should encourage foreign private issuers to
register their equity and debt securities with the Commission by
reassuring foreign private issuers that, should interest in the U.S.
market for their securities decline sufficiently, they may exit the
Exchange Act reporting system with little difficulty.
    By providing increased flexibility for foreign private issuers
regarding our Exchange Act reporting system, the reproposed rule
amendments should encourage foreign companies to participate in U.S.
capital markets as Exchange Act reporting companies to the benefit of
investors. In so doing, the reproposed rule amendments should foster
increased competition between domestic and foreign firms for investors
in U.S. capital markets.
    Moreover, by requiring a foreign private issuer that has terminated
its Exchange Act reporting under reproposed Rule 12h-6 to publish its
home country documents required under Exchange Act Rule 12g3-2(b) in
English on its Internet Web site or through an electronic information
delivery system that is generally available to the public in its
primary trading market, the reproposed rules would help ensure that
U.S. investors continue to have ready access to material information in
English about the foreign private issuer.\183\ Thus, reproposed Rule
12h-6 and the accompanying rule amendments should foster increased
efficiency in the trading of the issuer's securities for U.S. investors
following the issuer's termination of Exchange Act reporting.
---------------------------------------------------------------------------

    \183\ Similarly, by expanding the scope of proposed Rule 12h-6
to permit prior Form 15 filers to terminate their Exchange Act
reporting obligations under the reproposed, new exit rule and claim
the Rule 12g3-2(b) exemption immediately upon such termination, the
reproposed rules would help promote the availability of material
home country information in English about those issuers for U.S.
investors.
---------------------------------------------------------------------------

Comment Solicited

    We solicit comment on whether the reproposed rules would impose a
burden on competition or whether they would promote efficiency,
competition and capital formation. Commenters are requested to provide
empirical data and other factual support for their views if possible.

VI. Regulatory Flexibility Act Certification

    The Securities and Exchange Commission hereby certifies, pursuant
to 5 U.S.C. 605(b), that reproposed Rule 12h-6 and reproposed Form 15F
under the Exchange Act, the reproposed amendments to Rules 12g3-2, 12g-
4 and 12h-3 under the Exchange Act, and the reproposed amendments to
Rule 30-1 of its Delegation of Authority rules and Rule 101 of
Regulation S-T, if adopted, would not have a significant economic
impact on a substantial number of small entities for purposes of the
Regulatory Flexibility Act. The reason for this certification is as
follows.
    Reproposed Rule 12h-6, reproposed Form 15F and the accompanying
reproposed rule amendments would permit the termination of Exchange Act
reporting by a foreign private issuer regarding a class of equity
securities under either Exchange Act section 12(g) or section 15(d) for
which U.S. markets show relatively little interest. The reproposed
rules would further permit a foreign private issuer that seeks
termination of reporting regarding a class of equity or debt securities
to also terminate its section 15(d) reporting obligations regarding a
class of debt securities as long as it meets conditions similar to
those currently required for suspending reporting obligations under
section 15(d). The reproposed rule amendments would also automatically
extend the Exchange Act Rule 12g3-2(b) exemption to a foreign private
issuer that has terminated its Exchange Act reporting obligations with
regard to a class of equity securities pursuant to reproposed Rule 12h-
6 on the condition that it publish material information required by its
home country in English on its Internet Web site or through an
electronic information delivery system that is generally available to
the public in its primary trading market. The reproposed rule
amendments would similarly extend an electronic publishing option to a
foreign private issuer that has obtained the Rule12g3-2(b) exemption
upon application and not under Rule 12h-6.
    Because reproposed Rule 12h-6 and the accompanying reproposed rule
amendments would only apply to foreign private issuers, they would
directly affect only foreign companies and not domestic companies.
Similarly, reproposed Form 15F would only affect foreign companies
since only foreign private issuers would be permitted to use this form.
    Based on an analysis of the language and legislative history of the
Regulatory Flexibility Act, Congress did not intend that the Act apply
to foreign issuers. Accordingly, the entities directly affected by the
reproposed rule and form amendments will fall outside the scope of the
Act. For this reason, reproposed Exchange Act Rule 12h-6, reproposed
Form 15F, and the accompanying reproposed rule amendments should not
have a significant economic impact on a substantial number of small
entities.

    We encourage written comments regarding this certification. We
request in particular that commenters describe the nature of any impact
on small entities and provide empirical data to support the extent of
the impact.

VII. Statutory Basis and Text of Proposed Rule Amendments

    We are reproposing the amendments to Rule 30-1 of Part 200, Rule
101 of Regulation S-T, and Exchange Act Rules 12g3-2, 12g-4 and 12h-3,
new Exchange Act Rule 12h-6 and new Exchange Act Form 15F under the
authority in sections 6, 7, 10 and 19 of the Securities Act\184\ and
sections 3(b), 12, 13, 23 and 36 of the Exchange Act.\185\
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    \184\ 15 U.S.C. 77f, 77g, 77j, and 77s.
    \185\ 15 U.S.C. 78c, 78l, 78m, 78w, and 78mm.
---------------------------------------------------------------------------

List of Subjects

17 CFR Part 200

    Administrative practice and procedure, Authority delegations
(Government agencies).

