Executive Compensation Disclosure; Securityholder Lists and Mailing Requests (Final Rule Release 33-7032)

17 CFR Parts 228, 229, and 240 [Release No. 33-7032; 34-33229] RlN 3235-AF92 58 FR 63010 11/29/93 Executive Compensation Disclosure; Securltyholder Usts and Mailing Requests AGENCY: Securities and Exchange I Commission. ·J ACTION: Final rules.

• t·
  4 SUMMARY: The Securities and Exchange Commission ("Commission") has adopted several refinements of, and . technical changes to, the executive compensation disClosure requirements I applicable to proxy and information statements, registration statements and periodic reports under the Securities Exchange Act of 1934 ("Exchange Act"), and to registration statements under the Securities Act of 1933 ("Securities "). These amendments are intended " 1nake compensation disclosure clearer, more comprehensive and more useful to shareholders. The release also addresses related questions_that have arisen under the proxy rules. DATES: Effective Date: These rules are effective November 29, 1993. Transition Provisions: The new rules are effective November 29, 1993, and any registrant may use the amended rules at any time thereafter. To facilitate a smooth transition, however, the following transitional provisions will be allowed by the Commission. Registrants are required to comply with the new rules for: (1) Any new registration statement under the Securities Act, and any new registration statement or periodic report under the Exchange Act filed on or after January 1, 1994; and (2)any new proxy or information statements filed on or after
• tuary 1, 1994, except that proxy or
  111formation statements filed with respect to the annual election of directors by registrants whose current fiscal year ends on or after December 15, 1993 are required to comply with the umended rules whenever filed. FOR FURTHER INFORMATION CONTACT:
  Gregg W. Corso, Paula Dubberly, Brian
  L. Henry or Thomas 1). Twedt at (202)
  2?2-3097, Division of Corporation · Fmance, Securities and Exchange Commission, 450 Fifth Street NW., Washington, DC 20549. · SUPPLEMENTARY INFORMATION: The Commission has adopted amendments to Item 402 of Regulation S-K 1and I 17 CFR 229.402. corresponding amendments to Item 402 of Regulation S-B,l as well as to Item 10 of Schedule 14A.3 These amendments modify the executive compensation disclosure requin1ments applicable to proxy and information statements,4 registration statements and periodic reports under the Exchange Act.~ and to registration statements under the Securities Act.6
  I. Introduction
  In October 1992, the Commission adopted extensive revisions to its rules governing disclosure of executive compensation in proxy and information statements as well as other Commission filings,7 In August 1993, the Commission reported on the results of the review by the Division of Corporation Finance ("Division") of filings during the initial proxy season after adoption of the new rules.s Based on that review, the Comniission proposed for comment several refinements to the executive compensation discloslire requirements,9 and certain technical amendments to such disclosure rules and the proxy rules. The amendments are being adopted, substantially as proposed.1o The Division plans to review the proxy statements of those registrants requested during the 1993 proxy season to make changes in future filings, as · well as proxy statements of additional registrants. To manage the review process to minimize delay in clearing preliminary proxy material, the staff may review definitive proxy statements even where the statement is filed in preliminary form. Registrants that wish to assure that any comments on their executive compensation disclosure are · received prior to delivery of the proxy· statement to shareholders may request 111 CFR 228.402. Throughout this release, whenever the requirements of Regulation S-Kare addressed, the discussion Is also applicable to analogous items of Regulation S-B. 317 CFR 240.14a-101,ltem 10.
• Throughout this release, any reference to proxy
  statement shall include an information statement required under Regulation 14C. '15 U.S.C. 7Ba et seq.

615 U.S.C. 77a et seq.

7 Release No. 33-6962 (October 16, 1992) (57 FR

48126), as corrected in Ralease No. 33-6966 1 (November 9, 1992) (57 FR 53985).

