Simplification of Registration and Reporting Requirements for Foreign Companies; Safe Harbors for Public Announcements of Unregistered Offerings and Broker-Dealer Research Reports

SECURITIES AND EXCHANGE COMMISSION

17 CFR Parts 229, 230, 239 and 249

[Release Nos. 33-7053; 34-33918, International Series Release No 653,

File No. S7-30-93]

RIN 3235-AF83

Simplification of Registration and Reporting Requirements for

Foreign Companies; Safe Harbors for Public Announcements of

Unregistered Offerings and Broker-Dealer Research Reports

AGENCY: Securities and Exchange Commission.

ACTION: Final rule.

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SUMMARY: The Commission is announcing the adoption of a rule and

amendments to rules and forms to streamline registration and reporting

requirements for foreign companies by expanding the universe of foreign

issuers eligible to use short-form and shelf registration under the

Securities Act of 1933 (the ``Securities Act''); streamlining financial

statement reconciliation and financial schedule requirements; and

expanding safe harbor protection for analyst reports with respect to

sizeable foreign companies publicly traded offshore. In addition, the

Commission is providing a new safe harbor for certain company

announcements regarding exempt offerings or unregistered offshore

offerings.

EFFECTIVE DATE: April 26, 1994.

FOR FURTHER INFORMATION CONTACT: Sandra Folsom Kinsey or Annemarie

Tierney, (202) 272-3246, Office of International Corporate Finance,

Division of Corporation Finance, or, with respect to accounting

matters, Wayne E. Carnall, (202) 272-2553, Office of the Chief

Accountant, Division of Corporation Finance, U.S. Securities and

Exchange Commission, Washington, DC 20549.

SUPPLEMENTARY INFORMATION: The Commission is adopting amendments to the

following rules and forms under the Securities Act of 1933:1 Form

F-1,2 Form F-2,3 Form F-3,4 Form F-4,5 Rule

135,6 Rule 139,7 Rule 457,8 Rule 462,9 Rule

475a,10 Rule 477,11 Rule 902 of Regulation S,12 Rule

502(c) of Regulation D13 and Item 512 of Regulation S-K.14 In

addition, the Commission is adopting new Rule 135c15 under the

Securities Act and amendments to Form 20-F16 under the Securities

Exchange Act of 1934 (the ``Exchange Act'').17

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\1\15 U.S.C. 77a et seq.

\2\17 CFR 239.31.

\3\17 CFR 239.32.

\4\17 CFR 239.33.

\5\17 CFR 239.34.

\6\17 CFR 230.135.

\7\17 CFR 230.139.

\8\17 CFR 230.457.

\9\17 CFR 230.462.

\1\017 CFR 230.475a.

\1\117 CFR 230.477.

\1\217 CFR 230.902.

\1\317 CFR 230.502(c).

\1\417 CFR 229.512.

\1\5See 17 CFR 230.135c, being adopted today.

\1\617 CFR 249.220f.

\1\715 U.S.C. 78a et seq.

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I. Introduction

The Commission today is adopting a number of initiatives designed

to streamline the registration and reporting process for foreign

companies accessing the U.S. public securities markets. In companion

releases, the Commission is proposing additional initiatives to further

this goal.18 The rule and amendments adopted today were proposed

by the Commission on November 3, 1993.19 In most respects, the

rule and amendments are being adopted substantially as proposed.

\1\8See Securities Act Release Nos. 7054, 7055 and 7056 (April

19, 1994).

\1\9Securities Act Release No. 7029 (Nov. 3, 1993) [58 FR 60307]

(the ``Proposing Release'').

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Most of the comment letters received regarding the proposals were

generally supportive of the Commission's efforts to reduce the

registration and reporting burdens on foreign companies.20 A

number of commenters suggested modifications to the proposals, a number

of which have been incorporated into the provisions being adopted.

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\2\0Thirty-one comment letters on the proposal were received.

Those letters and a summary of the comments are available for public

inspection and copying in File No. S7-30-93 at the Commission's

Public Reference Room in Washington, DC.

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These provisions are part of the ongoing efforts of the Commission

to ease the transition of foreign companies into the U.S. disclosure

system, enhance the efficiencies of the registration and reporting

processes and lower costs of compliance, where consistent with investor

protection.

The new provisions further streamline the foreign issuer integrated

disclosure system. This system already provides a number of

accommodations to foreign practices and policies. These accommodations

include:

Interim reporting on the basis of home country regulatory

and stock exchange practices; quarterly reports are not required from

foreign issuers;

Exemption from the proxy rules and Section 16 insider

stock reports and short-swing profit recovery;

Executive compensation disclosure requirements that allow

disclosure of compensation for executives on an aggregate basis, if so

reported in the issuer's home country; and

Offering document financial statements that are required

to be updated principally on a semi-annual, rather than quarterly,

basis.

Additionally, to facilitate cross border offerings and stock market

listings, the Commission staff has implemented procedures to review

foreign issuers' disclosure documents in draft form on a non-public

basis, if requested by the issuer. Recognizing the particular

difficulties of co-ordinating time schedules for cross border

offerings, the review process has been tailored to accommodate the

special scheduling demands for such offerings. As reflected in the

companion releases, the Commission's efforts to address the special

needs of foreign companies entering the U.S. public markets are ongoing

and will continue, as consistent with investor protection.

II. Expanded Availability of Short-Form and Shelf Registration

The Commission is adopting revisions to its registration forms to

extend to foreign issuers the benefits of short-form and shelf

registration to the same extent available to domestic companies.

A. Short-Form Registration Statements

Under the amendments adopted today, the public float threshold for

use of Form F-3 and full shelf registration is reduced from $300

million to $75 million and the reporting history requirement is reduced

from 36 months to 12 months.21 These are the same as the

eligibility criteria applicable to domestic companies using Form S-3.

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\2\1The amendments adopted today also reduce the public float

test specified in form F-2 to $75 million, as proposed.

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As proposed, Form F-3 would not have required that an annual or

interim report have been filed or submitted to the Commission prior to

first use of the Form. Despite the proposal's requirement that a

foreign issuer have been subject to the Exchange Act reporting

requirements for 12 months to be eligible to use Form F-3, it would

have been possible for an eligible issuer to have filed no reports

during that period.22 As explained in the Proposing Release,

foreign issuers, unlike domestic companies, are required to submit to

the Commission under Form 6-K only those interim reports and other

materials that the issuer prepares in accordance with home country or

home market requirements or delivers to its securityholders. Moreover,

unlike domestic companies using Form S-3, foreign companies registering

on Form F-3 are not required to incorporate by reference all their

reports on Form 6-K, but may chose which reports are incorporated. In

light of these differences, as suggested by several commenters, the

revisions to Form F-3 as adopted require that the company have filed at

least one annual report prior to first use of the Form in order to

ensure that information regarding the issuer is available to the

market.23

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\2\2Domestic issuers are permitted to use Form S-3 after being

subject to reporting requirements for 12 months, regardless of

whether they have filed an annual report. Unlike foreign issuers,

however, domestic issuers are required to file quarterly reports and

such reports would be incorporated by reference into the Form S-3

registration statement.

\2\3This requirement has been added to the issuer eligibility

criteria because of its applicability to all offerings registered on

Form F-3.

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B. Shelf Registration

The expanded eligibility for short-form registration on Form F-3 in

turn will allow more foreign companies the full benefits of shelf

registration.24 Issuers eligible to register securities for

primary offerings using short-form registration are able to offer those

securities on a delayed or continuous basis under the Commission shelf

registration procedures.25 Through expanded Form F-3 eligibility,

foreign issuers will be allowed the same financing flexibility and

efficiency that domestic issuers have through Form S-3

eligibility.26 In addition, as proposed, the unallocated shelf

registration process is being extended to foreign companies on the same

basis as for domestic companies.27 The unallocated shelf process

will permit foreign private issuers registering on Form F-3 to use one

registration statement to register debt, equity and other securities,

without specifying the amount of each class of securities to be

offered.28

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\2\4See revisions to Item 512(a)(1) of Regulation S-K

(Sec. 229.512(a)(1)) that codify prior staff interpretations

allowing foreign issuers to incorporate Exchange Act reports in

order to update shelf registration statements to the same extent as

domestic issuers. See also revisions to Item 512(a)(4) that allow

Form F-3 issuers to incorporate Exchange Act reports in order to

update financial statements and other information for shelf

offerings in accordance with Rule 3-19 of Regulation S-X

(Sec. 210.3-19) and Section 10(a)(3) of the Securities Act (15

U.S.C. 77j(a)(3)).

\2\5Rule 415(a)(1)(x), 17 CFR 230.415(a)(1)(x).

\2\6Under a staff interpretation, foreign private issuers of

asset-backed securities are eligible to use shelf registration

regardless of whether such securities are registered on Form F-1,

Form F-2 or Form F-3 or the issuer files on registration forms for

domestic issuers. The registration statement would include

disclosure appropriate for asset-backed securities, regardless of

the form used.

\2\7A foreign issuer wishing to convert an existing effective

shelf registration statement to an unallocated shelf registration

statement should use the same procedures set forth in a staff

interpretive letter for domestic issuers. See, Transitional

Procedures for Converting to an Unallocated Shelf Registration (Nov.

19, 1992).

\2\8See General Instruction II.C. to Form F-3, General

Instruction H. to Form F-4 and revisions to Rule 457 under the

Securities Act. Of course, the issuer must be eligible to use Form

F-3 for each type of securities it registers.

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C. Investment Grade Non-Convertible Securities

Form F-3 is amended as proposed to permit foreign issuers to use

short-form registration for all investment grade non-convertible

securities,29 without regard to the size of issuers' public

float.30 These provisions parallel those applied to domestic

companies. The amendments to Forms F-2 and F-3 also clarify that the

investment grade rating must exist at the time of sale to the public,

rather than at the time of effectiveness.

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\2\9To qualify as investment grade, a security must be so rated

by a nationally recognized statistical rating organization, as that

term is used in Rule 15c3-1(c)(2)(vi)(F) under the Exchange Act

(Sec. 240.15c3-1(c)(2)(vi)(F)).

\3\0Corresponding changes are being made to the provisions of

Form F-2 that previously allowed for registration of non-convertible

investment grade debt securities (but not preferred securities)

without regard to public float or reporting history. See General

Instruction I.B.2. to Form F-2.

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The amendments also expand the availability of short-form

registration to all investment grade securities of majority-owned

subsidiaries of foreign companies, which mirrors the treatment of

domestic companies, as proposed.

D. Secondary Offerings, Rights Offers, Dividend or Interest

Reinvestment Plans, Convertible Securities and Warrants

Previously, a public float test applied to all users of Form F-3.