17 CFR Parts 232, 240 and 249

    Reporting and recordkeeping requirements, Securities.

Text of Proposed Rule Amendments

    For the reasons set out in the preamble, we propose to amend Title
17, Chapter II of the Code of Federal Regulations as follows.

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

    1. The general authority citation for part 200 is revised to read
as follows:

    Authority: 15 U.S.C. 77s, 77o, 77sss, 78d, 78d-1, 78d-2, 78w,
78ll(d), 78mm, 80a-37, 80b-11, and 7202, unless otherwise noted.
* * * * *
    2. Amend Sec.  200.30-1 by adding paragraph (e)(17) to read as
follows:

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

* * * * *
    (e) * * *
    (17) At the request of a foreign private issuer, pursuant to Rule
12h-6 (Sec.  240.12h-6 of this chapter), to accelerate the termination
of the registration of a class of securities under section 12(g) of the
Act (15 U.S.C. 78l(g)) or the duty to file reports under section 13(a)
of the Act (15 U.S.C. 78m(a)) or section 15(d) of the Act (15 U.S.C.
78o(d)).
* * * * *

PART 232--REGULATION S-T--GENERAL RULES AND REGULATIONS FOR
ELECTRONIC FILINGS

    3. The general authority citation for part 232 is revised to read
as follows:

    Authority: 15 U.S.C. 77f, 77g, 77h, 77j, 77s(a), 77sss(a),
78c(b), 78l, 78m, 78n, 78o(d), 78w(a), 78ll(d), 80a-8, 80a-29, 80a-
30, 80a-37, and 7201 et seq.; and 18 U.S.C. 1350.
* * * * *
    4. Amend Sec.  232.101 by:
    a. Removing the word ``and'' at the end of paragraph (a)(1)(x);
    b. Removing the period and adding ``; and'' at the end of paragraph
(a)(1)(xi); and
    c. Adding paragraph (a)(1)(xii).
    The addition reads as follows:

Sec.  232.101  Mandated electronic submissions and exceptions.

    (a) * * *
    (1) * * *
    (xii) Forms 15 and 15F (Sec.  249.323 and Sec.  249.324 of this
chapter).
* * * * *

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

    5. The general authority citation for part 240 is revised to read
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.
* * * * *
    6. Amend Sec.  240.12g3-2 by revising paragraphs (d)(1) and (d)(2)
and adding paragraphs (e) and (f) to read as follows:

Sec.  240.12g3-2  Exemptions for American depositary receipts and
certain foreign securities.

* * * * *
    (d) * * *
    (1) Securities of a foreign private issuer that has or has had
during the prior eighteen months any securities registered under
section 12 of the Act or a reporting obligation (suspended or active)
under section 15(d) of the Act (other than arising solely by virtue of
the use of Form F-7, F-8, F-9, F-10 or F-80), except as provided by
paragraph (e) of this section;
    (2) Securities of a foreign private issuer issued in a transaction
(other than a transaction registered on Form F-8, F-9, F-10 or F-80) to
acquire by merger, consolidation, exchange of securities or acquisition
of assets, another issuer that had securities registered under section
12 of the Act or a reporting obligation (suspended or active) under
section 15(d) of the Act, except as provided by paragraph (e) of this
section; and
* * * * *
    (e)(1) A foreign private issuer that has filed a Form 15F (Sec.
249.324 of this chapter) pursuant to Sec.  240.12h-6 shall receive the
exemption provided by paragraph (b) of this section for a class of
equity securities immediately upon the effectiveness of the termination
of registration of that class of securities under section 12(g) of the
Act (15 U.S.C. 78l(g)) or the termination of the duty to file reports
regarding that class of securities under section 15(d) of the Act (15
U.S.C. 78o(d)), or both.
    (2) Notwithstanding any provision of Sec.  240.12g3-2(b), in order
to satisfy the conditions of the Sec.  240.12g3-2(b) exemption received
under this paragraph, the issuer shall publish in English the
information required under paragraph (b)(1)(iii) of this section on its
Internet Web site or through an electronic information delivery system
generally available to the public in its primary trading market, rather
than furnish that information to the Commission.
    (3) The Sec.  240.12g3-2(b) exemption received under this paragraph
will remain in effect for as long as the foreign private issuer
satisfies the electronic publication condition of paragraph (e)(2) of
this section or until the issuer registers a class of securities under
section 12 of the Act or incurs reporting obligations under section
15(d) of the Act.
    (4) Notwithstanding the time period specified in Sec.  240.12g3-
2(d)(1), a foreign private issuer that filed a Form 15F solely with
respect to a class of debt securities under section 15(d) of the Act
(15 U.S.C. 78o(d)) may apply for the exemption provided by paragraph
(b) of this section for a class of equity securities at any time
following the effectiveness of its termination of reporting regarding
the class of debt securities.