• Release No. 33-7009 (August 6, 1993) (58 FR
  42882) ("Proposing Release").
• Id.
  JOThe changes from the proposed rules include conforming changes to the Option/S.A.Rs column headings in all the applicable tables and clarification that the changes in instruction 9 to Item 402(c) apply to the binomial pricing model. The Commission received 40 letters of comment which may be inspected and copied at the ' Commission's Public Reference Room, 450 Fifth Street NW., Washington, DC 20549, File No. S7-23 93. staff review of their executive compensation disclosure prior to filing with the Commission. In order to ensure adequate time for staff review, drafts rnust be submitted to the attention of John Bernas, Securities and Exchange Commission, 450 Fifth Street NW., Mail Stop 3-7, Washington, DC 20549 at least 20 days before the date comments are necessary. II In order to review the draft, the staff would have to be provided all of the disclosure required by Items 402 and 404 of Regulation S-K and Item 10 of Schedule 14A. Submission of the entire draft proxy statement would not be necessary.
  II. Amendments to Item 402 of
  Regulation S-K and Item 10 of
  Schedule 14A
  A. Persons Covered
  Item 402(a)(3) previously required compensation disclosure of the CEO and each of the four most highly paid executive officers (whose compensation exceeded $100,000) employed at fiscal year end. Finding that these requirements provided an incomplete picture of the registrant's compensation package when highly paid executives departed prior to fiscal year end, the Cominission proposed to amend the rule to apply as well to any person who served as CEO during the latest fiscal year and any other executive officer who departed during such year but whose reportable salary and bonus would place them in the group of four highest paid executive officers. In determining the salary and bonus· reportable, the amounts to be included are those paid, earned or accrued..The amounts are not to be annualized for the period after departure. . Comments received on the proposal ranged from those who suggested the rule cover more executives to those who not only opposed but suggested reducing the named executives to three. Several of the commenters suggested that the departed executives beincluded but that the total number remain at ftve; some suggested that only departed CEOs be added to the table. After revu;w of the comments, the Commission has determined that the proposal silikes the right balance and is adopting the revisions as proposed.12
• "Registrants submitting thi$ Information
  electronically should use the document tag
• "CORRESP," which will ensure that the
  information remains non-public. Tho designated staff contact should be Informed of such an electronic submission. 12Jtems 402(a)(3)(i) and (iii) of Regulation S·-K (17 CFR 229.402(a)(3)(i) and (Iii)). 55 SEC DOCKET 1563