In the amendments adopted today, the Commission, as proposed, is

eliminating the public float requirements for short-form registration

in connection with secondary offerings and certain rights offers,

dividend or interest reinvestment plans, conversion of convertible

securities and exercise of warrants,\31\ to parallel the requirements

for domestic issuers.

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\31\See General Instructions I.B.3. and I.B.4 to Form F-3. In

addition, the revisions being made today provide immediate

effectiveness of registration statements relating to dividend or

interest reinvestment plans. See revisions to General Instruction

III. to Form F-3 and Rule 462 under the Securities Act

(Sec. 230.462). Conforming revisions to Rules 475a and 477 under the

Securities Act (Secs. 230.475a and 230.477) also are being made. See

also Rule 405 under the Securities Act (Sec. 230.405) which defines

``dividend or interest reinvestment plan.''

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For domestic issuers that do not have $75 million in public float,

use of Form S-3 for rights offers, dividend or interest reinvestment

plans, conversion of convertible securities and exercise of warrants is

conditioned on delivery of information to subject security holders in

the 12 months prior to registration.\32\ The required information is

contained in the issuer's proxy statement and annual report to

securityholders prepared pursuant to the Commission's proxy rules.\33\

Foreign private issuers are exempt from the proxy rules and thus would

not have had reason to deliver such information to their

securityholders.

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\32\See General Instruction I.B.4. of Form S-3.

\33\See Rule 14a-3(b) under the Exchange Act (Sec. 240.14a-

3(b)).

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Comment was requested concerning whether an information delivery

condition should be applied to all or certain foreign issuers. Several

commenters suggested that a foreign issuer with a public float below

$75 million should be required to deliver information similar to that

required of domestic issuers. In view of the requirement being adopted

today that an issuer filing a registration statement on Form F-3 have

filed at least one annual report under the Exchange Act and given

foreign issuers' historic exemption from the proxy rules, including the

annual report delivery requirement, the revisions to Form F-3 do not

impose an information delivery requirement. Form F-3 requires an issuer

to provide copies of its Form 20-F annual report to offerees upon

request.\34\ Thus, annual information will be available to investors.

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\34\See General Instruction II.B. to Form F-3 and Item 502(c) of

Regulation S-K (Sec. 229.502(c)).

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III. Streamlining Reconciliation Requirements

A. Acceptance of Cash Flow Statements Prepared in Accordance With

International Accounting Standards

The Commission is adopting as proposed, with certain

clarifications, amendments to accept without reconciliation a cash flow

statement prepared in accordance with International Accounting

Standards No. 7, ``Cash Flow Statements,'' as amended (``IAS 7'').

The commenters specifically addressing this issue supported the

proposal. Most of the commenters did not believe that the Financial

Accounting Standards Board (``FASB'') should devote the resources to

amend Statement of Financial Accounting Standards No. 95 (``SFAS 95''),

and the Commission agrees. One commenter recommended that the final

rules provide guidance on the transition from a statement prepared in

or reconciled to U.S. GAAP to one prepared in accordance with IAS 7. In

response to this comment, the General Instructions to Form 20-F provide

that the presentation of cash flow information should be consistent for

all periods presented in the filing.

B. Transitional Reconciliation Requirements

The Commission is adopting, as proposed, amendments to Form 20-F

that would permit first-time registrants with the Commission to

reconcile the required financial statements\35\ and selected financial

data for only the two most recently completed fiscal years and any

required interim periods.\36\

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\35\Where financial statements of an acquired business or

significant investee must also be furnished, the amendments

eliminate the requirement to reconcile the earliest of the three

years if that information was not previously included in a filing

with the Commission.

\36\Reconciliation of interim information is not required for

periodic reporting purposes under the Exchange Act.

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In each subsequent year an additional year of reconciliation would

be required. Thus, for example, a foreign company with a calendar

fiscal year-end entering the U.S. market in November 1994 would be

required to provide reconciled information with respect to 1993 and

1992 and interim periods. In the annual report it files for 1994 and

any registration statement filed thereafter (until the filing of the

1995 annual report), the reconciled data would be provided for three

years, i.e., 1992, 1993 and 1994, and interim periods if applicable.

The amendments do not change the requirements with respect to the

primary financial statements to be included in the filings, i.e.,

audited balance sheets for the two most recently completed fiscal years

and audited income and cash flow statements for the three most recently

completed fiscal years,\37\ and separate financial statements of

significant acquirees or significant investees. Likewise, the

requirement to include selected financial data for the five most recent

fiscal years remains unchanged.

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\37\If the financial statements are prepared in accordance with

U.S. GAAP, the audited income statement and statement of cash flows

would only be required for two years. Selected financial data for

the full five fiscal years would still be required, using the

accounting principles used for reporting to its shareholders.

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A majority of commenters supported the proposed transitional rules

for reconciliation. There were some, on the other hand, that opposed

the change and several others that questioned whether the cost savings

from eliminating the reconciliation of the earliest year of the audited

income and cash flow statements would be significant enough to justify

the accommodation.

Based on its review of the comments, as well as its prior

discussions with foreign issuers that have entered or considered

entering the U.S. public securities markets, the Commission believes

the amendments will facilitate foreign companies' entry into the U.S.

public securities market consistent with investor protection.

Therefore, the amendments are adopted as proposed. In response to

comments, Form 20-F will be clarified to indicate that the transitional

reconciliation relief also applies to financial disclosures required by

U.S. GAAP and Regulation S-X.

The Commission also is adopting, as proposed, amendments to allow

the simpler reconciliation pursuant to Item 17 of Form 20-F for all

offerings of non-convertible investment grade securities (whether debt,

preferred stock or other securities) regardless of the registration

form used by the foreign private issuer.\38\

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\38\See General Instruction I.B.2. to Form F-3, General

Instruction I.D. to Form F-2, Item 11(c) of Form F-1 and Instruction

2 thereto, Instructions to Item 11(a) of Form F-4, Item 12(b)(2) and

12(b)(3)(vii) of Form F-4, Instructions to Item 13(a) of Form F-4

and Item 14(h) of Form F-4.

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C. Reconciliation of Financial Statements of Significant Acquirees and

Significant Equity Investees

The Commission is adopting, substantially as proposed, amendments

that forego requiring a quantified reconciliation of separate financial

statements of certain acquired businesses and of certain less-than-

majority-owned investees (``equity investees'') based on higher

thresholds of significance. A description of differences in accounting

methods would continue to be required. Financial statements of

acquirees would not have to be reconciled unless the acquiree exceeds

the 30% significance level based on the registrant's investment, assets

and pre-tax income.\39\ Similarly, financial statements of significant

equity investees would not have to be reconciled unless the investee

exceeds the 30% significance level, but using only the investment and

pre-tax income tests for significance.\40\

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\39\Reconciliation to U.S. GAAP would continue to be required

for pro forma financial information depicting the effects of a

registrant's acquisition of a business.

\40\See Rule 1-02(v) of Regulation S-X (17 CFR Sec. 210.1-

02(v)). The reconciliation of the registrant's primary financial

statements to U.S. GAAP will continue to encompass reconciliation of

the registrant's investment in the investee. In circumstances where

a registrant furnishes separate financial statements of an equity

investee pursuant to Rule 3-09 of Regulation S-X, the staff has not

required the registrant to also furnish summarized financial data of

the investee pursuant to Rule 4-08(g) of Regulation S-X (Staff

Accounting Bulletin Topic 6:K). However, a registrant that furnishes

separate financial statements of an investee that are not prepared

using the same accounting standards as the registrant should furnish

the summarized financial data pursuant to Rule 4-08(g) on the same

basis as the registrant.

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Frequently, the information required by Item 18 of Form 20-F

regarding U.S. GAAP and Regulation S-X is more difficult to obtain for

financial statements of acquirees and investees than for the issuer,

but it is typically less critical to an understanding of the issuer's

financial condition.\41\ As suggested by several commenters, compliance

with Item 17 of Form 20-F will be acceptable for financial statements

of all significant acquirees and investees.\42\

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\41\Instruction 11 of Item 9 (management's discussion and

analysis) to Form 20-F requires ``a discussion of any aspect of the

differences between foreign and United States generally accepted

accounting principles, not discussed in the reconciliation, that the

registrant believes is necessary for an understanding of the

financial statements as a whole.'' These matters may relate to items

that would be disclosed if the financial statements were prepared

under Item 18 of Form 20-F. (See Staff Accounting Bulletin Topic

1:D). The registrant should consider discussing the separate

financial statements of acquirees and investees in management's

discussion and analysis.

\42\In response to several commenters, the Commission today is

proposing in a separate release amendments to rules and forms that

would apply similar provisions to domestic issuers. See Securities

Act Release No. 7055 (April 19, 1994).

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D. Accommodation With Respect to Pro Rata Consolidation

Generally accepted accounting principles in some countries allow

pro rata consolidation for certain joint ventures that would be

accounted for under the equity method pursuant to U.S. GAAP. Net income

and shareholders' equity are not affected by an issuer's use of pro

rata consolidation rather than the equity method. There may, however,

be significant differences in line item amounts reported in the balance

sheet and statements of income and cash flows as a result of the method

chosen.

The Commission is adopting, with certain modifications from the

proposal, amendments to the forms to streamline the reconciliation of

these differences with respect to foreign private issuers that account

for an investment in a joint venture using pro rata consolidation. The

amendments would require an issuer to provide summarized financial

information of the current assets/liabilities, noncurrent assets/

liabilities, net sales, gross profit and net income relating to its pro

rata interest in the joint venture.\43\ Separate financial statements

of a joint venture accounted for using the pro rata method are not

required to be presented.

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\43\These are the same captions as required by Rule 1-02(aa) of

Regulation S-X (17 CFR Sec. 210.1-02(aa)).

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Most commenters supported the proposal to allow an issuer that uses

pro rata consolidation to provide summarized condensed financial

information on a joint venture in lieu of all of the reconciliation

information that would otherwise be required. Several commenters

indicated that condensed cash flow information should be provided to

differentiate cash flow associated with entities controlled by the

registrant from those associated with the joint venture. As suggested

by these commenters, the rule requires summarized cash flow

information--i.e., totals for major captions of operating, financing

and investing activities.

As pointed out by commenters, there can be differences between the

accounting standards used in the primary statements and U.S. GAAP

relating to the joint venture that effect recognition and measurement.

The rule as adopted makes clear that the omission from the

reconciliation requirement only relates to differences in

classification and display.

The Commission requested comment on whether the proposed amendment

should be limited to certain types of joint ventures. Several

commenters suggested that limitations should apply in order to avoid

extending relief to certain financing situations where the intended

purpose was to keep the selected debt and other financing off the

balance sheet. The accounting standards in many countries would limit

the application of pro rata consolidation to appropriate situations.