    Note 1 to Paragraph (e): 1. In order to maintain the Sec.
240.12g3-2(b) exemption obtained under this paragraph, at a minimum,
a foreign private issuer shall electronically publish English
translations of the following documents required to be furnished
under paragraph (b)(1)(iii) of this section if in a foreign
language:
    a. Its annual report, including or accompanied by annual
financial statements;
    b. Interim reports that include financial statements;

    c. Press releases; and
    d. All other communications and documents distributed directly
to security holders of each class of securities to which the
exemption relates.

    Note 2 to Paragraph (e): As used in paragraph (e)(2) of this
section, primary trading market has the same meaning as under Sec.
240.12h-6(e).

    Note 3 to Paragraph (e): A foreign private issuer that filed a
Form 15F regarding a class of equity securities shall disclose in
the Form 15F the address of its Internet Web site or that of the
electronic information delivery system in its primary trading market
on which it will publish the information required under paragraph
(b)(1)(iii) of this section. An issuer need not update the Form 15F
to reflect a change in that address.

    Note 4 to Paragraph (e): A foreign private issuer that filed a
Form 15F solely with respect to a class of debt securities must
provide the Commission with the address of its Internet Web site or
that of the electronic information delivery system in its primary
trading market when it applies for the exemption under Sec.
240.12g3-2(b) regarding a class of equity securities.
    (f)(1) A foreign private issuer that, upon application to the
Commission and not after filing a Form 15F, has obtained or will
obtain the exemption under Sec.  240.12g3-2(b), may publish the
information required under paragraph (b)(1)(iii) of this section on
its Internet Web site or through an electronic information delivery
system generally available to the public in its primary trading
market, rather than furnish that information to the Commission, as
long as it complies with the English translation requirements
provided in paragraph (e) of this section.
    (2) Before a foreign private issuer may publish information
electronically pursuant to this paragraph, it must provide the
Commission with the address of its Internet Web site or that of the
electronic information delivery system in its primary trading market
in its application for the exemption under Sec.  240.12g3-2(b) or in
an amendment to that application.

    7. Amend Sec.  240.12g-4 by:
    a. Removing the authority citations following the section; and
    b. Revising paragraph (a) to read as follows:

Sec.  240.12g-4  Certifications of termination of registration under
section 12(g).

    (a) Termination of registration of a class of securities under
section 12(g) of the Act (15 U.S.C. 78l(g)) shall take effect 90 days,
or such shorter period as the Commission may determine, after the
issuer certifies to the Commission on Form 15 (17 CFR 249.323) that the
class of securities is held of record by:
    (1) Less than 300 persons; or
    (2) Less than 500 persons, where the total assets of the issuer
have not exceeded $10 million on the last day of each of the issuer's
most recent three fiscal years.
* * * * *
    8. Amend Sec.  240.12h-3 by:
    a. Removing the authority citations following the section;
    b. Adding the word ``and'' at the end of paragraph (b)(1)(ii);
    c. Removing paragraph (b)(2), including the undesignated paragraph;
    d. Redesignating paragraph (b)(3) as (b)(2);
    e. Revising the cite ``paragraphs (b)(1)(ii) and (2)(ii)'' to read
``paragraph (b)(1)(ii)'' in paragraph (c); and
    f. Revising the phrase ``criteria (i) and (ii) in either paragraph
(b)(1) or (2)'' to read ``either criteria (i) or (ii) of paragraph
(b)(1)'' in paragraph (d).

    9. Add Sec.  240.12h-6 to read as follows:

Sec.  240.12h-6  Certification by a foreign private issuer regarding
the termination of registration of a class of securities under section
12(g) or the duty to file reports under section 13(a) or section 15(d).

    (a) A foreign private issuer may terminate the registration of a
class of securities under section 12(g) of the Act (15 U.S.C. 78l(g))
or terminate the obligation under section 15(d) of the Act (15 U.S.C.
78o(d)) to file or furnish reports required by section 13(a) of the Act
(15 U.S.C. 78m(a)), or both, with respect to a class of equity
securities, after certifying to the Commission on Form 15F (17 CFR
249.324) that:
    (1) The foreign private issuer has had reporting obligations under
section 13(a) or section 15(d) of the Act for at least the 12 months
preceding the filing of the Form 15F, has filed or furnished all
reports required for this period, and has filed at least one annual
report pursuant to section 13(a) of the Act;
    (2) The foreign private issuer's securities have not been sold in
the United States in a registered offering under the Securities Act of
1933 (15 U.S.C. 77a et seq.) during the 12 months preceding the filing
of the Form 15F, other than securities issued:
    (i) To the issuer's employees;
    (ii) By selling security holders in non-underwritten offerings;
    (iii) Upon the exercise of outstanding rights granted by the issuer
if the rights are granted pro rata to all existing security holders of
the class of the issuer's securities to which the rights attach;
    (iv) Pursuant to a dividend or interest reinvestment plan; or
    (v) Upon the conversion of outstanding convertible securities or
upon the exercise of outstanding transferable warrants issued by the
issuer;

