Ownership Reports and Trading by Officers, Directors and Principal Security Holders; Correction

SECURITIES AND EXCHANGE COMMISSION

17 CFR Part 240

[Release Nos. 34-36356A; 35-26389A; IC-21406A; File No. S7-21-94] RIN 3235-AF66

Ownership Reports and Trading by Officers, Directors and Principal Security Holders; Correction

AGENCY: Securities and Exchange Commission.

ACTION: Correction to proposed rules.

SUMMARY: This document contains a correction to the alternative proposed amendment to Securities Exchange Act Rule 16b-3 that was published on October 17, 1995 (60 FR 53832).

DATES: Comments should be received on or before December 15, 1995.

ADDRESSES: Comments should be submitted in triplicate to Jonathan G. Katz, Secretary, Securities and Exchange Commission, 450 Fifth Street, N.W., Washington, D.C. 20549. Comment letters should refer to File No. S7-21-94. All comments received will be available for public inspection and copying in the Commission's Public Reference Room, 450 Fifth Street, N.W., Washington, D.C., 20549.

FOR FURTHER INFORMATION CONTACT: Anne M. Krauskopf at (202) 942-2900, Division of Corporation Finance, Securities and Exchange Commission, 450 Fifth Street, N.W., Washington, D.C. 20549.

SUPPLEMENTARY INFORMATION: On October 11, 1995, the Commission proposed amendments to the rule that exempts certain employee benefit plan transactions from the short-swing profit recovery provisions of Section 16(b) 1 of the Securities Exchange Act of 1934 (“Exchange Act”) 2 that would broaden the exemption and extend it to other transactions between issuers and their officers and directors.3 As published, the text of the proposed amended rule inadvertently omitted from the shareholder approval standard of Alternative Proposed Rule 16b-3(c)(1)(ii) the requirement that, where a meeting is held, the vote be of the majority of the securities of the issuer present, or represented, and entitled to vote at the meeting. It is the Commission's intention that the procedural standards for obtaining shareholder approval for purposes of Alternative Proposed Rule 16b-3(c)(1)(ii) would remain the same as currently required under Rule 16b-3(b).4

[1] 15 U.S.C. 78p(b).

[2] 15 U.S.C. 78a et seq. (1988).

[3] Release No. 34-36356 (Oct. 17, 1995) [60 FR 53832].

[4] 17 CFR 240.16b-3(b).

Accordingly, the proposed rule that would exempt transactions between issuers and their officers and directors that was the subject of FR Document 95-25626 is corrected as follows:

PART 240—[CORRECTED]

On page 53840, in the first column, paragraph (c)(1)(ii) of proposed Sec. 240.16b-3 is revised to read as follows:

Sec. 240.16b-3 Transactions between an issuer and its officers or directors.

---

(c) * * *

(1) * * *

(ii) The transaction is approved or ratified, in compliance with section 14 of the Act, by either: the affirmative votes of the holders of a majority of the securities of the issuer present, or represented, and entitled to vote at a meeting duly held in accordance with the applicable laws of the state or other jurisdiction in which the issuer is incorporated; or the written consent of the holders of a majority of the securities of the issuer entitled to vote, provided that such ratification occurs no later than the date of the next annual meeting of shareholders; or * * * * *

Dated: October 20, 1995.

By the Commission. Margaret H. McFarland, Deputy Secretary.

[FR Doc. 95-26576 Filed 10-25-95; 8:45 am]

BILLING CODE 8010-01-P