However, given the variability of standards and interpretations, the

rule as adopted limits the accommodation to a joint venture that is a

contractual arrangement whereby two or more parties undertake an

economic activity in which the power to govern the financial and

operating policies of the economic activity for purposes of deriving

economic benefits are contractually shared. Therefore, relief under the

rule will be available with respect to the accounting for any operating

entity in which the issuer holds an equity interest if the significant

financial and operating policies of the entity are, by contractual

arrangement, jointly controlled by all parties having an equity

interest in that entity. The Commission believes that few, if any,

substantive joint ventures will fall outside the scope of this relief.

However, in the event that an issuer accounts for other types of joint

ventures using pro rata consolidation, the Commission's staff will

consider upon request whether to grant similar relief.

E. Elimination of Certain Financial Statement Schedules

The amendments to eliminate six financial schedules are adopted as

proposed. As suggested by several commenters, the Commission is

proposing to eliminate several financial schedules and to provide

comparable relief to domestic issuers in a companion release.\44\

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\44\See Securities Act Release No. 7055 (April 19, 1994).

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IV. Safe Harbors for Public Announcements of Unregistered Offerings

and Broker-Dealer Research Reports

A. Company Announcements of Unregistered Offerings

As noted in the Proposing Release, the growing number of offshore

offerings and U.S. private placements has resulted in repeated requests

for guidance concerning appropriate disclosure of such offerings, in

light of the limitations on general solicitation and directed selling

efforts in private placements and offshore offerings under Regulation

S.\45\ To address these concerns, the Commission today is adopting a

new safe harbor for issuers' announcements of offerings not registered

or required to be registered under the Securities Act.\46\ The safe

harbor is available to both domestic and foreign issuers.

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\45\17 CFR 230.901-230.904 and Preliminary Notes.

\46\See new Rule 135c (Sec. 230.135c) and revisions to Rule

902(b) of Regulations S (Sec. 230.902(b)) and Rule 502(c) of

Regulation D (Sec. 230.502(c)). Rule 902(b) will provide that

announcements made pursuant to either Rule 135 or new Rule 135c will

not constitute ``directed selling efforts'' for purposes of

Regulation S. Rule 502(c) will exclude Rule 135c announcements from

the prohibition on general solicitation or general advertising.

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In response to the Commission's request for comment on the new safe

harbor, the National Association of State Securities Administrators

(NASAA) urged the Commission to provide the safe harbor only for

foreign and domestic reporting companies and foreign companies that

have obtained a Rule 12g3-2(b) exemption if such information is deemed

material to the marketplace. NASAA expressed concerns that, as

proposed, the safe harbor was overbroad in its applicability to

companies without a public market, and thus particularly vulnerable to

abuse. The Commission agrees that it would be appropriate in

introducing the safe harbor that it be limited to reporting companies

and foreign companies that have obtained a Rule 12g3-2(b)47

exemption. As adopted, the safe harbor is so limited. Given the safe

harbor's requirement that copies be filed or provided to the Commission

and its exclusion of announcements for the purpose of conditioning the

market, the rule should provide adequate means to address abuses

without a materiality requirement.

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\4\717 CFR 240.12g3-2(b).

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In all other respects, the terms and conditions of the new safe

harbor are being adopted substantially as proposed. The information

permitted in the announcement is limited to that which is allowed under

the safe harbor for pre-filing announcements with respect to registered

offerings.48 In addition, the announcement must contain a legend

stating that the securities are not registered under the Securities Act

and may not be sold in the United States absent registration or an

applicable exemption from the registration requirements. To rely on the

safe harbor, a company must file or submit the announcement with the

Commission under Form 8-K or 6-K, as applicable, or provide it to the

Commission in accordance with Rule 12g3-2(b) if the issuer is relying

on that exemptive rule. The safe harbor is not available if the

announcement is being used for the purpose of conditioning the market

in the United States for the securities being offered.

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\4\8Rule 135 under the Securities Act (Sec. 230.135). Rule 135

also is being amended to conform to the new safe harbor so as to

allow statements or legends required by foreign law to be included

in such notices.

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B. Broker-Dealer Research Reports

The amendments to Rule 139 under the Securities Act are adopted

today in the form proposed. The amendments provide that broker-dealers

may rely upon the simpler conditions of the Rule 139 safe harbor with

respect to certain foreign issuers that have had securities listed or

quoted on a designated offshore securities market for at least 12

months.

V. Cost-Benefit Analysis

No specific data were provided in response to the Commission's

request regarding the costs and benefits of the rule and amendments

being adopted today. The commenters did not address specifically the

costs and benefits of the proposed rule and amendments. Eight

commenters generally opposed the proposals in the belief that they

would be detrimental to U.S. investors. Seventeen commenters addressed

specific aspects of the proposals and generally supported the

proposals. The Commission is not aware of any costs that will result

from the rule and amendments. The Commission believes that the adoption

of these rules will be beneficial to U.S. investors, as it will

encourage more foreign companies to list their securities and raise

capital in the United States and be consistent with investor

protection.

VI. Availability of Final Regulatory Flexibility Analysis

A Final Regulatory Flexibility Analysis in accordance with the

Regulatory Flexibility Act has been prepared with respect to the final

rule and amendments. A summary of a corresponding Initial Regulatory

Flexibility Analysis was included in the Proposing Release. Members of

the public who wish to obtain a copy of the Final Regulatory

Flexibility Analysis should contact Annemarie Tierney, Office of

International Corporate Finance, Division of Corporation Finance,

Securities and Exchange Commission, 450 Fifth Street, NW., Mail Stop 3-

9, Washington, DC 20549, (202) 272-3246.

VII. Statutory Bases

The final rule and amendments to the Commission's rules and forms

are being adopted pursuant to sections 6, 7, 8, 10 and 19(a) of the

Securities Act of 1933, as amended, and sections 3(b), 4A, 12, 13, 14,

15, 16 and 23 of the Securities Exchange Act of 1934.

VIII. Effective Date

The final rule and amendments to the Commission's rules and forms

shall be effective immediately upon publication in the Federal

Register, in accordance with the Administrative Procedure Act, which

allows effectiveness in less than 30 days after publication for, inter

alia, ``a substantive rule which grants or recognizes an exemption or

relieves a restriction.'' 5 U.S.C. Sec. 553(d)(1).

List of Subjects in 17 CFR Parts 229, 230, 239 and 249

Confidential business information, Reporting and recordkeeping

requirements, Securities.

Text of Amendments

In accordance with the foregoing, Title 17, chapter II of the Code

of Federal Regulations is amended as follows:

PART 229--STANDARD INSTRUCTIONS FOR FILING FORMS UNDER SECURITIES

ACT OF 1933, SECURITIES EXCHANGE ACT OF 1934 AND ENERGY POLICY AND

CONSERVATION ACT OF 1975--REGULATION S-K

1. The authority citation for part 229 continues to read in part as

follows:

Authority: 15 U.S.C. 77e, 77f, 77g, 77h, 77j, 77k, 77s,

77aa(25), 77aa(26), 77ddd, 77eee, 77ggg, 77hhh, 77iii, 77jjj, 77nnn,

77sss, 78c, 78i, 78j, 78l, 78m, 78n, 78o, 78w, 78ll(d), 79e, 79n,

79t, 80a-8, 80a-29, 80a-30, 80a-37, 80b-11, unless otherwise noted.

* * * * *

2. By revising the proviso following paragraph (a)(1)(iii) and

revising paragraph (a)(4) of Sec. 229.512 to read as follows:

Sec. 229.512 (Item 512) Undertakings.

* * * * *

(a) * * *

(1) * * *

(iii) * * *

Provided, however, That paragraphs (a)(1)(i) and (a)(1)(ii) of this

section do not apply if the registration statement is on Form S-3

(Sec. 239.13 of this chapter), Form S-8 (Sec. 239.16b of this chapter)

or Form F-3 (Sec. 239.33 of this chapter), and the information required

to be included in a post-effective amendment by those paragraphs is

contained in periodic reports filed with or furnished to the Commission

by the registrant pursuant to section 13 or section 15(d) of the

Securities Exchange Act of 1934 that are incorporated by reference in

the registration statement.

* * * * *

(4) If the registrant is a foreign private issuer, to file a post-

effective amendment to the registration statement to include any

financial statements required by Sec. 210.3-19 of this chapter at the

start of any delayed offering or throughout a continuous offering.

Financial statements and information otherwise required by Section

10(a)(3) of the Act need not be furnished, provided that the registrant

includes in the prospectus, by means of a post-effective amendment,

financial statements required pursuant to this paragraph (a)(4) and

other information necessary to ensure that all other information in the

prospectus is at least as current as the date of those financial

statements. Notwithstanding the foregoing, with respect to registration

statements on Form F-3 (Sec. 239.33 of this chapter), a post-effective

amendment need not be filed to include financial statements and

information required by Section 10(a)(3) of the Act or Sec. 210.3-19 of

this chapter if such financial statements and information are contained

in periodic reports filed with or furnished to the Commission by the

registrant pursuant to section 13 or section 15(d) of the Securities

Exchange Act of 1934 that are incorporated by reference in the Form F-

3.

* * * * *

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

3. The authority citation for part 230 continues to read in part as

follows:

Authority: 15 U.S.C. 77b, 77f, 77g, 77h, 77j, 77s, 77sss, 78c,

78l, 78m, 78n, 78o, 78w, 78ll(d), 79t, 80a-8, 80a-29, 80a-30, and

80a-37, unless otherwise noted.

* * * * *

4. The authority citations following Secs. 230.139 and 230.477 are

removed.

5. By revising paragraph (a)(6) of Sec. 230.135 to read as follows:

Sec. 230.135 Notice of certain proposed offerings.

(a) * * *

(6) Any statement or legend required by State or foreign law or

administrative authority.

* * * * *

6. By adding Sec. 230.135c to read as follows:

Sec. 230.135c Notice of certain proposed unregistered offerings.