B. Restricted Stock Portfolio Information The proposal to require all registra1 nts to disclose year-end restricted stock holdings regardless of whether any such grants occurred during the period covered by the Summary Compensation
Table was supported by most
carnmenters. The amendment is a opted, as proposed.J3
C. Grant-Date Present Value l Based on its experience with the ' disclosures made with respect to grant
date valuations, the Commission proposed to require disclosure of specified assumptions and adjustments underlying a calculation using the Black-Scholes or binomial pricing model. The proposal reflected both the importance of the assumptions underlying the valuation as well as the clarity of the disclosure provided by those registrants that voluntarig disclosed assumptions during e last proxy season. Most commenters acknowledged the importance of the information. Some expressed concern over the potential liability. The Commission notes that the option value is a projection of a financial item entitled to safe harbor protections, as are the underlying assumptions.J4 The amendment is adopted as proposed." D. Performance Graph: Weighting of Self-Constructed Indices When re~istrants use a self￾constructe peer group index or a market capitalization index in the performance graph, the returns of each component company must be weighted according to their respective stock market capitalization.t6 Most commenters expressed strong support for the proposal to change the timing of the weighting from the end to the beginning of the period, as providing a more accurate measurement of total return. The amendment has been adopted, as proposed. E. Technical Amendments The Commission has adopted substantially as /r:posed the following technical amen ants to clarify the application of Item 402 and to correct certain inconsistencies in the rules. • The instruction to the Summary Compensation Table requiring restricted "Instruction 2 to Item 402(b)(2)(iv) of Regulation 5-I< (17 CFR 229.402(b)(2)(lv)). ~<Rule 175(c)(t) and {c)(4) (17 CFR 230.175(c)(1) and (c)(4)); Rule 3b-6(c)(1) and (c)(4) (17 CFR 240.31Hl(c)(1) and (c)(4)). "Instruction 9 to Item 402(c) of Regulation 5-I< (17 CFR 229.402(c)). 16 See Instruction IS to Item 402(1) of Regulation 5-I< (17 CPR 229.402(1)). 55 SEC DOCKET 1564 stock portfolio information has been revised to clarify that such holdings should be valued using the stock value at year end.11 · • The caption to column (b) to the Options Grants Table now reads:
"Number of Securities Underlying Options/SARs Granted."Js In addition, conforming changes were made to the appropriate captions in the Summary Compensation Table,J9 the Option Exercise Table20 and the Ten-year Option/SAR Repricin~s Table21, • It also has 6een c arified that estimated future f,aymits in the Long￾Term Incentive Pan Awards Table may be provided in dollars or in shares.22 • Disclosure regarding defined benefit or actuarial plans shall include the relationship of covered compensation to the annual compensation reported in the Summary Compensation Table.23 • The instructions to the performance graph have been revised to clarify that registrants must as.sume a fixed investment, stated in dollars (e.g., $100). in the stocks and indices plotted.24 • Instruction 3 to Item 10 of Schedule 14A ~ now correctly references paragraphs (a) or (b) to Rule 14a-6 u for the appropriate time to file. ·
lll. Other Issues
As part of the October 1992 proxy rule revisions, the Commission adopted certain amendments affecting the presentation of matters on the form of proxy.n Rule 14a-4 was revised to require an "unbundling" of groups of related matters in the form of proxy.28 The amended rule requires that each separate matter be clearly and impartially identified 29 and that the form of proxy provide for a separate vote on each matter presented.30 · Companies have asked whether in the case of shareholder approval of amendments to an existing 17lmtruction 2(a) of Item 402(b)(2)(lv) (17 CFR 229.402(b)(2)(iv)). ItItem 402(c)(1) of Regulation 5-K. column (b) (17 CFR 229.402(c)(1)). t9Jtem 402(b)(1) of Regulation 5-I<, column (g) (17 CFR 229.402(b)(1)). 2011em 402(d)(1) of Regulation 5-K. column (d) (17 CFR 229.402(d)(1)). 21 Item 402(1)(3)(1) of Regulation 5-I<, column (c) (17 CFR 229.402(1)(3)(1)). 22ltem 402(e)(2)(lv) of Regulation 5-K (17 CFR 229.402(e)(2)(lv)). 23ltem 402(1)(1)(ii)(A) of Regulation 5-K (17 CFR 229.402(1)(1)(11)(A)). lA Instruction 2 to Item 402(1) of Regulation 5-K (17 CFR 229.402(1)). 'll17 CFR 240.14a-101 (Sched)lle 14A, Item 10). 2617 CFR 240.14a-6. 27Release No. 34-31326 (October 22, 1992) (57 FR 48276). 28/d. at section H (57 FR 48276, 46287). 29Rule 14&-4(8) (17 CFR 240.14a-4(a)). 30Rule 14&-4(b)(1) (17 CFR 240.14&-4(b)(t)). compensation plan, the "separate matter" referred to in Rule 14a-4 applies to each amendment to the plan · or only the plan as amended. Registrants have been advised that it is appropriate to provide for a single vote on the plan, as amended, rather than a vote on each amendment in a given plan. There have also been questions about the need to file in preliminary form a proxy statement related to the amendment of an existing compensation planjursuant to Rule 14a-6(a).31 As note in the release adopting the amendments to the rules under section 16 of the Exchange Act,32 pro[:sals to amend an existing employee nefit plan do not require a registrant to file the proxy or information statement in preliminary form.33 This interpretati on is being codified in a companion release.34 Finally, questions have been raised as to the need for the Compensation Committee Repori to address the deductibility of executive compensation