    Note to Paragraph (a)(2): The exceptions in paragraphs
(a)(2)(iii)-(v) do not apply to securities issued pursuant to a
standby underwritten offering or other similar arrangement in the
United States;

    (3) The foreign private issuer has maintained a listing of the
subject class of securities for at least the 12 months preceding the
filing of the Form 15F on an exchange in a foreign jurisdiction that,
either singly or together with the trading of the same class of the
issuer's securities in another foreign jurisdiction, constitutes the
primary trading market for those securities; and
    (4)(i) The average daily trading volume of the subject class of
securities in the United States during a recent 12-month period has
been no greater than 5 percent of the average daily trading volume of
that class of securities in the issuer's primary trading market during
the same period; or
    (ii) On a date within 120 days before the filing date of the Form
15F, a foreign private issuer's subject class of equity securities is
either held of record by:
    (A) Less than 300 persons on a worldwide basis; or
    (B) Less than 300 persons resident in the United States.

    Note 1 to Paragraph (a)(4): If an issuer has delisted a class of
equity securities from a national securities exchange or inter-
dealer quotation system in the United States, and at the time of
delisting, the average daily trading volume of that class of
securities in the United States exceeded 5 percent of the average
daily trading volume of that class of securities in the issuer's
primary trading market threshold for the preceding 12 months, the
issuer must wait at least 12 months before it may file a Form 15F to
terminate its section 13(a) or 15(d) reporting obligations in
reliance on paragraph (a)(4)(i).

    Note 2 to Paragraph (a)(4): An issuer that has terminated a
sponsored American Depositary Receipts facility must wait 12 months
before it may file a Form 15F to terminate its section 13(a) or
15(d) reporting obligations in reliance on paragraph (a)(4)(i).

    (b) A foreign private issuer may terminate its duty to file or
furnish reports pursuant to section 13(a) or section 15(d) of the Act
with respect to a class of debt securities after certifying to the
Commission on Form 15F that:
    (1) The foreign private issuer has filed or furnished all reports
required by section 13(a) or section 15(d) of the Act, including at
least one annual report pursuant to section 13(a) of the Act; and
    (2) On a date within 120 days before the filing date of the Form
15F, the class of debt securities is either held of record by:
    (i) Less than 300 persons on a worldwide basis; or
    (ii) Less than 300 persons resident in the United States.
    (c)(1) Following a merger, consolidation, exchange of securities,
acquisition of assets or otherwise, a foreign private issuer that has
succeeded to the reporting obligations under section 13(a) of the Act
of another issuer pursuant to Sec.  240.12g-3, or to the reporting
obligations of another issuer

