U.S. Securities & Exchange Commission
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U.S. Securities and Exchange Commission

Securities Act of 1933, Section 5
Securities Exchange Act of 1934, Rule 13e-4(f)

July 26, 2010

Response of the Office of Chief Counsel
Response of the Office of Mergers and Acquisitions
Division of Corporation Finance


Computershare Trust Company, N.A.
Incoming letter dated July 21, 2010

Capitalized terms have the same meanings as defined in your letter.

Based on the facts presented and representations made in your letter, the Division will not object if persons who are affiliates of the Appointing Issuers within the meaning of Rule 144(a)(1) under the Securities Act sell Appointing Issuer securities through a CIP, in reliance upon your opinion as counsel that an exemption from the registration requirements of the Securities Act would be available for these transactions. We note in particular that, with the exception of affiliate participation, the CIP otherwise will be structured and administered in accordance with the Bank-Sponsored Investor Services Programs (Sept. 14, 1995) and The Securities Association (Oct. 24, 1997) no-action letters.

We also note your representations that Computershare and the Appointing Issuers have established procedures and controls, similar to those contained in the Harris Corporation (June 30, 1999) no-action letter, to ensure compliance with Securities Act Rule 144 safe harbor conditions and Section 16 of the Exchange Act when any affiliate sells shares through a CIP. You have not asked, and the staff expresses no view, as to the adequacy of these procedures and controls for purposes of either Rule 144 or Section 16 and the rules thereunder.

The Commission hereby grants an exemption from Rule 13e-4(f)(6) under the Exchange Act to permit CIP purchases on behalf of affiliates of Appointing Issuers during the ten business day period after a tender offer by an Appointing Issuer for its own securities. In granting this relief, we note that purchases through a CIP for the account of affiliates will be limited solely to dividend reinvestment.

You have not requested any advice regarding the application of Section 15(a) of the Exchange Act, and, accordingly, the Division of Trading and Markets asked us to inform you that it is not addressing that issue at this time.

These positions are based on the representations made to the Division in your letter. Any different facts or conditions might require the Division to reach a different conclusion. In addition, we direct your attention to the anti-fraud and anti-manipulation provisions of the federal securities laws, including Sections 10(b) and 14(e) of the Exchange Act and Rule 10b-5 thereunder. The participants in these transactions must comply with these and any other applicable provisions of the federal securities laws.

This response expresses the Division's positions on enforcement action only and does not express any legal conclusions on the questions presented.


Kim McManus
Special Counsel
Division of Corporation Finance

For the Commission,
By the Division of Corporation Finance,
Pursuant to delegated authority,

Michele M. Anderson
Michele M. Anderson
Division of Corporation Finance

Incoming Letter:

The Incoming Letter is in Acrobat format.


Modified: 07/27/2010