SECURITIES AND EXCHANGE COMMISSION
17 CFR Parts 239, 240, 249 and 269
[Release No. 33-7424; 34-38771; 35-26733; 39-2354; IC-22727]
Amendments to forms and schedules to remove voluntary provision of Social
Security numbers
AGENCY: Securities and Exchange Commission.
ACTION: Final rules.
SUMMARY: The Securities and Exchange Commission is adopting revisions to
forms and schedules filed under the Securities Act of 1933, the Securities
Exchange Act of 1934, related provisions of the Investment Company Act of
1940 and the Public Utility Holding Company Act of 1935, and the Trust
Indenture Act of 1939, to eliminate the portion of those forms that
requests filers who are natural persons to furnish their Social Security
numbers.
EFFECTIVE DATE: The rule revisions are effective July 1, 1997.
FOR FURTHER INFORMATION CONTACT: Marija Willen, Regulatory Counsel,
Division of Corporation Finance, (202) 942-1805; Richard C. Strasser,
Special Counsel, Division of Market Regulation, (202) 942-0073, U.S.
Securities and Exchange Commission, Washington, D.C. 20549.
SUPPLEMENTARY INFORMATION: The U.S. Securities and Exchange Commission
(the "Commission") is adopting amendments to the following forms and
schedules under the Securities Act of 1933 (the "Securities
Act"),<(1)> the Securities Exchange Act of 1934 (the "Exchange
Act"),<(2)> and the Trust Indenture Act of 1939 (the "Trust Indenture
<(1)> 15 U.S.C. 77a et seq.
<(2)> 15 U.S.C. 78a et seq.
Act"):<(3)> Form 144;<(4)> Schedule 13D;<(5)> Schedule
13G;<(6)> Schedule 14D-1;<(7)> Form 3;<(8)> Form
4;<(9)> Form 5;<(10)> Form MSD;<(11)> Form TA-
1;<(12)> and Form T-2.<(13)>
I. DISCUSSION
Commission rules and regulations require the filing and public
disclosure of information by natural persons as well as corporate and other
entities. The Commission is amending forms that request individual filers
to disclose their Social Security numbers. These forms will no longer
include any reference to Social Security numbers, and as appropriate, the
forms will be revised to delete the portion of the form where filers
included this information.
The Commission is taking this action in response to increasing concern
about the improper use of Social Security numbers for access to otherwise
non-public information.<(14)> The forms on which individuals can
<(3)> 15 U.S.C. 77aaa - 77bbb.
<(4)> 17 CFR 239.144.
<(5)> 17 CFR 240.13d-101.
<(6)> 17 CFR 240.13d-102.
<(7)> 17 CFR 240.14d-100.
<(8)> 17 CFR 249.103.
<(9)> 17 CFR 249.104.
<(10)> 17 CFR 249.105.
<(11)> 17 CFR 249.1100.
<(12)> 17 CFR 249b.100.
<(13)> 17 CFR 269.2.
<(14)> Some of the forms being amended also call for
disclosure of the I.R.S. identification number of the
filing party -- in most cases on a voluntary basis --
if the filing party is an entity rather than an
individual. The forms as amended retain this
information. The disclosure of I.R.S. identification
number of entities does not raise the same concerns as
Social Security numbers. In fact, a number of the
Commission's forms require disclosure of the I.R.S.
identification number of the filing party.
======END OF PAGE 2======
disclose their Social Security numbers are available to the public. In the
past, this has not led to significant abuse. However, with the growth of
the EDGAR database and its availability to millions of viewers on the
Commission's web site, the Commission is concerned that these numbers are
too readily available. This is especially true where impersonal electronic
commercial transactions made possible by recent developments in technology
encourage potential impostors. The Commission has determined that the
usefulness of Social Security numbers filers voluntarily provide on these
forms is outweighed by the risk of misuse created by the disclosure of
those numbers.
A Social Security number can be the key to obtaining personal and
private information about individuals. In recent years, the use of Social
Security numbers as a universal identifier has increased significantly.