under section 15(d) of the Act pursuant to Sec.  240.15d-5, may file a
Form 15F to terminate those reporting obligations if:
    (i) Regarding a class of equity securities, the successor issuer
meets the conditions under paragraphs (a)(1), (a)(3) and (a)(4) of this
section; or
    (ii) Regarding a class of debt securities, the successor issuer
meets the conditions under paragraph (b) of this section.
    (2) When determining whether it meets the prior reporting
requirement under paragraph (a)(1) or paragraph (b)(1) of this section,
a successor issuer may take into account the reporting history of the
issuer whose reporting obligations it has assumed pursuant to Sec.
240.12g-3 or Sec.  240.15d-5.
    (d) Counting method. When determining under this section the number
of United States residents holding a foreign private issuer's equity or
debt securities:
    (1)(i) Use the method for calculating record ownership Sec.
240.12g3-2(a), except that you may limit your inquiry regarding the
amount of securities represented by accounts of customers resident in
the United States to brokers, dealers, banks and other nominees located
in:
    (A) The United States;
    (B) The foreign private issuer's jurisdiction of incorporation,
legal organization or establishment; and
    (C) The foreign private issuer's primary trading market, if
different from the issuer's jurisdiction of incorporation, legal
organization or establishment.
    (ii) If you aggregate the trading volume of the issuer's securities
in two foreign jurisdictions for the purpose of complying with
paragraph (a)(3) of this section, you must include both of those
foreign jurisdictions when conducting your inquiry under paragraph
(d)(1)(i) of this section.
    (2) If, after reasonable inquiry, you are unable without
unreasonable effort to obtain information about the amount of
securities represented by accounts of customers resident in the United
States, for purposes of this section, you may assume that the customers
are the residents of the jurisdiction in which the nominee has its
principal place of business.
    (3) You must count securities as owned by United States holders
when publicly filed reports of beneficial ownership or information that
is otherwise provided to you indicates that the securities are held by
United States residents.
    (4) When calculating under this section the number of your United
States resident security holders, you may rely in good faith on the
assistance of an independent information services provider that in the
regular course of its business assists issuers in determining the
number of, and collecting other information concerning, their security
holders.
    (e) Definitions. For the purpose of this section:
    (1) Debt security means any security other than an equity security
as defined under Sec.  240.3a11-1, including non-participatory
preferred stock, which is defined as non-convertible capital stock, the
holders of which are entitled to a preference in payment of dividends
and in distribution of assets on liquidation, dissolution, or winding
up of the issuer, but are not entitled to participate in residual
earnings or assets of the issuer.
    (2) Employee has the same meaning as the definition of employee
provided in Form S-8 (Sec.  239.16b).
    (3) Equity security has the same meaning as under Sec.  240.3a11-1.
    (4) Foreign private issuer has the same meaning as under Sec.
240.3b-4.
    (5) Primary trading market means that:
    (i) At least 55 percent of the trading in a foreign private
issuer's class of securities that is the subject of Form 15F took place
in, on or through the facilities of a securities market in a single
foreign jurisdiction or in no more than two foreign jurisdictions
during a recent 12-month period; and
    (ii) If a foreign private issuer aggregates the trading of its
subject class of securities in two foreign jurisdictions for the
purpose of this section, the trading market for the issuer's securities
in at least one of the two foreign jurisdictions must be larger than
the United States trading market for the same class of the issuer's
securities.
    (6) Recent 12-month period means a 12-calendar-month period that
ended no more than 60 days before the filing date of the Form 15F.
    (f)(1) Suspension of a foreign private issuer's duty to file
reports under section 13(a) or section 15(d) of the Act shall occur
immediately upon filing the Form 15F with the Commission if filing
pursuant to paragraph (a), (b) or (c) of this section. If there are no
objections from the Commission, 90 days, or such shorter period as the
Commission may determine, after the issuer has filed its Form 15F, the
effectiveness of any of the following shall occur:
    (i) The termination of registration of a class of securities under
section 12(g); and
    (ii) The termination of a foreign private issuer's duty to file
reports under section 13(a) or section 15(d) of the Act.
    (2) If the Form 15F is subsequently withdrawn or denied, the issuer
shall, within 60 days after the date of the withdrawal or denial, file
with or submit to the Commission all reports that would have been
required had the issuer not filed the Form 15F.
    (g) As a condition to termination of reporting under paragraph (a),
(b) or (c) of this section, a foreign private issuer must, either
before or on the date that it files its Form 15F, publish a notice in
the United States that discloses its intent to terminate its reporting
obligations under section 13(a) or section 15(d) of the Act or both.
The issuer must publish the notice through a means reasonably designed
to provide broad dissemination of the information to the public in the
United States. The issuer must also submit a copy of the notice to the
Commission, either under cover of a Form 6-K (17 CFR 249.306) before or
at the time of filing of the Form 15F, or as an exhibit to the Form
15F.
    (h)(1) A foreign private issuer that, before the effective date of
this section, terminated the registration of a class of securities
under section 12(g) of the Act or suspended its reporting obligations
regarding a class of equity or debt securities under section 15(d) of
the Act may file a Form 15F in order to:
    (i) Terminate under this section the registration of a class of
equity securities that was the subject of a Form 15 (Sec.  249.323 of
this chapter) filed by the issuer pursuant to Sec.  240.12g-4; or
    (ii) Terminate its reporting obligations under section 15(d) of the
Act, which had been suspended by the terms of that section or by the
issuer's filing of a Form 15 pursuant to Sec.  240.12h-3, regarding a
class of equity or debt securities.
    (2) In order to be eligible to file a Form 15F under this
paragraph:
    (i) An issuer must currently not be required to register a class of
securities under section 12(g) of the Act or be required to file
reports under section 15(d) of the Act; and
    (ii) If a foreign private issuer terminated the registration of a
class of securities pursuant to Sec.  240.12g-4 or suspended its
reporting obligations pursuant to Sec.  240.12h-3 or section 15(d) of
the Act regarding a class of equity securities, for at least the 12
months before the filing of its Form 15F, the issuer must have
maintained a listing of the subject class of equity securities on an
exchange in a foreign jurisdiction that, either singly or together with
one other foreign jurisdiction, constitutes the primary trading market
for the issuer's class of equity securities.