(a) For the purposes only of section 5 of the Act, a notice given

by an issuer required to file reports pursuant to section 13 or 15(d)

of the Securities Exchange Act of 1934 or a foreign issuer that is

exempt from registration under the Securities Exchange Act of 1934

pursuant to Sec. 240.12g3-2(b) of this chapter that it proposes to

make, is making or has made an offering of securities not registered or

required to be registered under the Act shall not be deemed to offer

any securities for sale if:

(1) Such notice is not used for the purpose of conditioning the

market in the United States for any of the securities offered;

(2) Such notice states that the securities offered will not be or

have not been registered under the Act and may not be offered or sold

in the United States absent registration or an applicable exemption

from registration requirements; and

(3) Such notice contains no more than the following additional

information:

(i) The name of the issuer;

(ii) The title, amount and basic terms of the securities offered,

the amount of the offering, if any, made by selling security holders,

the time of the offering and a brief statement of the manner and

purpose of the offering without naming the underwriters;

(iii) In the case of a rights offering to security holders of the

issuer, the class of securities the holders of which will be or were

entitled to subscribe to the securities offered, the subscription

ratio, the record date, the date upon which the rights are proposed to

be or were issued, the term or expiration date of the rights and the

subscription price, or any of the foregoing;

(iv) In the case of an offering of securities in exchange for other

securities of the issuer or of another issuer, the name of the issuer

and the title of the securities to be surrendered in exchange for the

securities offered, the basis upon which the exchange may be made, or

any of the foregoing;

(v) In the case of an offering to employees of the issuer or to

employees of any affiliate of the issuer, the name of the employer and

class or classes of employees to whom the securities are offered, the

offering price or basis of the offering and the period during which the

offering is to be or was made or any of the foregoing; and

(vi) Any statement or legend required by State or foreign law or

administrative authority.

(b) Any notice contemplated by this section may take the form of a

news release or a written communication directed to security holders or

employees, as the case may be, or other published statements.

(c) Notwithstanding the provisions of paragraphs (a) and (b) of

this section, in the case of a rights offering of a security listed or

subject to unlisted trading privileges on a national securities

exchange or quoted on the NASDAQ inter-dealer quotation system

information with respect to the interest rate, conversion ratio and

subscription price may be disseminated through the facilities of the

exchange, the consolidated transaction reporting system, the NASDAQ

system or the Dow Jones broad tape, provided such information is

already disclosed in a Form 8-K (Sec. 249.308 of this chapter) on file

with the Commission, in a Form 6-K (Sec. 249.306 of this chapter)

furnished to the Commission or, in the case of an issuer relying on

Sec. 240.12g3-2(b) of this chapter, in a submission made pursuant to

that Section to the Commission.

(d) The issuer shall file any notice contemplated by this section

with the Commission under cover of Form 8-K (Sec. 249.308 of this

chapter) or furnish such notice under Form 6-K (Sec. 249.306 of this

chapter), as applicable, and, if relying on Sec. 240.12g3-2(b) of this

chapter, shall furnish such notice to the Commission in accordance with

the provisions of that exemptive Section.

7. By redesignating paragraph (a) as paragraph (a)(1) and adding

paragraph (a)(2) to Sec. 230.139 to read as follows:

Sec. 230.139 Definition of ``offer for sale'' and ``offer to sell'' in

sections 2(10) and 5(c) in relation to certain publications.

* * * * *

(a)(1) * * *

(2) The registrant is a foreign private issuer that meets all the

registrant requirements of Form F-3 (Sec. 239.33 of this chapter),

other than the reporting history provision of paragraph A.2.(a) of

General Instruction I. of such form, and meets the minimum float or

investment grade securities provisions of either paragraph B.1. or B.2.

of General Instruction I. of such form, and the registrant's securities

have been traded for a period of at least 12 months on a designated

offshore securities market, as defined in Sec. 230.902(a), and such

information, opinion or recommendation is contained in a publication

which is distributed with reasonable regularity in the normal course of

business.

* * * * *

8. By revising paragraph (o) of Sec. 230.457 to read as follows:

Sec. 230.457 Computation of fee.

* * * * *

(o) Where an issuer eligible to use Form S-3 (Sec. 239.13 of this

chapter) or Form F-3 (Sec. 239.33 of this chapter) is registering

securities pursuant to General Instruction I.B.1. or I.B.2. to Form S-3

(Sec. 239.13 of this chapter) or Form F-3 (Sec. 239.33 of this

chapter), as applicable, to be offered on a delayed or continuous basis

pursuant to Sec. 230.415(a)(1)(x), or pursuant to General Instruction

H. to Form S-4 (Sec. 239.25 of this chapter) or General Instruction F.

to Form F-4 (Sec. 239.34 of this chapter), as applicable, in connection

with a business combination transaction pursuant to

Sec. 230.415(a)(1)(viii), the registration fee may be calculated on the

basis of the maximum offering price of all the securities listed in the

``Calculation of Registration Fee'' table.

9. By revising Sec. 230.462 to read as follows:

Sec. 230.462 Effective date of a registration statement filed on form

S-8, and on certain Forms S-3 and F-3.

A registration statement on Form S-8 (Sec. 239.16b of this chapter)

and a registration statement on Form S-3 (Sec. 239.13 of this chapter)

or on Form F-3 (Sec. 239.33 of this chapter) for a dividend or interest

reinvestment plan shall become effective upon filing with the

Commission.

10. By revising Sec. 230.475a to read as follows:

Sec. 230.475a Certain pre-effective amendments deemed filed with the

consent of the Commission.

Amendments to a registration statement on Form F-2 (Sec. 239.32 of

this chapter) relating to a dividend or interest reinvestment plan, or

on Form S-4 (Sec. 239.25 of this chapter) complying with General

Instruction G of that Form, filed prior to the effectiveness of such

registration statement shall be deemed to have been filed with a

consent of the Commission and shall accordingly be treated as part of

the registration statement.

11. By revising paragraph (b) of Sec. 230.477 to read as follows:

Sec. 230.477 Withdrawal of registration statement or amendment.

* * * * *

(b) Any application for withdrawal of a registration statement

filed on Form F-2 (Sec. 239.32 of this chapter) relating to a dividend

or interest reinvestment plan, or on Form S-4 (Sec. 239.25 of this

chapter) complying with General Instruction G of that Form, and/or any

pre-effective amendment thereto, will be deemed granted upon filing if

such filing is made prior to the effective date.

* * * * *

12. By revising paragraph (c) of Sec. 230.502 to read as follows:

Sec. 230.502 General conditions to be met.

* * * * *

(c) Limitation on manner of offering. Except as provided in

Sec. 230.504(b)(1), neither the issuer nor any person acting on its

behalf shall offer or sell the securities by any form of general

solicitation or general advertising, including, but not limited to, the

following:

(1) Any advertisement, article, notice or other communication

published in any newspaper, magazine, or similar media or broadcast

over television or radio; and

(2) Any seminar or meeting whose attendees have been invited by any

general solicitation or general advertising;

Provided, however, that publication by an issuer of a notice in

accordance with Sec. 230.135c shall not be deemed to constitute general

solicitation or general advertising for purposes of this section.

* * * * *

13. By adding paragraph (b)(7) to Sec. 230.902 to read as follows:

Sec. 230.902 Definitions.

* * * * *

(b) Directed Selling Efforts. * * *

(7) Notwithstanding paragraph (b)(1) of this section, publication

by an issuer of a notice in accordance with Sec. 230.135 or

Sec. 230.135c shall not be deemed ``directed selling efforts.''

* * * * *

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

14. The authority citation for part 239 continues to read in part

as follows:

Authority: 15 U.S.C. 77f, 77g, 77h, 77j, 77s, 77sss, 78c, 78l,

78m, 78n, 78o(d), 78w(a), 78ii(d), 79e, 79f, 79g, 79j, 79i, 79m,

79n, 79q, 79t, 80a-8, 80a-29, 80a-30 and 80a-37, unless otherwise

noted.

* * * * *

15. By revising paragraph (c) of Item 11 and Instructions to Item

11 of Form F-1 (Sec. 239.31) to read as follows:

Note: Form F-1 does not and these amendments will not appear in

the Code of Federal Regulations.

Form F-1

* * * * *

Item 11. Information with respect to the Registrant.

* * * * *

(c) Information required by Item 17 of Form 20-F may be

furnished in lieu of the information specified by Item 18 thereof if

the only securities being registered are non-convertible securities

that are ``investment grade securities,'' as defined below, or the

only securities to be registered are to be offered: (1) Upon the

exercise of outstanding rights granted by the issuer of the

securities to be offered, if such rights are granted on a pro rata

basis to all existing security holders of the class of securities to

which the rights attach and there is no standby underwriting in the

United States or similar arrangement; or (2) pursuant to a dividend

or interest reinvestment plan; or (3) upon the conversion of

outstanding convertible securities or upon the exercise of

outstanding transferable warrants issued by the issuer of the

securities to be offered, or by an affiliate of such issuer.

Instructions

1. Attention is directed to section 10(a)(3) of the Securities

Act.

2. A non-convertible security is an investment grade security

if, at the time of sale, at least one nationally recognized

statistical rating organization (as that term is used in Rule 15c3-

1(c)(2)(vi)(F) under the Exchange Act (Sec. 240.15c3-1(c)(2)(vi)(F)

of this chapter) has rated the security in one of its generic rating

categories that signifies investment grade; typically, the four

highest rating categories (within which there may be sub-categories

or gradations indicating relative standing) signify investment

grade.

* * * * *

16. By revising paragraph (b)(2), Instruction 2 to paragraph (b),

and paragraph (d) of Sec. 239.32; in Form F-2 (Sec. 235.32) by revising

General Instruction I.B.2. and Instruction 2 thereto, and revising

General Instruction I.D. to read as follows:

Sec. 239.32 Form F-2, for registration under the Securities Act of

1933 for securities of certain foreign private issuers.

* * * * *

(b)(1) * * *

(2) The provisions of paragraph (b)(1)(i) of this section do not

apply to any registrant if:

(i) The aggregate market value worldwide of the voting stock of the

registrant held by non-affiliates is the equivalent of $75 million or

more, or if non-convertible securities that are ``investment grade

securities,'' as defined in Instructions to paragraph (b) of this

section, are being registered; and

(ii) The registrant has filed at least one Form 20-F (Sec. 249.220f

of this chapter), Form 40-F (Sec. 249.240f of this chapter) or Form 10-

K (Sec. 249.310 of this chapter) that is the latest required to have

been filed.

Instructions to paragraph (b)

1. * * *

2. A non-convertible security is an investment grade security

if, at the time of sale, at least one nationally recognized

statistical rating organization (as that term is used in

Sec. 240.15c3-1(c)(2)(vi)(F) of this chapter) has rated the security

in one of its generic rating categories that signifies investment

grade; typically, the four highest rating categories (within which

there may be sub-categories or gradations indicating relative

standing) signify investment grade.

* * * * *

(d) The financial statements included in this registration

statement comply with Item 18 of Form 20-F (Sec. 249.220f of this

chapter); provided, however, that if the securities being registered

are non-convertible securities that are ``investment grade

securities,'' as defined in Instructions to paragraph (b) of this

section, such financial statements comply with either Item 17 or Item

18 of Form 20-F (Sec. 249.220f of this chapter).