With a Social Security number and certain other publicly-available
information, it is possible to retrieve sensitive personal and financial
information about people from a variety of sources, both legal and illegal.
These sources include the Internet, which has increased both the amount and
type of information available and the level of concern about the privacy of
personal information.
Generally, the forms that the Commission is amending do not require
that filers disclose their Social Security numbers. The forms include
cautionary notes stating that the information is public and explaining how
it may be used. For example, Social Security numbers may be used to help
to identify filers. Because the forms make the inclusion of the number
voluntary, however, some filers include the number and some do not. As a
result, Social Security numbers cannot be used as a consistent mechanism
======END OF PAGE 3======
for tracking the information provided about individuals in the Commission's
forms. The Commission staff, and others who analyze the information
disclosed in the forms, must use other means to track the individuals for
analysis of the information. The Social Security number is not otherwise
necessary for the evaluation of the information disclosed.
At this time, the Commission will continue to request that filers
voluntarily disclose Social Security numbers on three Exchange Act forms:
Form BD (uniform application for registration as a broker-dealer or to
amend such an application), Form BDW (notice of withdrawal from
registration as a broker-dealer) and Form X-17A-19 (report by national
securities exchanges and registered national securities associations of
changes in the membership status of any of their members). These forms are
used not only by the Commission but also by state regulators and self-
regulatory organizations. Other users of the forms have independent
authority to establish their own forms and have determined that Social
Security numbers are useful for their purposes. Historically, they have
not supported amending the forms to remove the request for Social Security
numbers. Because it is important that these forms remain uniform, the
Commission has decided to continue to request that filers voluntarily
disclose Social Security numbers on these forms. Currently, these forms
are not filed on EDGAR or disseminated over the Internet. Should the
information begin to be published on the Internet, the issue will need to
be reconsidered by the Commission and by the other users of the forms.
In addition, the Commission is not now amending Forms ADV (uniform
application for registration as an investment adviser or to amend such
application) and ADV-W (notice of withdrawal from registration as an
======END OF PAGE 4======
investment adviser), which are filed by investment advisers under the
Investment Advisers Act of 1940.<(15)> These forms, like those
mentioned in the previous paragraph, are used by state regulators as well
as the Commission. Forms ADV and ADV-W are not available on EDGAR or on
the Internet. The Commission currently is reviewing Forms ADV and ADV-W
and anticipates proposing substantial revisions to the forms. In
connection with the review process, the Commission will consider
eliminating Social Security numbers from the forms. State regulators have
independent authority to establish their own forms, however, and may
determine that Social Security numbers are useful for their purposes. The
Commission, therefore, may decide to continue to request that filers
voluntarily disclose Social Security numbers on Forms ADV and ADV-W so that
the forms remain uniform.
II. EFFECTIVE DATE
These changes are effective on the date of their publication in the
Federal Register. The Commission's Publications Unit is printing new
forms. The current forms will continue to be valid, but filers using those
forms are requested not to include their Social Security numbers.
III. CERTAIN FINDINGS
Since the amendments to the forms and schedules to delete the
voluntary provision of Social Security numbers relate solely to agency
organization, procedure, or practice, publication for notice and comment is
not required under the Administrative Procedure Act.<(16)> It
<(15)> 15 U.S.C. 80b-1 - 80b-21.
<(16)> 5 U.S.C. 553(b).
======END OF PAGE 5======
follows that the requirements of the Regulatory Flexibility Act<(17)>
do not apply.
The rules relating to the disclosure of Social Security numbers are
effective upon publication in the Federal Register. The Commission finds
that there is good cause to dispense with the 30-day delay between
publication and effectiveness normally required by the Administrative
Procedure Act.<(18)> There would be no hardship imposed on the
filers of the affected forms, since the amendments simply would eliminate
space on the forms for information that filers were providing voluntarily
for the Commission's use, or on users of the information since the Social
Security number information has been provided voluntarily. Balancing the
possible harm to filers from the disclosure of their Social Security
numbers against any possible hardship to filers or investors and other end-
users, the Commission finds good cause for making these rules immediately
effective.