    (3)(i) If the Commission does not object, 90 days after the filing
of a Form 15F under this paragraph, or such shorter period as the
Commission may determine, the effectiveness of any of the following
shall occur:
    (A) The termination under this section of the registration of a
class of equity securities, which was the subject of a Form 15 filed
pursuant to Sec.  240.12g-4, and the duty to file reports required by
section 13(a) of the Act regarding that class of securities; or
    (B) The termination of a foreign private issuer's reporting
obligations under section 15(d) of the Act, which had previously been
suspended by the terms of that section or by the issuer's filing of a
Form 15 pursuant to Sec.  240.12h-3, regarding a class of equity or
debt securities.
    (ii) If the Form 15F is subsequently withdrawn or denied, the
foreign private issuer shall, within 60 days after the date of the
withdrawal or denial, file with or submit to the Commission all reports
that would have been required had the issuer not filed the Form 15F.

PART 249--FORMS, SECURITIES EXCHANGE ACT OF 1934

    10. 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.
* * * * *
    11. Add Sec.  249.324 to read as follows:

Sec.  249.324  Form 15F, certification by a foreign private issuer
regarding the termination of registration of a class of securities
under section 12(g) or the duty to file reports under section 13(a) or
section 15(d).

    This form shall be filed by a foreign private issuer to disclose
and certify the information on the basis of which it meets the
requirements specified in Rule 12h-6 (Sec.  240.12h-6 of this chapter)
to terminate the registration of a class of securities under section
12(g) of the Act (15 U.S.C. 78l(g)) or the duty to file reports under
section 13(a) of the Act (15 U.S.C. 78m(a)) or section 15(d) of the Act
(15 U.S.C. 78(o)(d)). In each instance, unless the Commission objects,
termination occurs 90 days, or such shorter time as the Commission may
direct, after the filing of Form 15F.

    12. Add Form 15F (referenced in Sec.  249.324) to read as follows:
    (Note: The text of Form 15F will not appear in the Code of
Federal Regulations.)
OMB APPROVAL
    OMB Number: 3235-0621.
    Expires:
    Estimated average burden hours per response: 30.0.

United States Securities and Exchange Commission, Washington, DC 20549

Form 15F--Certification of a Foreign Private Issuer's Termination of
Registration of a Class of Securities Under Section 12(g) of the
Securities Exchange Act of 1934 or Its Termination of the Duty to File
Reports Under Section 13(a) or Section 15(d) of the Securities Exchange
Act of 1934

     Commission File Number----------
[fxsp0]----------------------------------------------------------------
(Exact name of registrant as specified in its charter)
[fxsp0]----------------------------------------------------------------
(Address, including zip code, and telephone number, including area
code, of registrant's principal executive offices)
[fxsp0]----------------------------------------------------------------
(Title of each class of securities covered by this Form)

Place an X in the appropriate box(es) to indicate the provision(s)
relied upon to terminate the duty to file reports under the
Securities Exchange Act of 1934:

Rule 12h-6(a)            [ballot]    Rule 12h-6(c)            [ballot]
Rule 12h-6(b)            [ballot]    Rule 12h-6(h)            [ballot]

General Instructions

A. Who May Use Form 15F and When

    1. A foreign private issuer may file Form 15F, pursuant to Rule
12h-6(a) (17 CFR 240.12h-6(a)) under the Securities Exchange Act of
1934 (``Exchange Act''), when seeking to terminate:
     The registration of a class of securities under section
12(g) of the Exchange Act and the corresponding duty to file or
furnish reports required by section 13(a) of the Exchange Act; or
     The obligation under section 15(d) of the Exchange Act
to file or furnish reports required by section 13(a) of the Act
regarding a class of equity securities; or
     Both.
    2. A foreign private issuer may file Form 15F, pursuant to Rule
12h-6(b) (17 CFR 240.12h-6(b)), when seeking to terminate its
reporting obligations under section 13(a) or section 15(d) of the
Exchange Act regarding a class of debt securities.
    3. A foreign private issuer may file Form 15F, pursuant to Rule
12h-6(c) (17 CFR 240.12h-6(c)), when seeking to terminate reporting
obligations under section 13(a) or section 15(d) of the Exchange Act
to which it has succeeded pursuant to Rule 12g-3 (17 CFR 240.12g-3)
or Rule 15d-5 (17 CFR 240.15d-5).
    4. A foreign private issuer may file Form 15F, pursuant to Rule
12h-6(h) (17 CFR 240.12h-6(h)), if, before the effective date of
Rule 12h-6, it terminated the registration of a class of securities
under section 12(g) of the Act, or suspended its reporting
obligations regarding a class of equity or debt securities under
section 15(d) of the Act, in order to:
     Terminate under Rule 12h-6 the registration of a class
of equity securities that was the subject of a Form 15 (Sec.
249.323 of this chapter) filed by the issuer pursuant to Sec.
240.12g-4; or
     Terminate its reporting obligations under section 15(d)
of the Act, which had been suspended by the terms of that section or
by the issuer's filing of a Form 15 pursuant to Sec.  240.12h-3,
regarding a class of equity or debt securities.