• under the new provisions of the Internal
  Revenue Code.3' The report should in its discussion of executive compensation policies 36 address the registrant's policy with respect to qualifying compensation paid to its executive officers for deductibility r under section 162(m) of the Internal I Revenue Code.37 1 ~~ IV. Cost-Benefit Analysis No specific data were provided in response to the Commission's request regarding the costs and benefits of these amendments. The Commission believes that the benefits to be gained by amending the executive compensa\i disclosure rules to require registraxh. provide the enhanced information to shareholders as well as to clarify the disclosure requirements outweighs the costs associated with implementing these proposals.
  V. Summary of Final Regulatory

Flexibility Analysis

A final regulatory flexibility analysis

has been prepared regarding the

amendments in accordance with 5

U.S.C. 604. A copy of the analysis may

be obtained from Thomas D. Twedt,

Division of Corporation Finance, U.S.

''Rule 141Hl(a) (17 CFR 240.14a-6(a)).
3~ 15 u.s.c. 78p.
''Rule 148-6 (a) and (b) (17 CFR 240 .14&-8 (a) and (b)) and Releaw34-28869 (February 6, 1991) . (.56 FR 7242) at nota 244. ).0 Release No. 34-33232 (November 22, 1993). ( "Omnibus Budget RecondliaUon Act of 1993,

Pub. L. No. 10~6. Title Xlll (August 10, 1993).

!6 See Item 402(k)(1) of Regulation 5-1< (17 CFR

229.402(k)(1)).

l7 26 U.S.C. 162(m).

_j

Securities and Exchange Commission, January 1, 1994, except that proxy or 2. By amending§ 228.402 by revising 450 Fifth Street, NW.• Washington, DC information statements filed with paragraph {a)(Z); the table following
20549. A summary ofthe corresponding respect to the annual election of paragraph (b)(t); paragraph (b)(Z){iv)(B); ~ Initial Regulotory Flexibility Analysis directors by registrants whose current Instruction 2 to Instructions to Item
appears at 58 FR 42892 (Securities Act fiscal year ends on or after December 15, 402(b)(2)(1v); the table following I Release No. 7009). 1993 are required to comply with the paragrapp (c)(t)~ paragraph (c)(Z)(ii); the I amended rules whenever filed. table following paragraph (d}(l); VI. Effective Date paragraph (d)(2)(iv); and paragraph VII. Statutory Buis { The amendments .are effective upon (e)(2)(iv) to read as follows:
publication in the Federal R.egister, in The amendments contained herein are § 228.402 (Item 402) Executive accordance with the Administrative being adopted pursuant to sections 3(b), compensation. Procedure Act. which allows for 6, 7, 8, 10, and 19{a) of the Securities f. effectiveness in less than 30 days after Act and sections 12, 13, 14(a), 15(d) and (a) * * * publication, iniM alia, ".as provided by (2) Persons covered. Disclosure shall 23(a) of the Exchange Act. · be provided pursuant to this item for I List ofSubjects in 17 CFR Parts Z21, each of the following {the "named the agency for good cause found and published with the rule." 5 U.S.C.

553(d}(3). There is good cause for the 229 and 240 executive officers"):

amendments to become effective (i) All individuals serving as the Reporting and recordkeeping registrant's chief executive officer or imlll6diately in order to assure that this requirements, Securities. acting in a similar capacity during the ¢.e 1994 proxy season. improved disclosw:e will be in place for Text ofAmendments last completed fiscal year ("CEO"), Some registrants have indicated an regardless of compensation level; In accordance with the foregoing, interest in being able to satisfy the (ii) The registrant's four m-ost highly Title 17, chapter II ofthe Code of compensated executive officers other revised execu:tiva compensation Federal Regulations, is amended as requirements as soon as possible. · than the. CEO who were serving as follows: ·· executive officers at the end of the last them that option. Immediate effectiveness will afford completed fiscal year; and PART~NTEGRATED For other registtants. the Commission (iii) Up to two additional individuals DISCLOSURE SYSTEM FOR SMAll has provided transition provisions. for whom disclosure would have been BUSINESS ISSUERS provided pursuant to paragraph (a)(Zl(ii)