* * * * *

Note: Form F-2 does not and these amendments will not appear in

the Code of Federal Regulations.

Form F-2

* * * * *

General Instructions

1. Eligibility Requirements for Use of Form F-2

* * * * *

B.1. * * *

2. The provisions of this paragraph B.1.a. do not apply to any

registrant if: (i) the aggregate market value worldwide of the

voting stock of the registrant held by non-affiliates is the

equivalent of $75 million or more, or if non-convertible securities

that are ``investment grade securities,'' as defined below, are

being registered and (ii) the registrant has filed at least one Form

20-F, Form 40-F or Form 10-K that is the latest required to have

been filed.

Instructions

1. * * *

2. A non-convertible security is an ``investment grade

security'' if, at the time of sale, at least one nationally

recognized statistical rating organization (as that term is used in

Rule 15c3-1(c)(2)(vi)(F) under the Exchange Act (Sec. 240.15c3-

1(c)(2)(vi)(F) of this chapter) has rated the security in one of its

generic rating categories that signifies investment grade;

typically, the four highest rating categories (within which there

may be sub-categories or gradations indicating relative standing)

signify investment grade.

* * * * *

D. The financial statements included in this registration

statement comply with Item 18 of Form 20-F; provided, however, that

if the securities being registered are non-convertible securities

that are ``investment grade securities,'' as defined above, such

financial statements comply with either Item 17 or Item 18 of Form

20-F.

* * * * *

17. By revising the text of paragraph (g) preceding the Note of

Sec. 239.32 to read as follows:

Sec. 239.32 Form F-2, for registration under the Securities Act of

1933 for securities of certain foreign private issuers.

* * * * *

(g) If a registrant is a majority-owned subsidiary that does not

meet the conditions of these eligibility requirements, it nevertheless

shall be deemed to have met such conditions if its parent meets the

conditions and if the parent fully and unconditionally guarantees the

payment obligations on the securities being registered, and the

securities being registered are non-convertible securities.

* * * * *

18. By amending Form F-2 (Sec. 239.32) by revising the first

sentence of paragraph G. of General Instruction I., revising paragraph

(b)(2) of Item 11, revising paragraph (b) of Item 17, and revising

Instruction 3 to the Signatures to read as follows:

Note: Form F-2 does not and these amendments will not appear in

the Code of Federal Regulations.

Form F-2

* * * * *

General Instructions

1. Eligibility Requirements for Use of Form F-2

* * * * *

G. If a registrant is a majority-owned subsidiary that does not

meet the conditions of these eligibility requirements, it

nevertheless shall be deemed to have met such conditions if its

parent meets the conditions and if the parent fully and

unconditionally guarantees the payment obligations on the securities

being registered, and the securities being registered are non-

convertible securities. * * *

* * * * *

Item 11. Material Changes.

(a) * * *

(b)(1) * * *

(2) If the financial statements included in this registration

statement in accordance with Item 12 are not sufficiently current to

comply with the requirements of Rule 3-19 of Regulation S-X

(Sec. 210.3-19 of this chapter), financial statements necessary to

comply with that rule shall be presented (i) directly in the

prospectus, (ii) through incorporation by reference and delivery of

a Form 6-K identified in the prospectus as containing such financial

statements, or (iii) through incorporation by reference and delivery

of an amended Form 20-F, Form 40-F or Form 10-K, in which case the

prospectus shall disclose that the Form 20-F, Form 40-F or Form 10-K

has been so amended.

* * * * *

Item 17. Undertakings.

(a) * * *

(b) The registration statement shall contain an undertaking

substantially as follows:

The undersigned registrant hereby undertakes to deliver or cause

to be delivered with the prospectus, to each person to which the

prospectus is sent or given: the registrant's latest filing on Form

20-F, Form 40-F or Form 10-K; and any filing on Form 10-Q, Form 8-K

or Form 6-K incorporated by reference into the prospectus.

* * * * *

Signatures

* * * * *

Instruction

* * * * *

3. Where eligibility for use of the Form is based on the

assignment of a security rating under General Instruction I.B.2.,

the registrant may sign the registration statement notwithstanding

the fact that such security rating has not been assigned by the

filing date, provided that the registrant reasonably believes, and

so states, that the security rating requirement will be met by the

time of sale.

* * * * *

19. By amending Sec. 239.33 by revising the introductory text of

paragraph (a) and paragraphs (a)(1) and (a)(2), removing paragraph

(a)(4) and the Instruction thereto, redesignating paragraphs (a)(5),

(a)(6) and (a)(7) as paragraphs (a)(4), (a)(5) and (a)(6), revising

newly designated paragraph (a)(5) and the first sentence of the Note

following newly designated paragraph (a)(5)(iii); and amending Form F-3

by revising the introductory text of General Instruction I.A. and

General Instructions I.A.1. and I.A.2., removing General Instruction

I.A.4. and the Instruction immediately following, redesignating General

Instructions I.A.5., I.A.6. and I.A.7. as General Instructions I.A.4.,

I.A.5. and I.A.6., republishing the introductory text and revising

paragraphs (ii) and (iii) of newly designated General Instruction

I.A.5. and the first sentence of the Note following newly designated

General Instruction I.A.5.(iii) to read as follows:

Sec. 239.33 Form F-3, for registration under the Securities Act of

1933 of securities of certain foreign private issuers offered pursuant

to certain types of transactions.

* * * * *

(a) Registrant requirements. Except as set forth in this paragraph

(a), all registrants must meet the following conditions in order to use

this Form F-3 for registration under the Securities Act of securities

offered in the transactions specified in paragraph (b) of this section:

(1) The registrant has a class of securities registered pursuant to

section 12(b) of the Securities Exchange Act of 1934 (``Exchange Act'')

or has a class of equity securities registered pursuant to section

12(g) of the Exchange Act or is required to file reports pursuant to

section 15(d) of the Exchange Act and has filed at least one annual

report on Form 20-F (Sec. 249.220f of this chapter), on Form 10-K

(Sec. 249.310 of this chapter) or, in the case of registrants described

in General Instruction A(2) of Form 40-F, on Form 40-F (Sec. 249.240f

of this chapter) under the Exchange Act.

(2) The registrant:

(i) Has been subject to the requirements of section 12 or 15(d) of

the Exchange Act and has filed all the material required to be filed

pursuant to sections 13, 14 or 15(d) of the Exchange Act for a period

of at least twelve calendar months immediately preceding the filing of

the registration statement on this form; and

(ii) Has filed in a timely manner all reports required to be filed

during the twelve calendar months and any portion of a month

immediately preceding the filing of the registration statement and, if

the registrant has used (during those twelve calendar months and that

portion of a month) Sec. 240.12b-25(b) of this chapter with respect to

a report or a portion of a report, that report or portion thereof has

actually been filed within the time period prescribed by Sec. 240.12b-

25(b) of this Chapter.

* * * * *

(5) Majority-Owned Subsidiaries. If a registrant is a majority-

owned subsidiary, security offerings may be registered on this form if:

(i) The registrant-subsidiary itself meets the Registrant

Requirements and the applicable Transaction Requirement;

(ii) The parent of the registrant-subsidiary meets the Registrant

Requirements and the conditions of the Transaction Requirement set

forth in paragraph (b)(2) of this section (Offerings of Certain Debt or

Preferred Securities) are met; or

(iii) The parent of the registrant-subsidiary meets the Registrant

Requirements and the applicable Transaction Requirement and fully and

unconditionally guarantees the payment obligations on the securities

being registered, and the securities being registered are non-

convertible securities.

Note: In the situation described in paragraph (a)(6)(iii) of

this section, the parent-guarantor is the issuer of a separate

security consisting of the guarantee which must be concurrently

registered but may be registered on the same registration statement

as are the guaranteed securities. * * *

* * * * *

Note: Form F-3 does not and these amendments will not appear in

the Code of Federal Regulations.

Form F-3

* * * * *

General Instructions

I. Eligibility Requirements for Use of Form F-3

* * * * *

A. Registrant Requirements

Except as set forth below, all registrants must meet the

following conditions in order to use this Form F-3 for registration

under the Securities Act of securities offered in the transactions

specified in I.B. below:

1. The registrant has a class of securities registered pursuant to

Section 12(b) of the Securities Exchange Act of 1934 (``Exchange Act'')

or has a class of equity securities registered pursuant to Section

12(g) of the Exchange Act or is required to file reports pursuant to

Section 15(d) of the Exchange Act.

2. The registrant: (a) has been subject to the requirements of

Section 12 or 15(d) of the Exchange Act and has filed all the material

required to be filed pursuant to Section 13, 14 or 15(d) of the

Exchange Act for a period of at least twelve calendar months

immediately preceding the filing of the registration statement on this

Form; and (b) has filed in a timely manner all reports required to be

filed during the twelve calendar months and any portion of a month

immediately preceding the filing of the registration statement and, if

the registrant has used (during those twelve calendar months and that

portion of a month) Rule 12b-25(b) (Sec. 240.12b-25(b) of this chapter)

under the Exchange Act with respect to a report or a portion of a

report, that report or portion thereof has actually been filed within

the time period prescribed by the Rule.

* * * * *

5. Majority-Owned Subsidiaries.

If a registrant is a majority-owned subsidiary, security offerings

may be registered on this Form if:

(i) * * *

(ii) The parent of the registrant-subsidiary meets the Registrant

Requirements and the conditions of Transaction Requirement B.2.

(Offerings of Certain Debt or Preferred Securities) are met; or

(iii) The parent of the registrant-subsidiary meets the Registrant

Requirements and the applicable Transaction Requirements and fully and

unconditionally guarantees the payment obligations on the securities

being registered, and the securities being registered are non-

convertible securities.

Note: In the situation described in paragraph (iii) of General

Instruction I.A.5., the parent-guarantor is the issuer of a separate

security consisting of the guarantee which must be concurrently

registered but may be registered on the same registration statement

as are the guaranteed securities. * * *

* * * * *

20. By revising paragraphs (b)(1), (b)(2), (b)(3) and (b)(4) and

adding an Instruction to paragraph (b)(1) of Sec. 239.33; and revising

General Instructions I.B.1., I.B.2., I.B.3. and I.B.4. of Form F-3

(Sec. 239.33) to read as follows:

Sec. 239.33 Form F-3, for registration under the Securities Act of

1933 of securities of certain foreign private issuers offered pursuant

to certain types of transactions.

* * * * *

(b) * * *

(1) Primary offerings by certain registrants. Securities to be

offered for cash by or on behalf of a registrant, provided that the

aggregate market value worldwide of the voting stock held by non-

affiliates of the registrant is the equivalent of $75 million or more.