 B. Certification Effected by Filing Form 15F

    By completing and signing this Form, the issuer certifies that:
     It meets all of the conditions for termination of
Exchange Act reporting specified in Rule 12h-6 (17 CFR 240.12h-6);
and
     There are no classes of securities other than those
that are the subject of this Form 15F regarding which the issuer has
Exchange Act reporting obligations.

C. Effective Date

    For an issuer filing Form 15F under Rule 12h-6(a), (b) or (c),
the duty to file any reports required under section 13(a) of the
Exchange Act will be suspended immediately upon filing the Form 15F.
If there are no objections from the Commission, 90 days, or within a
shorter period as the Commission may determine, after the issuer has
filed its Form 15F, there shall take effect:
     The termination of registration of a class of
securities under section 12(g) of the Act;
     The termination of the issuer's duty to file or submit
reports under section 13(a) or section 15(d) of the Act; or
     Both.
    For an issuer that has already terminated its registration of a
class of equity securities pursuant to Rule 12g-4 or suspended its
reporting obligations under section 15(d) or Rule 12h-3, the
effectiveness of its termination of section 12(g) registration under
Rule 12h-6 and the corresponding duty to file reports required by
section 13(a) of the Act, or the termination of its previously
suspended reporting obligations under section 15(d) of the Act,
shall also occur 90 days after the issuer has filed its Form 15F
under Rule 12h-6(h), or within a shorter period as the Commission
may determine, if there are no objections from the Commission.
    Regardless of the particular Rule 12h-6 provision under which it
is filing the Form 15F, an issuer that seeks an effective date
sooner than 90 days after the filing of its Form 15F must submit its
request to the Commission in writing.

D. Other Filing Requirements

    You must file Form 15F and related materials, including
correspondence, in electronic format via our Electronic Data
Gathering, Analysis, and Retrieval (EDGAR) system in accordance with
the EDGAR rules set forth in Regulation S-T (17 CFR Part 232). The
Form 15F and related materials must be in the English language as
required by Regulation S-T Rule 306 (17 CFR 232.306). You must
provide the signature required for Form 15F in accordance with
Regulation S-T Rule 302 (17 CFR 232.302). If you have technical
questions about EDGAR, call the EDGAR Filer Support Office at (202)
551-8900. If you have questions about the EDGAR

rules, call the Office of EDGAR and Information Analysis at (202)
551-3610.
    If the Form 15F is subsequently withdrawn or denied, you must,
within 60 days after the date of the withdrawal or denial, file with
or submit to the Commission all reports that would have been
required had you not filed the Form 15F. See Rule 12h-6(f)(2) (17
CFR 240.12h-6(f)(2)) and Rule 12h-6(h)(3)(ii) (17 CFR 240.12h-
6(h)(3)(ii)).

E. Rule 12g3-2(b) Exemption

    Regardless of the particular Rule 12h-6 provision under which it
is proceeding, a foreign private issuer that has filed a Form 15F
regarding a class of equity securities shall receive the exemption
under Rule 12g3-2(b) (17 CFR 240.12g3-2(b)) for the subject class of
equity securities immediately upon the effective date of its
termination of registration and reporting under Rule 12h-6. Refer to
Rule 12g3-2(e) or (f) (17 CFR 240.12g3-2(e) or (f)) for the
conditions that a foreign private issuer must meet in order to
maintain the Rule 12g3-2(b) exemption following its termination of
Exchange Act registration and reporting.

Part I

    The purpose of this part is to assist the Commission in
assessing whether you meet the requirements for terminating your
Exchange Act reporting under Rule 12h-6. If, pursuant to Rule 12h-6,
there is an item that does not apply to you, mark that item as
inapplicable.

Item 1. Exchange Act Reporting History

    A. State when you first incurred the duty to file reports under
section 13(a) or section 15(d) of the Exchange Act.
    B. State whether you have filed or submitted all reports
required under Exchange Act section 13(a) or section 15(d) and
corresponding Commission rules for the 12 months preceding the
filing of this form, and whether you have filed at least one annual
report under section 13(a).

Instruction to Item 1

    If you are a successor issuer that has filed this Form 15F
pursuant to Rule 12h-6(c), and are relying on the reporting history
of the issuer to which you have succeeded under Rule 12g-3 (17 CFR
12g-3) or Rule 15d-5 (17 CFR 240.15d-5), identify that issuer and
provide the information required by this section for that issuer.

 Item 2. Recent United States Market Activity

    State when your securities were last sold in the United States
in a registered offering under the Securities Act of 1933 (15 U.S.C.
77a et seq.) (``Securities Act'').

Instructions to Item 2

    1. Do not include registered offerings involving the issuance of
securities:
    a. To your employees, as that term is defined in Form S-8 (17
CFR 239.16b);
    b. By selling security holders in non-underwritten offerings;
    c. Upon the exercise of outstanding rights granted by the issuer
if the rights are granted pro rata to all existing security holders
of the class of the issuer's securities to which the rights attach;
    d. Pursuant to a dividend or interest reinvestment plan; or
    e. Upon the conversion of outstanding convertible securities or
upon the exercise of outstanding transferable warrants issued by the
issuer.