• the new rules for: {1) Any new of this item but for the fact that the Registrants are required to comply with

1. The authority citation for part 228
   registration statement under the continues to read as follow.s: individual was not serving as an Securities Act, and any new registration executive officer of the registrant at the Authority: 15 U.S.C. 77e, 77f. 77g, 77h, 77j, statement or periodic report under the end of the last completed fiscal year. 77k, 77s, 77aa(25), 77ae.{26), 77ddd, 77eee, Exchange Act filed on or after January 77ggg. 77hhh, 77jjj, 77nnn, 77sss, 781, 18m. * • * * • 1, 1994; and (2) any new proxy or 78n, 78o, 78w, 78ll, BOa-8. 80a-2!il, BOa..,JO, (b) .. * * information statements filed on or after SOa-37, BOb-11, unless otherwise noted. (1) .. * .. Name and principal position f ( (a)
   l CEO ·......................................
   t
   A .....................................................

) B ..................... ~·········-······ ..·· t
c ...........................................

' D ................-. ....................:..........

(2) * * *
(iv} * * *
SUMMARY COMPENSATION TABLE Annum~pensation . Vaar Sfsf .: Bonus ($) Other annual , . compensation ; ($. (b) (c) I (d) (a) - - -

• I
• I
• I
  -
  -
  -
• I
  I
• . ·- : . ~
  -
  -
  -.. ;. I·
  (B) The sum of the number of securities .underlying stock options granted. with or without tandem SARs. Lon~ term~ Awards RestriOO)(t stock award(s) {$) I (f) ' ] Payouts Securities un· derlylng op￾tiona/SARa L11Pr All ottwr com (#) $) pensation ($) (g) (h) (i) \ I ., t and the number of freestanding SARs · (column (g)); and

• • • • •
        55 SEC DOCKET 1565

Instructions to Item 402(b)(2)(iv) calci.!lated in the manner specified in of shares awarded and the vesting schedule; 1.• * • paragraph (b)(2)(1v)(A) ofthis item using the and
2. The registrant shall, in a footnote to the value uf the registrant's shares at the end of · c. Whether dividends will be paid on the
the last completed fiscal year: · restricted stock reported in column (t). Summary Cqmpensation Table (appended to column (t), if included), disclose: b. For any restricted stock award reported * * tt * • a. The number and value of the aggregate in the Summary Compensation Table that {c) * * • restricted stock holdings at the end of the last will vest, in whole or in part, in under three

completed fiscal year. The value shall be years from the date of grant, the total number (1).

• OPTIONISAR GRANTS IN LAST FISCAL YEAR
  [Individual Grants]
  Name
  Number of securities underlying options/ SARs granted (#) 1 Percent of total options/SARs granted to employees In fiscal year Exercise or base price ($/Sh) Expiration date (a) (b) (c) (d) (e) CEO ..... , ................................................... .
  A ..............................................; ....... .........
  B .............................................................. . c ............................................................... D .............................................................. . (2) ••• (ii) number of securities underlying (d) • , * option/SARs granted (column (b)). (1) * * ,
• • • * *
    AGGREGATED OPTIONISAR EXERCISES IN LAST FISCAL YEAR AND FY-END OPTION/SAR VALUE$ Name Shares acquired on exercise (#) Value realized ($). I Number of securities underl ng vnexetclse~options/ SARs at ·FY-and (#) Exercisable/ Unexercisable ' Value of unexorcl 1 In-the-money op￾tions/SARs at FY￾end($) Exerclsable/ Unexercisable (a) (b) (c) (d) (e)
    CEO ......................................................................... 1
    A ............................................................................. .. B ............................................................................. ..
    c .............................................................................. ·o ..............................................................................
    (2) : • *
    (iv) The total number of securities underlying unexercised options and SARs held at the end of the last completed fiscal year, separately identifying the exercisable and unexercisable options and SARs (column (d)); and

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(e) • • *
(2) * ••
(iv) For plans not based on stock price, the dollar value of the estimated payout,-the number of shares to be awarded as the payout or a range of estimated payouts denominated in dollars or number of shares under the award (threshold, target and maximum amount) (columns (d) through (f)).

