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Exchange Act of 1934 - Section 12(g)No Action, Interpretive and/or Exemptive Letter:Federal Home Loan Mortgage CorporationJuly 12, 2002
Response of the Office of the Chief Counsel
Based on the facts presented in your letter, the Division of Corporation Finance concurs in the views expressed in your letter regarding the effect of voluntary registration under Section 12(g) of the Securities Exchange Act of 1934 on the treatment of Freddie Mac and its securities under the Securities Act of 1933, the Exchange Act and the Trust Indenture Act of 1939. The Division of Market Regulation has asked us to inform you that, based on the facts presented in your letter, the Division of Market Regulation concurs in the views expressed in your letter regarding the effect of voluntary registration under Section 12(g) of the Exchange Act on the treatment of Freddie Mac and its securities under the Exchange Act. The Division of Investment Management has asked us to inform you that, based on the facts presented in your letter, the Division of Investment Management concurs in the views expressed in your letter regarding the effect of voluntary registration under Section 12(g) of the Exchange Act on the treatment of Freddie Mac and its securities under the Investment Company Act of 1940. The above positions are based solely on the facts presented in your letter. Any different facts or circumstances might require another conclusion. Sincerely,
Martin P. Dunn Incoming Letter:July 12, 2002 VIA FAX AND COURIER
Martin P. Dunn, Esq. Dear Mr. Dunn: As we have indicated previously, Freddie Mac is considering registering voluntarily its common stock under Section 12(g) of the Securities Exchange Act of 1934 ("Exchange Act"). While we already make available to investors a very substantial amount of information through periodic disclosures, we are not required to file periodic reports with the SEC because our Charter Act provides that all securities issued or guaranteed by Freddie Mac "shall, to the same extent as securities that are direct obligations of or obligations guaranteed as to principal or interest by the United States, be deemed to be exempt securities within the meaning of the laws administered by the Securities and Exchange Commission." Voluntary Exchange Act registration will obligate Freddie Mac, pursuant to Section 13 and the rules thereunder, to file periodic reports with the SEC. Voluntary Exchange Act registration will also subject Freddie Mac to the provisions of the Exchange Act, and to the SEC's enforcement jurisdiction thereunder, applicable to issuers with securities registered under Section 12(g), except where the Exchange Act or the rules thereunder explicitly exclude "exempted securities." Once the registration of our common stock becomes effective, the only means for termination of our Section 12(g) registration will be as provided in Section 12(g)(4) and Exchange Act Rule 12g-4. Freddie Mac also will recommend that our Board of Directors adopt an amendment to our Bylaws to the effect that Freddie Mac shall take no action in furtherance of termination of Exchange Act registration without unanimous action of all members of our Board of Directors then in office. In connection with voluntary registration of our common stock under the Exchange Act, we are seeking the staff's concurrence with our views that voluntary registration will not cause any alteration of the existing treatment of Freddie Mac with regard to whether:
We are also seeking the staff's concurrence with our view that, once our registration under Section 12(g) is effective:
If you have any questions on any of these issues, please do not hesitate to contact us. All of us at Freddie Mac are looking forward to working with you on our voluntary registration and required continuing disclosures. Very truly yours,
Stephen L. Dinces
http://www.sec.gov/divisions/corpfin/cf-noaction/freddiemac071202.htm
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