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

Open Meeting Agenda
Wednesday, October 18, 2006, 10:00 a.m. EDT

Agenda as of October 16, 2006. Note that Open Meeting agendas are subject to last-minute changes.

Item 1: Amendments to the Tender Offer Best-Price Rule
Office:  Division of Corporation Finance
Staff:  Mauri L. Osheroff, Brian V. Breheny, Mara L. Ransom

Item 1: Amendments to the Tender Offer Best-Price Rule

The Commission will consider whether to adopt amendments to the best-price rule for issuer and third-party tender offers under the Securities Exchange Act of 1934. The amendments would clarify that the best-price rule applies only with respect to the consideration offered and paid for securities tendered in a tender offer and should not apply to consideration offered and paid according to employment compensation, severance or other employee benefit arrangements entered into with security holders of the issuer or subject company.

For further information, please contact Mara L. Ransom, Special Counsel, Office of Mergers & Acquisitions, Division of Corporation Finance, at (202) 551-3440.



Modified: 10/16/2006