• * * * *
  PART22~TANDARD
  INSTRUCTIONS FOR FlUNG FORMS UNDER SECURITIES ACT OF 1933, SECURITIES EXCHANCE ACT OF 1934 AND ENERGY POUCY AND CONSERVATION ACT OF 1975 REGULATION 8-K . . .

3. The authority citation for part 229
   continues to read in ~art 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, 781, 78m, 78n, 78o; 78w, 78ll(d), 79e, 79n, 79t,80a-8,80a-29,80a-30,80a-37, 80b-11, unless otherwise ·noted.

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4. By amending § 229.402 by _revising
   paragraph (a)(3); the table following paragraph (b)(1); paragraph (b)(2)(iv)(B); · Instruction 2 to Instructions to Item · 402(b)(2)(iv); the table following paragraph (c)(l); paragraph (c)(2)(ii); Instruction 9 to Instructions to Item 402(c); the table following paragraph (d)(1); paragraph (d)(2)(iv); paragr&} . (e)(2)(iv); paragraph (f)(1)(ii)(A); the
   table following paragraph (i)(3)(i);
   paragraph (i)(3)(ii)(C); and Instruction 2 and Instruction 5 to Instructions to Item 402(1) to rea:d as follows:
   § 229.402 (Item 402) Executive compensation. (a) " * * (3) Persons covered. Disclosure shall be provided pursuant to this item for each of the following (the "named executive officers"):
   (i} All individuals serving as the registrant's chief executive officer or acting in a similar capacity during the last completed fiscal year ("CEO"), regardless of compensation level; (ii) The registrant's four most highly compensated executive officers other than the CEO who were serving as executive officers at the end of the last completed fiscal year; ~d 55 SEC DOCKET 1566

• • • •
• • •
  I
  (iii) Up to two additional individuals for v. t. ,;n disd ·•~ _J tJ would have been provided pursuant to paragraph {aj(Jl(ii) of this itmn but for the fact that the (b) ••• individual was nat sarving as an executive officer of th& registrant at the (1) •• * end ofthB la6t completed fiscal year.

• • • • •
      SUUMARY COUPEHsATION TABLE ' Name and principal position Year Salary ' {$~ (a) I (b) (c)
      CEO .......................................

• I"
  ' I A ...........................................
  I
  I
  B ...........................................
  I
  c ...........................................
  f'
  )
  ' D ........... .... ..._, ........................

'
(2) .. * *
(iv) * '" *
(B) The sum of the number of securities underlying stock options granted, with or without tandem SARs, and the number of freestanding SARs (column (g)); and Instructions to Item 40Z(b)(2)(iv) ~ - Annual canpensat!Qn . Long term eompemation I I Awards I OlheraMUal Bonus compensation Restricted {$) ($) stock award{s) (d) (e) (f) - - -

• I
• 'I I

-

• I
  -
• I
  -
  -
  -
  - t.• ••

2. The registrant shall, in a footnote to the
   Suirunary Compensation Table (appended to column (f), if included), disclose; a. The number and value of the a.ggregate restricted stock holdings at the end of the la5t completed fiscal year. The value shall be calculated in the manner specified in paragraph (b)(2)(iv)(A) of this item using the value of the registrant's shares at the end of the last completed fiscal year; OPTION/SAR GRANTS IN lAST FISCAL YEAR imtvldual granls ( ~of Pen:at't ol sacurities tm total options/ Name I derlying .op- SARa granted tlons/SARs to employees granisd (#) in fiscal year Payouts Securities All other com￾pensation ($) ~~~s LTIP ~ayouts (#) $} (g) (h) (i) b. For any restricted stock award reported in the Summary Compensation Table that will vest, in whole or in part, in under three years from the date of grant, the total number of shares awarded and the vestin,g schedule; and
   c. Whether dividentb wiH be paid on the
   restrict~ stock reported in column{~.