In the case of securities registered pursuant to this paragraph, the

financial statements included in this registration statement must

comply with Item 18 of Form 20-F (Sec. 249.220f of this chapter).

Instruction to Paragraph (b)(1)

The aggregate market value of the registrant's outstanding

voting stock shall be computed by use of the price at which the

stock was last sold, or the average of the bid and asked prices of

such stock, in the principal market for such stock as of a date

within 60 days prior to the date of filing. See the definition of

``affiliate'' in Securities Act Rule 405 (Sec. 230.405 of this

chapter).

(2) Primary offerings of non-convertible investment grade

securities. Non-convertible securities to be offered for cash if such

securities are investment grade securities. A non-convertible security

is an investment grade security if, at the time of sale, at least one

nationally recognized statistical rating organization (as that term is

used in Sec. 240.15c3-1(c)(2)(vi)(F) of this chapter) has rated the

security in one of its generic rating categories that signifies

investment grade; typically, the four highest rating categories (within

which there may be subcategories or gradations indicating relative

standing) signify investment grade. In the case of securities

registered pursuant to this paragraph, the financial statements

included in this registration statement may comply with Item 17 or 18

of Form 20-F (Sec. 249.220f of this chapter).

(3) Transactions involving secondary offerings. Outstanding

securities to be offered for the account of any person other than the

issuer, including securities acquired by standby underwriters in

connection with the call or redemption by the issuer of warrants or a

class of convertible securities. In the case of such securities, the

financial statements included in this registration statement may comply

with Item 17 or 18 of Form 20-F (Sec. 249.220f of this chapter). In

addition, Form F-3 (Sec. 239.33) may be used by affiliates to register

securities for resale pursuant to the conditions specified in General

Instruction C to Form S-8 (Sec. 239.16b). In the case of such

securities, the financial statements included in this registration

statement must comply with Item 18 of Form 20-F (Sec. 249.220f of this

chapter).

(4) Rights offerings, dividend or interest reinvestment plans, and

conversions or warrants. Securities to be offered:

(i) Upon the exercise of outstanding rights granted by the issuer

of the securities to be offered, if such rights are granted pro rata to

all existing security holders of the class of securities to which the

rights attach; or

(ii) Pursuant to a dividend or interest reinvestment plan; or

(iii) Upon the conversion of outstanding convertible securities or

upon the exercise of outstanding transferable warrants issued by the

issuer of the securities to be offered, or by an affiliate of such

issuer. In the case of securities registered pursuant to this

paragraph, the financial statements included in this registration

statement may comply with Item 17 or 18 of Form 20-F (Sec. 249.220f of

this chapter). The registration of securities to be offered or sold in

a standby underwriting in the United States or similar arrangement is

not permitted pursuant to this paragraph. See paragraphs (b) (1), (2)

and (3) of this section.

Note: Form F-3 does not and these amendments will not appear in

the Code of Federal Regulations.

Form F-3

* * * * *

General Instructions

I. Eligibility Requirements for Use of Form F-3

* * * * *

B. Transaction Requirements

* * * * *

1. Primary Offerings by Certain Registrants. Securities to be

offered for cash by or on behalf of a registrant, provided that the

aggregate market value worldwide of the voting stock held by non-

affiliates of the registrant is the equivalent of $75 million or

more. In the case of securities registered pursuant to this

paragraph, the financial statements included in this registration

statement must comply with Item 18 of Form 20-F.

Instruction

The aggregate market value of the registrant's outstanding

voting stock shall be computed by use of the price at which the

stock was last sold, or the average of the bid and asked prices of

such stock, in the principal market for such stock as of a date

within 60 days prior to the date of filing. See the definition of

``affiliate'' in Securities Act Rule 405 (Sec. 230.405 of this

chapter).

2. Primary Offerings of Non-Convertible Investment Grade

Securities. Non-convertible securities to be offered for cash if

such securities are ``investment grade securities.'' A non-

convertible security is an ``investment grade security'' if, at the

time of sale, at least one nationally recognized statistical rating

organization (as that term is used in Rule 15c3-1(c)(2)(vi)(F) under

the Exchange Act (Sec. 240.15c3-1(c)(2)(vi)(F) of this chapter)) has

rated the security in one of its generic rating categories that

signifies investment grade; typically, the four highest rating

categories (within which there may be subcategories or gradations

indicating relative standing) signify investment grade. In the case

of securities registered pursuant to this paragraph, the financial

statements included in this registration statement may comply with

Item 17 or 18 of Form 20-F.

3. Transactions Involving Secondary Offerings. Outstanding

securities to be offered for the account of any person other than

the issuer, including securities acquired by standby underwriters in

connection with the call or redemption by the issuer of warrants or

a class of convertible securities. In the case of such securities,

the financial statements included in this registration statement may

comply with Item 17 or 18 of Form 20-F. In addition, Form F-3 may be

used by affiliates to register securities for resale pursuant to the

conditions specified in General Instruction C to Form S-8

(Sec. 239.16b of this chapter). In the case of such securities, the

financial statements included in this registration statement must

comply with Item 18 of Form 20-F (Sec. 249.220f of this chapter).

4. Rights Offerings, Dividend or Interest Reinvestment Plans,

and Conversions or Warrants. Securities to be offered: (a) upon the

exercise of outstanding rights granted by the issuer of the

securities to be offered, if such rights are granted pro rata to all

existing securityholders of the class of securities to which the

rights attach; or (b) pursuant to a dividend or interest

reinvestment plan; or (c) upon the conversion of outstanding

convertible securities or upon the exercise of outstanding

transferable warrants issued by the issuer of the securities to be

offered, or by an affiliate of such issuer. In the case of

securities registered pursuant to this paragraph, the financial

statements included in this registration statement may comply with

Item 17 or 18 of Form 20-F. The registration of securities to be

offered or sold in a standby underwriting in the United States or

similar arrangement is not permitted pursuant to this paragraph. See

paragraphs (b)(1), (2) and (3) of this section.

* * * * *

21. By adding paragraph C. to General Instruction II. of Form F-3

(Sec. 239.33) to read as follows:

Note: Form F-3 does not and these amendments will not appear in

the Code of Federal Regulations.

Form F-3

* * * * *

General Instructions

* * * * *

II. Application of General Rules and Regulations

* * * * *

C. Where two or more classes of securities being registered on

this Form pursuant to General Instruction I.B.1. or I.B.2. are to be

offered on a delayed or continuous basis pursuant to Rule

415(a)(1)(x) (Sec. 230.415(a)(1)(x) of this chapter), Rule 457(o)

(Sec. 230.457(o) of this chapter) permits the registration fee to be

calculated on the basis of the maximum offering price of all the

securities listed in the ``Calculation of Registration Fee'' table

(``Fee Table''). In this event, while the Fee Table would list each

of the classes of securities being registered and the aggregate

proceeds to be raised, the Fee Table need not specify for each class

information as to the amount to be registered, proposed maximum

offering price per unit and proposed maximum aggregate offering

price.

* * * * *

22. By revising the first sentence of General Instruction III. of

Form F-3 (Sec. 239.33) and removing the second and third sentences of

General Instruction III. of Form F-3 (Sec. 239.33) to read as follows:

Note: Form F-3 does not and these amendments will not appear in

the Code of Federal Regulations.

Form F-3

* * * * *

General Instructions

* * * * *

III. Dividend or Interest Reinvestment Plans: Filing and Effectiveness

of Registration Statement; Requests for Confidential Treatment

Original registration statements on this Form F-3 solely with

respect to securities offered pursuant to dividend or interest

reinvestment plans shall become effective automatically upon filing

(Rule 456, Sec. 230.456 of this chapter) pursuant to the provisions

of Section 8(a) of the Act (Rule 462, Sec. 230.462 of this chapter).

* * *

* * * * *

23. By amending Item 11 of Form F-3 (Sec. 239.33) by revising

paragraph (a), paragraph (b)(1) up to (i) and paragraph (b)(2) to read

as follows:

Note: Form F-3 does not and these amendments will not appear in

the Code of Federal Regulations.

Form F-3

* * * * *

Item 11. Material Changes

(a) Describe any and all material changes in the registrant's

affairs that have occurred since the end of the latest fiscal year

for which certified financial statements are included in this

registration statement in accordance with Item 12 of this Form and

that have not been described in a report on Form 6-K (Sec. 249.306

of this chapter), Form 10-Q (Sec. 249.308a of this chapter) or Form

8-K (Sec. 249.308 of this chapter) filed under the Exchange Act and

incorporated by reference pursuant to Item 12 of this Form.

(b)(1) Include in the prospectus, if not included in documents

incorporated by reference into the prospectus pursuant to Item 12 or

a prospectus previously filed pursuant to Rule 424 (b) or (c) under

the Securities Act or, where no prospectus was required to be filed

pursuant to Rule 424(b), the prospectus included in the registration

statement at effectiveness, or a Form 8-K filed during either of the

two preceding years: (i) * * *

(2) If the financial statements included in this registration

statement in accordance with Item 12 are not sufficiently current to

comply with the requirements of Rule 3-19 of Regulation S-X

(Sec. 210.3-19 of this chapter), financial statements necessary to

comply with that rule shall be presented (i) directly in the

prospectus, (ii) through incorporation by reference of a Form 6-K

identified in the prospectus as containing such financial

statements, or (iii) through incorporation by reference of an

amended Form 20-F, Form 40-F or Form 10-K, in which case the

prospectus shall disclose that the Form 20-F, Form 40-F or Form 10-K

has been so amended.

* * * * *

24. By amending Item 12 of Form F-3 (Sec. 239.33) by revising

paragraphs (a), (b) and (c) to read as follows:

Note: Form F-3 does not and these amendments will not appear in

the Code of Federal Regulations.

Form F-3

* * * * *

Item 12. Incorporation of Certain Information by Reference

(a) The registrant's latest Form 20-F, Form 40-F, Form 10-K or

Form 10 filed pursuant to the Exchange Act shall be incorporated by

reference. Any report on Form 10-Q or Form 8-K filed since the date

of filing of the annual report incorporated by reference also shall

be incorporated by reference. If capital stock is to be registered

and securities of the same class are registered under Section 12 of

the Exchange Act, the description of such class of securities which

is contained in a registration statement filed under the Exchange

Act, including any amendment or reports filed for the purpose of

updating such description shall be incorporated by reference.

Instruction * * *

(b) The prospectus shall also state that all subsequent annual

reports filed on Form 20-F, Form 40-F or Form 10-K, and all

subsequent filings on Forms 10-Q and 8-K filed by the registrant

pursuant to the Exchange Act, prior to the termination of the

offering, shall be deemed to be incorporated by reference into the

prospectus.