However, you must include registered offerings described in
paragraphs (c) through (e) of this instruction if undertaken
pursuant to a standby underwritten offering or other similar
arrangement in the United States.
    2. If you have registered equity securities on a shelf or other
Securities Act registration statement under which securities remain
unsold, disclose the last sale of securities under that registration
statement. If no sale has occurred during the preceding 12 months,
disclose whether you have filed a post-effective amendment to
terminate the registration of unsold securities under that
registration statement.

Item 3. Primary Trading Market

    A. Identify the exchange outside the United States, and the
foreign jurisdiction in which that exchange is located, on which you
have maintained a listing of the class of securities that is the
subject of this Form.
    B. Provide the date of initial listing on that foreign exchange.
In addition, disclose whether you have maintained a listing of the
subject class of securities on that foreign exchange for at least
the 12 months preceding the filing of this Form.
    C. Disclose the percentage of trading in the subject class of
securities that occurred in the jurisdiction of your foreign listing
as of a recent 12-month period.

Instruction to Item 3

    When responding to this item, refer to the definition of
``primary trading market'' in Rule 12h-6(e) (17 CFR 240.12h-6(e)).
In accordance with that definition, if your primary trading market
consists of two foreign jurisdictions, provide the information
required by this section for each foreign jurisdiction. In addition,
disclose whether the trading market for your securities in at least
one of those two foreign jurisdictions is larger than the trading
market for your securities in the United States as of the same
recent 12-month period. Disclose the first and last days of that
recent 12-month period.

Item 4. Comparative Trading Volume Data

    If relying on Rule 12h-6(a)(4)(i) (17 CFR 240.12h-6(a)(4)(i)),
provide the following information:
    A. Identify the first and last days of the recent 12-month
period used to meet the requirements of that rule provision.
    B. For the same recent 12-month period, disclose the average
daily trading volume of the class of securities that is the subject
of this Form both in the United States and in your primary trading
market.
    C. For the recent 12-month period, disclose the average daily
trading volume of the subject class of securities in the United
States as a percentage of the average daily trading volume for that
class of securities in your primary trading market.
    D. Disclose whether you have delisted the subject class of
securities from a national securities exchange or inter-dealer
quotation system in the United States. If so, provide the date of
delisting, and, as of that date, disclose the average daily trading
volume of the subject class of securities in the United States as a
percentage of the average daily trading volume for that class of
securities in your primary trading market for the preceding 12-month
period.
    E. Disclose whether you have terminated a sponsored American
depositary receipt (ADR) facility regarding the class of subject
securities. If so, provide the date of the ADR facility termination.

Instructions to Item 4

    1. ``Recent 12-month period'' means a 12-calendar-month period
that ended no more than 60 days before the filing date of this form,
as defined under Rule 12h-6(e). You may disclose the comparative
trading volume data in response to this item in tabular format and
attached as an exhibit to this Form.
    2. An issuer is ineligible to rely on paragraph (a)(4)(i) of
Rule 12h-6 if, as of the date of delisting, the average daily
trading volume of the subject class of securities in the United
States exceeded 5 percent of the average daily trading volume of
that class of securities in the issuer's primary trading market, as
measured over the preceding 12 months, and 12 months has not elapsed
from the date of delisting.
    3. An issuer is ineligible to rely on paragraph (a)(4)(i) of
Rule 12h-6 if it has terminated a sponsored ADR facility and 12
months has not elapsed from the date of termination.

Item 5. Alternative Record Holder Information

    If relying on Rule 12h-6(a)(4)(ii) (17 CFR 240.12h-6(a)(4)(ii)):
    Disclose the number of record holders of the subject class of
equity securities on a worldwide basis or who are United States
residents at a date within 120 days before filing this Form.
Disclose the date used for the purpose of Item 5.

Item 6. Debt Securities

    If relying on Rule 12h-6(b) (17 CFR 240.12h-6(b)):
    Disclose the number of record holders of your debt securities
either on a worldwide basis or who are United States residents at a
date within 120 days before the date of filing of this Form.
Disclose the date used for the purpose of Item 6.

Instructions to Items 5 and 6

    1. When determining the number of record holders of your equity
or debt securities who are United States residents, refer to Rule
12h-6(d) (17 CFR 240.12h-6(d)) for the appropriate counting method.
    2. If you have relied upon the assistance of an independent
information services provider to determine the number of your United
States equity or debt securities holders, identify this party in
your response.

 Item 7. Notice Requirement

    If filing Form 15F pursuant to Rule 12h-6(a), (b) or (c):
    A. Disclose the date of publication of the notice, required by
Rule 12h-6(g) (17 CFR 240.12h-6(g)), disclosing your intent to
terminate your duty to file reports under