• • ... "
  {c) ... " "
  {1) * ...
  (a) (b) I {c) ' (d) .(a)
  CEO ···---·-..·--..·---·--· A ··· · ···~-........................ .. _____-·--· B ·······················-····---··.................... c ......................................_ ........_ ! D .................................................... '. (f) (g) (f) I ' I Potential reallzable w1ue at assumed annual rates ol .toe~< :I price appreciation for option teml Elce!ds•of A)temati\18 b {f) and (g):
  gran! data value
  Explrati)1"1

~~ date
Grant date
5% ($) 10% {$) present value I $
(2) ....
(ii) Number of secu:rities underlying option/SARs ~ted {column (b)).

• .. .. .. •
• ..

9. Wh.ere tho ~tcbOo5es to UBe the
   grant-date nluation albtmatiw Jpecified In paragraph {c)(2t{vi){B) ofthis lim!. the valuatioa shall be footDOted to das.cdbe the valuation method used Where ~registrant has used a variation olthe BJadc-scboles or binomial DptioD. prldDsmooelo the desctipti® shalUdantify the use ofsuch

• pricing model and describe the assumptions
  used relating to the expected vulatiUty, risk￾free rate ofteturn, dividend yield and time of exercise. Any adjwtments for non￾transferability or risk of forfeiture als.o shall be disclosed. In the event another valuation method is . used, the registrant is required to 55 SEC DOCKET 1567

l'' • rI II
'II describe the methodology as well as any (d) • * • material assumptions. (1) •• *

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AGGREGATED 0PTIONISAA EXERCISES IN lAST FISCAL YEAR AND FY-END OPTIONISAA VALUES I, Number of securities ·vruua of unexercised 1 underlying In-the-money op￾Name

• Shares acquired on
  exercise (#) Value realized ($) w:~exercised optio"s/ SARs at FY·and (#) Exercisable/ Unexercisable 1lonsiSARs'at PI￾end .(.$) Exercisable! Unexerclsabla (a) (b) . (c) (d) (a)
  CEO .........................................................................
  A ............................................................................... . B ...............................................................................
  c .......................................................-..................... D ................·...............................................................
  I Length of i ' Number of Marl<~rice Exercise I origlrial op- securities un of st at price at time tlon term re- I deriylng op- time of re- New exerclss Name I Date of repricing malnlnpat tlons/SARs pricing or · price($) I orame~ data o re· repriced or amendment ment ($) pricing or amended(#) ($) amendment I I ' (a) (b) (c) (d) (e) (f) (2) * * * (iv) The total number of securities Wlderlying unexercised options and SARs held at the end of the last completed fiscal year, separately identifying the exercisable and unexercisable options and SARs (column (d)); and

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(e) * * *
(2) * * *
(iv) For plans notbased on stock price, the dollar value of the estimated payout, the number of shares to be awarded as the payout or a range of estimated payouts denominated in dollars or number of shares under the award (threshold, target and maximum amoWlt) (columns (d) through (f)).

• • • • •
        (0 Defined Benefit or Actuarial Plan Disclosure (1) * * * (ii) * * * (A) The compensation covered by the plan(s), including the relationship of such covered compensation to the annual compensation reported in the TEN·YEAR OPTIONISAA AEPRICINGS Summary Compensation Table req1 by paragraph (b)(2)(iii) of this item, and state the current compensation covered by the plan for any named executive officer whose covered compensation differs substantially (by more than 10%) from that set forth in the annual compensation columns of the Summary Compensation Table;

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(i) * * *

(3)(i) * * *

(ii) * * *

. (C) The number of securities

underlying replacement or amended options or SARs (column (c)}; .