(c) The registrant may incorporate by reference any Form 6-K

meeting the requirements of this Form. If the registrant intends to

incorporate any Form 6-K subsequently submitted to the Commission,

the prospectus shall state that the registrant may incorporate such

Forms 6-K by identifying in such Forms that they are being

incorporated by reference into this Form.

Instructions

* * * * *

25. By revising Instruction 3. to the Signatures of Form F-3

(Sec. 239.33) to read as follows:

Note: Form F-3 does not and these amendments will not appear in

the Code of Federal Regulations.

Form F-3

* * * * *

Signatures

* * * * *

3. Where eligibility for use of the Form is based on the

assignment of a security rating pursuant to General Instruction

I.B.2., the registrant may sign the registration statement

notwithstanding the fact that such security rating has not been

assigned by the filing date, provided that the registrant reasonably

believes, and so states, that the security rating requirement will

be met by the time of sale.

26. By amending Form F-4 (Sec. 239.34) by revising General

Instruction B.1.(a) and B.1.(a)(ii)C., adding paragraph 3. to General

Instruction D., revising paragraphs (a), (b) and (c) of Item 10,

revising the introductory text and paragraphs (a)(1), (a)(2) and

Instruction 1 following paragraph (a)(3) of Item 11 to read as follows:

Note: Form F-4 does not and these amendments will not appear in

the Code of Federal Regulations.

Form F-4

* * * * *

General Instructions

* * * * *

B. Information With Respect to the Registrant

1. * * *

(a) Items 10 and 11 of this Form, if the registrant elects this

alternative and meets the following requirements for use of Form F-3

(Sec. 239.33 of this chapter) (hereinafter, with respect to the

registrant, ``meets the requirements for use of Form F-3'') for this

offering of securities:

(i) * * *

(ii) One of the following is met:

* * * * *

C. The registrant is a majority-owned subsidiary and one of the

conditions of General Instruction I.A.5. of Form F-3 is met.

* * * * *

D. Application of General Rules and Regulations

* * * * *

3. Where two or more classes of securities being registered on

this Form are to be offered on a delayed or continuous basis

pursuant to Rule 415(a)(1)(viii) (Sec. 230.415(a)(1)(viii) of this

chapter), Rule 457(o) (Sec. 230.457(o) of this chapter) permits the

registration fee to be calculated on the basis of the maximum

offering price of all the securities listed in the ``Calculation of

Registration Fee'' table (``Fee Table'') if the securities are being

registered by an issuer eligible to use Form F-3. In this event,

while the Fee Table would list each of the classes of securities

being registered and the aggregate proceeds to be raised, the Fee

Table need not specify for each class information as to the amount

to be registered, proposed maximum offering price per unit and

proposed maximum aggregate offering price.

* * * * *

Item 10. Information With Respect to Certain Form F-3 Registrants

* * * * *

(a) Describe any and all material changes in the registrant's

affairs that have occurred since the end of the latest fiscal year

for which audited financial statements are incorporated by reference

in accordance with Item 11 of this Form and that have not been

described in a report on Form 6-K (Sec. 249.306 of this chapter),

Form 10-Q (Sec. 249.308a of this chapter) or Form 8-K (Sec. 249.308

of this chapter) filed under the Exchange Act;

(b) If the financial statements incorporated by reference in

accordance with Item 11 of this Form are not sufficiently current to

comply with Rule 3-19 of Regulation S-X (Sec. 210.3-19 of this

chapter), financial statements necessary to comply with that rule

shall be presented either in the prospectus, in an amended Form 20-

F, 40-F or 10-K (in which case the prospectus shall disclose that

such form has been so amended), or in a Form 6-K, Form 10-Q or Form

8-K; and

(c) Include in the prospectus, if not incorporated by reference

from the documents filed under the Exchange Act specified in Item 11

of this Form, from a prospectus previously filed pursuant to Rule

424(b) or (c) under the Securities Act (Sec. 230.424 of this

chapter) or, where no prospectus was required to be filed pursuant

to Rule 424(b), the prospectus included in the registration

statement at effectiveness, or from a Form 6-K filed during either

of the two preceding fiscal years:

* * * * *

Item 11. Incorporation of Certain Information by Reference

If the registrant furnishes information in accordance with the

provisions of Item 10 of this Form:

(a) * * *

(1) The registrant's latest annual report on Form 20-F, on Form

10-K or, in the case of registrants described in General Instruction

A.(2) of Form 40-F, on Form 40-F filed pursuant to section 13(a) or

15(d) of the Exchange Act which contains financial statements for

the registrant's latest fiscal year for which a Form 20-F, Form 10-K

or Form 40-F was required to be filed;

(2) All reports filed pursuant to sections 13(a) or 15(d) of the

Exchange Act since the end of the fiscal year covered by the

financial statements in the report or registration statement

incorporated pursuant to Item 11(a)(1) of this Form; and

* * * * *

Instructions

1. All annual reports or registration statements incorporated by

reference pursuant to Item 11 of this Form shall contain financial

statements that comply with Item 18 of Form 20-F except that

financial statements of the registrants may comply with Item 17 of

Form 20-F if the only securities being registered are investment

grade securities as defined in the General Instructions to Form F-3.

* * * * *

27. By amending Form F-4 (Sec. 239.34) by revising the second

sentence of the introductory text of Item 12, revising the introductory

text of paragraph (a), paragraph (a)(1), the introductory text of

paragraph (a)(2), paragraphs (a)(3) and (a)(4), the introductory text

of paragraph (b), the first sentence of paragraph (b)(2), and paragraph

(b)(3)(vii) of Item 12 to read as follows:

Note: Form F-4 does not and these amendments will not appear in

the Code of Federal Regulations.

Form F-4

* * * * *

Item 12. Information With Respect to F-2 or F-3 Registrants

* * * However, the registrant shall not provide prospectus

information in the manner allowed by paragraph (a) of this Item if

the financial statements incorporated by reference pursuant to Item

13 of this Form reflect: (1) * * *

(a) If the registrant elects to deliver this prospectus together

with the annual report incorporated by reference pursuant to Item

13, or a complete and legible facsimile thereof:

(1) Indicate that the prospectus is accompanied by such annual

report or registration statement.

(2) If the financial statements incorporated by reference

pursuant to Item 13 of this Form are not sufficiently current to

comply with Rule 3-19 of Regulation S-X, provide the information

required by Rule 10-01 of Regulation S-X and Item 9 of Form 20-F by

one of the following means: * * *

(3) If not reflected in the registrant's annual report

incorporated by reference in accordance with Item 13 of this Form,

provide information required by Rule 3-05 and Article 11 of

Regulation S-X with respect to transactions other than that pursuant

to which the securities being registered are to be issued.

(4) Describe any and all material changes in the registrant's

affairs that have occurred since the end of the latest fiscal year

for which audited financial statements are incorporated by reference

in accordance with Item 13 of this Form and that have not been

described in a report on Form 6-K, Form 10-Q or Form 8-K delivered

with the prospectus in accordance with paragraph (2)(ii) of this

Item.

(5) * * *

(b) If the registrant elects not to deliver its annual report

incorporated by reference pursuant to Item 13 to the securityholders

of the company to be acquired:

(1) * * *

(2) Include financial statements and information as required by

Item 18 of Form 20-F, except that financial statements of the

registrants may comply with Item 17 of Form 20-F if the only

securities being registered are investment grade securities as

defined in the General Instructions to Form F-2. * * *

(3) * * *

(vii) Financial statements required by Item 18 of Form 20-F,

except that financial statements of the registrants may comply with

Item 17 of Form 20-F if the only securities being registered are

investment grade securities as defined in the General Instructions

to Form F-2, and financial information required by Rule 3-05 and

Article 11 of Regulation S-X with respect to transactions other than

that pursuant to which the securities being registered are to be

issued (Schedules required under Regulation S-X shall be filed as

``Financial Statement Schedules'' pursuant to Item 21 of this Form,

but need not be provided with respect to the company being acquired

if information is being furnished pursuant to Item 17(a) of this

Form); and

* * * * *

28. By amending Form F-4 (Sec. 239.34) by revising Item 13,

revising the introductory text of Item 14 and revising paragraph (h) of

Item 14 to read as follows and revising the phrase ``Section 13(a) or

15(d) of the Exchange Act, or'' to read ``Section 13(a) or 15(d) of the

Exchange Act, and'' in paragraph (a) of Item 17:

Note: Form F-4 does not and these amendments will not appear in

the Code of Federal Regulations.

Form F-4

* * * * *

Item 13. Incorporation of Certain Information by Reference

If the registrant furnishes information in accordance with the

provisions of Item 12 of this Form, incorporate by reference into

the prospectus, by means of a statement to that effect in the

prospectus listing all documents so incorporated, the documents

listed in paragraphs (a) and, if applicable, (b) below:

(a) The registrant's latest annual report on Form 20-F, on Form

10-K or, in the case of registrants described in General Instruction

A.(2) of Form 40-F, on Form 40-F filed pursuant to Section 13(a) or

15(d) of the Exchange Act which contains audited financial

statements for the registrant's latest fiscal year for which a Form

20-F, Form 10-K or Form 40-F was required to be filed; and

(b) All other reports filed pursuant to Section 13(a) or 15(d)

of the Exchange Act since the end of the fiscal year covered by the

financial statements in the report incorporated pursuant to Item

13(a) of this Form.

Instructions

1. All annual reports incorporated by reference pursuant to Item

13 of this Form shall contain financial statements that comply with

Item 18 of Form 20-F, except that financial statements of the

registrants may comply with Item 17 of Form 20-F if the only

securities being registered are investment grade securities as

defined in the General Instructions to Form F-2.

2. Where common equity securities are being issued, the

information required by Item 5 of Form 20-F, nature of trading

markets, should be updated to cover any subsequent interim periods

for which interim financial statements are required to be included

to comply with Rule 3-19 of Regulation S-X. Such updating may be

made in the prospectus, in an amended Form 20-F, Form 10-K or Form

40-F or in a Form 6-K, Form 10-Q or Form 8-K.

3. The registrant may incorporate by reference and deliver with

the prospectus any Form 6-K, Form 10-Q or Form 8-K containing

information meeting the requirements of Form F-2. See Rules 4-

01(a)(2) and 10-01 of Regulation S-X and Item 18 of Form 20-F.

4. Attention is directed to Rule 439 regarding consent to the

use of material incorporated by reference.