The amendments to these forms do not come within the scope of the
Paperwork Reduction Act of 1995<(19)> because the amendments are not
a substantive or material change to a collection of
information.<(20)>
Under 5 U.S.C. 804, this rule is exempt from the definition of the
term "rule" for purposes of Chapter 8, entitled "Congressional Review of
Agency Rulemaking," since the rule is a rule of agency organization,
<(17)> 5 U.S.C. 601-612.
<(18)> 5 U.S.C. 553(d).
<(19)> 44 U.S.C. 3501 et seq.
<(20)> 5 C.F.R. 1320.5(g).
======END OF PAGE 6======
procedure, or practice that does not substantially affect the rights or
obligations of non-agency parties.
Section 23(a)(2) of the Exchange Act<(21)> requires the
Commission to consider the anti-competitive effects of any rules it adopts
thereunder, and to balance them against the benefits that further the
purposes of the Act. Because the amendments here do not effect any
substantive change, they do not have any anti-competitive effects.
IV. COST-BENEFIT ANALYSIS
Because these amendments are procedural rules, and will impact the
Commission rather than any filer, a traditional cost-benefit analysis
appears unnecessary. The amendments will benefit individual filers by
eliminating the possibility of the disclosure of confidential information
and there do not appear to be any significant costs to the public as a
result of making these changes.
Furthermore, Section 2 of the Securities Act<(22)> and Section 3
of the Exchange Act,<(23)> as amended by the recently enacted
National Securities Markets Improvement Act of 1996,<(24)> provide
that whenever the Commission is engaged in rulemaking and is required to
consider or determine whether an action is necessary or appropriate in the
public interest, the Commission also shall consider, in addition to the
protection of investors, whether the act will promote efficiency,
competition, and capital formation. Because the amendments will help to
protect individual filers from the disclosure of otherwise confidential
<(21)> 15 U.S.C. 78w(a)(2).
<(22)> 15 U.S.C. 77b.
<(23)> 15 U.S.C. 78c.
<(24)> Pub. L. No. 104-290, 106, 110 Stat. 3416 (1996).
======END OF PAGE 7======
information, the amendments are in the public interest and will not affect
efficiency, competition or capital formation.
V. STATUTORY BASIS
The amendments to Form 144 are being adopted by the Commission
pursuant to Sections 2(11), 4(1) and 19(a) of the Securities Act. The
amendments to Schedule 13D, Schedule 13G, Schedule 14D-1, Form 3, Form 4
and Form 5 are being adopted by the Commission pursuant to Sections
3(a)(11), 3(a)(12), 3(b), 9(b), 10(a), 12(h), 13, 14, 16 and 23 of the
Exchange Act. As Forms 3, 4 and 5 relate to the Investment Company Act of
1940<(25)> and the Public Utility Holding Company Act of
1935,<(26)> the changes to those forms are also adopted pursuant to
Investment Company Act Sections 30 and 38 and Public Utility Holding
Company Act Sections 17 and 20, respectively. The amendments to Form MSD
are being adopted by the Commission pursuant to Sections 15, 15B(a), 17(a)
and 23(a) of the Exchange Act. The amendments to Form TA-1 are being
adopted by the Commission pursuant to Sections 17, 17(A)(c) and 23(a) of
the Exchange Act. The amendments to Form T-2 are being adopted pursuant to
the authority set forth in Sections 304, 305, 307, 308, 310, 314 and 319 of
the Trust Indenture Act.
List of Subjects in 17 CFR Parts 239, 240, 249 and 269
Reporting and recordkeeping, Securities.
TEXT OF THE AMENDMENTS
<(25)> 15 U.S.C. 80a-1 et seq.
<(26)> 15 U.S.C. 79a et seq.