• • • "' "'
      (1) * ·* "'
      Instructions to Item 402(1)

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2. In constructing the graph:
   (a) The closing price at the measurement point must be converted into a fixed investnient, stated in dollars; in the registrant's stock (or in the stocks represented by a given index), with cumulative returns for each subsequent fiscal ye_ar measured as a change from that investment; and (b) Each fiscal year should be plotted with points showing the cumulative total ~urn as of that point. The value of the investment as 9f each point plotted on a given return line 55 SEC DOCKET 1568

is the number of shares held at that point multiplied by the then-prevailing share price.

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5. If the registrant uses a peer issuer(s)
comparison or comparison with issuer(s) with similar market capitalizations, the identity of those issuers must be disclosed and the returns of each component issuer of the group must be weighwd according to the respective issuer's stock market capitalization at the beginning of each period for which a return is indicated.
PART 24o-GENERAL RULES AND
REGULATIONS, SECURITIES
EXCHANGE ACT OF 1934
5. The authority citation for part 240
continues to read in part.as follows:
Authority: 15 U.S.C. 77c, 77d. 77g, 77j, 77s, 77eee, 77ggg, 77nnn, 77sss, 77ttt, 78<:, 78d, 7.8i, 78j, 78/, 78m, 78n, 78o, 78p, 78s, 78w, 78x, 781/(d), 79q, 79t, aoa- 20, 80&-23; 80a- 29, BOa-37, BOb-3, BOb-4 and 80b-11, unless-otherwise noted.

• • • " *
      6. By amending§ 240.14a-101 by

revising Instruction 3 to Item 10 of

Schedule 14A to read as follows:

§240.148-101 Schedule 14A.Informatlon required In proxy statement.
SCHEDULE 14A INFORMATION

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Item 10. Compensation Plans.
. • * · • * *
Instructions

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3. Ifthe plan to be acted upon is set forth
   in a written document, three copies thereof shall be filed with the Commission at the time copies of the proxy statement and form

I
I
! I of proxy are first filed pursuant to paragraph (a) or (b) of§ 240.141Hl.

• • • • •
        Dated: November 22, 1993.
        By the Commission.
        Margaret H. McFarland,
        Deputy Secretary.
        (FR Doc. 93-29110 Filed 11-26-93; 8:45am) BILLING CODE 101D-01_,. SECURITIES .EXCHANGE ACT OF 1934

Release No. 34-33223 I November 19, 1993

ADMINISTRATIVE PROCEEDING

File No. 3-7997

ORDER MAKING FINDINGS AND

In the Matter of IMPOSING REMEDIAL SANCTIONS

• PURSUANT TO SECTlONS 17A(c) (3)

LIBERTY TRANSFER COMPANY AND 21C OF THE S~CURITIES GERALD J. PIFFATH EXCHANGE ACT OF 1934

I.
In connection with public administrative proceedings

instituted March 25, 1993, pursuant to Sections 17A(c) (3) and 21C

of the Securities Exchange Act of 1934 ("Exchange Act"), Liberty

Transfer Company ("Liberty,.) and Gerald J. Piffath ("Piffath")

have submitted an Offers of Settlement which the Commission has

deterrnined .to accept. Solely for the purpose of these

proceedings, and any other proceedings brought by or on behalf of

the Commission or to which the Commission is a party, and without

admitting or denying the findings contained in thi.s Order Making

Findings and Imposing Remedial Sanctions ( 11 0rder"), Piffath

consents to the findings and the remedial sanctions eet forth

below. ·

II.
On the basis of the Order and the Offers of Settlement of

Liberty and Piffath, it is found that:

A. Liberty is located at 191 New York Avenue, Huntington,

New York, is a sole proprietorship owned by Piffath.

Liberty has been registered with the Commission, pursuant to '·

Section 17A(c) of the Exchange Act, as a transfer agent

since July 14, 1988.

B. Piffath has been doing business as Liberty since August

1986, and has served as its Senior Trust Officer.

C. From on or about July 14, 1988 to the present, Piffath

has been the controlling person of Liberty. As the sole

proprietor and Senior Trust Officer o: Liberty, Piffath has

55 SEC DOCKET 1569

.....