Item 14. Information With Respect to Foreign Registrants Other Than F-2

or F-3 Registrants

If the foreign registrant does not meet the requirements for use

of Form F-2 or F-3, or otherwise elects to comply with this Item in

lieu of Items 10 and 11 or Items 12 and 13, furnish the following

information:

* * * * *

(h) Financial statements required by Item 18 of Form 20-F,

except that financial statements of the registrants may comply with

Item 17 of Form 20-F if the only securities being registered are

investment grade securities as defined in the General Instructions

to Form F-1, as well as financial information required by Rule 3-05

and Article 11 of Regulation S-X with respect to transactions other

than that pursuant to which the securities being registered are to

be issued (Schedules required by Regulation S-X shall be filed as

``Financial Statement Schedules'' pursuant to Item 21 of this Form);

and

* * * * *

PART 249--FORMS, SECURITIES EXCHANGE ACT OF 1934

29. The authority citation for Part 249 continues to read in part

as follows:

Authority: 15 U.S.C. 78a, et seq., unless otherwise noted;

* * * * *

30. By amending Form 20-F (Sec. 249.220f) by adding one sentence to

the end of Instruction 7 to Item 8; and in Item 17 revising paragraph

(a), removing paragraph (c)(2), redesignating paragraph (c)(3) as

paragraph (c)(2), in newly designated paragraph (c)(2), adding one

sentence to the end of paragraph (c)(2)(i) before the table,

redesignating paragraph (c)(2)(iii) as (c)(2)(iv), adding paragraphs

(c)(2)(iii), (c)(2)(v), (c)(2)(vi) and (c)(2)(vii), and adding

Instruction (4) to read as follows:

Note: Form 20-F does not and these amendments will not appear in

the Code of Federal Regulations.

Form 20-F

* * * * *

Item 8. Selected Financial Data

* * * * *

Instructions

* * * * *

7. * * * Selected financial data on a basis reconciled to U.S.

generally accepted accounting principles need be provided only for

(i) those periods for which the primary annual financial statements

have been required to be reconciled in a filing made under the

Securities Act or Exchange Act, and (ii) any interim periods.

* * * * *

Item 17. Financial Statements

(a) The registrant shall furnish financial statements for the

same fiscal years and accountants' reports that would be required to

be furnished if the registration statement were on Form 10 or the

annual report on Form 10-K. Schedules designated by Secs. 210.12-04,

210.12-09, 210.12-10, 210.12-11, 210.12-15, 210.12-16, 210.12-17,

210.12-18, 210.12-28 and 210.12-29 of this chapter shall be

furnished if applicable to the registrant.

* * * * *

(c) * * *

(2) * * *

(i) * * * However, reconciliation of net income of the earliest

of the three years may be omitted if that information has not

previously been included in a filing made under the Securities Act

or Exchange Act.

* * * * *

(iii) For each period for which an income statement is presented

and required to be reconciled to generally accepted accounting

principles in the United States, provide either a statement of cash

flows prepared in accordance with generally accepted accounting

principles in the United States or with International Accounting

Standard No. 7, as amended in October 1992; or furnish in a note to

the financial statements a quantified description of the material

differences between cash or funds flows reported in the primary

financial statements and cash flows that would be reported in a

statement of cash flows prepared in accordance with accounting

principles generally accepted in the United States.

* * * * *

(v) Issuers that prepare financial statements on a basis of

accounting other than U.S. generally accepted accounting principles

that are furnished for a business acquired or to be acquired

pursuant to Sec. 210.3-05 of this chapter may omit the disclosures

specified by paragraphs (c)(2)(i), (c)(2)(ii) and (c)(2)(iii) of

this Item if the conditions specified in the definition of a

significant subsidiary in Sec. 210.1-02(v) of this chapter do not

exceed 30 percent.

(vi) Issuers that prepare financial statements on a basis of

accounting other than U.S. generally accepted accounting principles

that are furnished for a less-than-majority-owned investee pursuant

to Sec. 210.3-09 of this chapter may omit the disclosures specified

by paragraphs (c)(2)(i), (c)(2)(ii) and (c)(2)(iii) of this Item if

the first and third conditions specified in the definition of a

significant subsidiary in Sec. 210.1-02(v) of this chapter do not

exceed 30 percent.

(vii) Issuers that prepare financial statements on a basis of

accounting other than U.S. generally accepted accounting principles

that allows proportionate consolidation for investments in joint

ventures that would be accounted for under the equity method

pursuant to U.S. GAAP may omit differences in classification or

display that result from using proportionate consolidation in the

reconciliation to U.S. GAAP specified by paragraphs (c)(2)(i),

(c)(2)(ii) and (c)(2)(iii) of this Item; Provided, the joint venture

is an operating entity, the significant financial operating policies

of which are, by contractual arrangement, jointly controlled by all

parties having an equity interest in the entity. Financial

statements that are presented using proportionate consolidation must

provide summarized balance sheet and income statement information

using the captions specified in Sec. 210.1-02(aa) of this chapter

and summarized cash flow information resulting from operating,

financing and investing activities relating to its pro rata interest

in the joint venture.

* * * * *

Instructions

* * * * *

(4) If the cash flows statement prepared under the basis of

accounting used in the primary financial statements complies with

International Accounting Standard No. 7 or U.S. GAAP, a statement to

this effect must be included in the financial statements or the

accountant's report. If the cash flows statement in the primary

financial statements is prepared in accordance with either U.S. GAAP

or International Accounting Standard No. 7 but such presentation

departs from the comprehensive body of accounting principles

otherwise followed in the financial statements, the reference to the

departure in the accountant's report must identify the body of

accounting standards used in preparing the cash flow statement. If a

supplemental cash flows statement that complies with either

International Accounting Standards or U.S. generally accepted

accounting principles is furnished in a note to the financial

statements, the body of accounting standards used in preparing the

statement must be indicated. The basis of presentation must be

consistent for all periods.

31. By amending Item 18 of Form 20-F (Sec. 249.220f) by revising

paragraph (a), removing paragraph (c)(2), redesignating paragraph

(c)(3) as paragraph (c)(2), and redesignating paragraph (c)(4) as

paragraph (c)(3), in newly redesignated paragraph (c)(2), adding one

sentence to the end of paragraph (c)(2)(i) before the table,

redesignating paragraph (c)(2)(iii) as paragraph (c)(2)(iv) and adding

paragraphs (c)(2)(iii), (c)(2)(v), (c)(2)(vi) and (c)(2)(vii), adding

one sentence to the end of newly designated paragraph (c)(3), and

adding Instruction 3 to the Instructions to Item 18 to read as follows:

Note: Form 20-F does not and these amendments will not appear in

the Code of Federal Regulations.

Form 20-F

* * * * *

Item 18. Financial Statements

* * * * *

(a) The registrant shall furnish financial statements for the

same fiscal years and accountants' reports that would be required to

be furnished if the registration statement were on Form 10 or the

annual report on Form 10-K. Schedules designated by Secs. 210.12-04,

210.12-09, 210.12-10, 210.12-11, 210.12-15, 210.12-16, 210.12-17,

210.12-18, 210.12-28 and 210.12-29 of this chapter shall be

furnished if applicable to the registrant.

* * * * *

(c) * * *

(2) * * *

(i) * * * However, reconciliation of net income of the earliest

of the three years may be omitted if that information has not

previously been included in a filing made under the Securities Act

or Exchange Act.

* * * * *

(iii) For each period for which an income statement is presented

and required to be reconciled to generally accepted accounting

principles in the United States, provide either a statement of cash

flows prepared in accordance with generally accepted accounting

principles in the U.S. or with International Accounting Standard No.

7, as amended in October 1992; or furnish in a note to the financial

statements a quantified description of the material differences

between cash or funds flows reported in the primary financial

statements and cash flows that would be reported in a statement of

cash flows prepared in accordance with accounting principles

generally accepted in the United States.

* * * * *

(v) Issuers that prepare financial statements on a basis of

accounting other than U.S. generally accepted accounting principles

that are furnished for a business acquired or to be acquired

pursuant to Sec. 210.3-05 of this chapter may omit the disclosures

specified by paragraphs (c)(2)(i), (c)(2)(ii) and (c)(2)(iii) of

this Item if the conditions specified in the definition of a

significant subsidiary in Sec. 210.1-02(v) of this chapter do not

exceed 30 percent.

(vi) Issuers that prepare financial statements on a basis of

accounting other than U.S. generally accepted accounting principles

that are furnished for a less-than-majority-owned investee pursuant

to Sec. 210.3-09 of this chapter may omit the disclosures specified

by paragraphs (c)(2)(i), (c)(2)(ii) and (c)(2)(iii) of this Item if

the first and third conditions specified in the definition of a

significant subsidiary in Sec. 210.1-02(v) of this chapter do not

exceed 30 percent.

(vii) Issuers that prepare financial statements on a basis of

accounting other than U.S. generally accepted accounting principles

that allows proportionate consolidation for investments in joint

ventures that would be accounted for under the equity method

pursuant to U.S. GAAP may omit differences in classification or

display that result from using proportionate consolidation in the

reconciliation to U.S. GAAP specified by paragraphs (c)(2)(i),

(c)(2)(ii) and (c)(2)(iii) of this Item; Provided, the joint venture

is an operating entity, the significant financial operating policies

of which are, by contractual arrangement, jointly controlled by all

parties having an equity interest in the entity. Financial

statements that are presented using proportionate consolidation must

provide summarized balance sheet and income statement information

using the captions specified in Sec. 210.1-02(aa) of this chapter

and summarized cash flow information resulting from operating,

financing and investing activities relating to its pro rata interest

in the joint venture.

* * * * *

(3) * * * However, information may be omitted (i) for any period

in which net income has not been presented on a basis reconciled to

United States generally accepted accounting principles, or (ii) if

the financial statements are furnished for a business acquired or to

be acquired pursuant to Sec. 210.3-05 or less-than-majority-owned

investee pursuant to Sec. 210.3-09 of this chapter.

* * * * *

Instructions

* * * * *

(3) If the cash flows statement prepared under the basis of

accounting used in the primary financial statements complies with

International Accounting Standard No. 7 or U.S. GAAP, a statement to

this effect must be included in the financial statements or the

accountant's report. If the cash flows statement in the primary

financial statements is prepared in accordance with either U.S. GAAP

or International Accounting Standard No. 7 but such presentation

departs from the comprehensive body of accounting principles

otherwise followed in the financial statements, the reference to the

departure in the accountant's report must identify the body of

accounting standards used in preparing the cash flow statement. If a

supplemental cash flows statement that complies with either

International Accounting Standards or U.S. generally accepted

accounting principles is furnished in a note to the financial

statements, the body of accounting standards used in preparing the

statement must be indicated. The basis of presentation must be

consistent for all periods.

* * * * *

By the Commission.

Dated: April 19, 1994.

Margaret H. McFarland,

Deputy Secretary.

[FR Doc. 94-9846 Filed 4-25-94; 8:45 am]

BILLING CODE 8010-01-P