======END OF PAGE 8======
In accordance with the foregoing, Title 17, Chapter II of the Code of
Federal Regulations is amended as follows:
PART 239 -- FORMS PRESCRIBED UNDER THE SECURITIES ACT OF 1933
1. The authority citation for part 239 continues to read, in part,
as follows:
Authority: 15 U.S.C. 77f, 77g, 77h, 77j, 77s, 77z-2, 77sss, 78c,
78l, 78m, 78n, 78o(d), 78u-5, 78w(a), 78ll(d), 79e, 79f, 79g, 79j, 79l,
79m, 79n, 79q, 79t, 80a-8, 80a-29, 80a-30 and 80a-37, unless otherwise
noted.
* * * * *
2. By amending Section 239.144, paragraph (c), by revising the
second and last sentences to read as follows:
Section 239.144. Form 144, for notice of proposed sale of securities
pursuant to Section 230.144 of this chapter.
* * * * *
(c) * * * Disclosure of the information specified in this form is
mandatory before processing notices of proposed sale of securities under
Section 230.144 of this chapter. * * * Failure to disclose the
information requested by Form 144 would make an exception under Section
230.144 of this chapter unavailable and may result in civil or criminal
action for violations of the Federal securities laws.
3. By amending Form 144 (referenced in Section 239.144) by revising
the caption to Item 2(b) and revising Instruction 2(b) to the cover page to
read as follows:
Note: The text of Form 144 does not, and the amendments will
not, appear in the Code of Federal Regulations.
FORM 144
======END OF PAGE 9======
NOTICE OF PROPOSED SALE OF SECURITIES
Pursuant to Rule 144 under the Securities Act of 1933
* * * * *
Item 2(b). I.R.S. Ident. No.
* * * * *
Instructions:
* * *
2. (a) * * *
(b) Such person's I.R.S. identification number, if such person is
an entity
* * * * *
PART 240 -- GENERAL RULES AND REGULATIONS, SECURITIES EXCHANGE ACT OF 1934
4. The general authority citation for part 240 is revised to read as
follows:
Authority: 15 U.S.C. 77c, 77d, 77g, 77j, 77s, 77z-2, 77eee, 77ggg,
77nnn, 77sss, 77ttt, 78c, 78d, 78f, 78i, 78j, 78k, 78k-1, 78l, 78m, 78n,
78o, 78p, 78q, 78s, 78u-5, 78w, 78x, 78ll(d), 79q, 79t, 80a-20, 80a-23,
80a-29, 80a-37, 80b-3, 80b-4 and 80b-11, unless otherwise noted.
* * * * *
5. By amending Section 240.13d-101 by revising Item (1) on the cover
page and the heading and the last sentence of Instruction (1) for the cover
page, by removing the phrase "Social Security or" in the second, third and
fourth undesignated paragraphs under SPECIAL INSTRUCTIONS FOR COMPLYING
WITH SCHEDULE 13D, by revising the words "regulatory statements" to read
"regulatory statutes" in the third undesignated paragraph under SPECIAL
INSTRUCTIONS FOR COMPLYING WITH SCHEDULE 13D, and in the fourth
======END OF PAGE 10======
undesignated paragraph under SPECIAL INSTRUCTIONS FOR COMPLYING WITH
SCHEDULE 13D by correcting the word "resuly" to read "result", to read as
follows:
Section 240.13d-101 Schedule 13D - Information to be included in
statements filed pursuant to Section 240.13d-1(a) and amendments thereto
filed pursuant to Section 240.13d-2(a).
* * * * *
_________________________________________________________________
(1) Names of reporting persons.
I.R.S. Identification Nos. of above persons (entities only).
_________________________________________________________________
* * * * *
Instructions for Cover Page
(1) Names and I.R.S. Identification Numbers of Reporting Persons - *
* * Reporting persons that are entities are also requested to furnish
their I.R.S. identification numbers, although disclosure of such numbers is
voluntary, not mandatory (see "SPECIAL INSTRUCTIONS FOR COMPLYING WITH
SCHEDULE 13D" below).
* * * * *
6. By amending Section 240.13d-102 by revising Item (1) on the cover
page and the heading and last sentence to Instruction No. 1 for the cover
page, and adding SPECIAL INSTRUCTIONS FOR COMPLYING WITH SCHEDULE 13G
following the third undesignated paragraph under "NOTES:" and before
"Instructions" to read as follows:
======END OF PAGE 11======
Section 240.13d-102 Schedule 13G - Information to be included in
statements filed pursuant to Section 240.13d-1(b) and (c) and amendments
thereto filed pursuant to Section 240.13d-2(b).
* * * * *
_________________________________________________________________
(1) Names of reporting persons.
I.R.S. Identification Nos. of above persons (entities only).
_________________________________________________________________
* * * * *
Instructions for Cover Page
(1) Names and I.R.S. Identification Numbers of Reporting Persons - *
* * Reporting persons that are entities are also requested to furnish
their I.R.S. identification numbers, although disclosure of such numbers is
voluntary, not mandatory (see "SPECIAL INSTRUCTIONS FOR COMPLYING WITH
SCHEDULE 13G" below).
* * * * *
SPECIAL INSTRUCTIONS FOR COMPLYING WITH SCHEDULE 13G
Under Sections 13(d), 13(g) and 23 of the Securities Exchange Act of
1934 and the rules and regulations thereunder, the Commission is authorized
to solicit the information required to be supplied by this schedule by
certain security holders of certain issuers.
Disclosure of the information specified in this schedule is mandatory,
except for I.R.S. identification numbers, disclosure of which is voluntary.
The information will be used for the primary purpose of determining and
disclosing the holdings of certain beneficial owners of certain equity
securities. This statement will be made a matter of public record.
======END OF PAGE 12======
Therefore, any information given will be available for inspection by any
member of the public.
Because of the public nature of the information, the Commission can
use it for a variety of purposes, including referral to other governmental
authorities or securities self-regulatory organizations for investigatory
purposes or in connection with litigation involving the Federal securities
laws or other civil, criminal or regulatory statutes or provisions. I.R.S.
identification numbers, if furnished, will assist the Commission in
identifying security holders and, therefore, in promptly processing
statements of beneficial ownership of securities.
Failure to disclose the information requested by this schedule, except
for I.R.S. identification numbers, may result in civil or criminal action
against the persons involved for violation of the Federal securities laws
and rules promulgated thereunder.
* * * * *
7. By amending Section 240.14d-100 by revising Item (1) on the cover
page and the heading and last sentence to Instruction No. 1 for the cover
page, and in the second, third and fourth undesignated paragraph under
SPECIAL INSTRUCTIONS FOR COMPLYING WITH SCHEDULE 14D-1 removing the phrase
"Social Security or" to read as follows:
Section 240.14d-100 Schedule 14D-1. Tender offer statement pursuant
to section 14(d)(1) of the Securities Exchange Act of 1934.
* * * * *
_________________________________________________________________
(1) Names of reporting persons.
I.R.S. Identification Nos. of above persons (entities only).
======END OF PAGE 13======
_________________________________________________________________
* * * * *
Instructions for Cover Page
(1) Names and I.R.S. Identification Numbers of Reporting Persons - *
* * Reporting persons that are entities are also requested to furnish
their I.R.S. identification numbers, although disclosure of such numbers is
voluntary, not mandatory (see "SPECIAL INSTRUCTIONS FOR COMPLYING WITH
SCHEDULE 14D-1" below).
* * * * *
PART 249 -- FORMS, SECURITIES EXCHANGE ACT OF 1934
PART 249b -- FURTHER FORMS, SECURITIES EXCHANGE ACT OF 1934
8. The authority citation for parts 249 and 249b continues to read in
part as follows:
Authority: 15 U.S.C. 78a, et seq., unless otherwise noted;
* * * * *
9. By amending Section 249.103 by revising the third sentence to
read as follows:
Section 249.103 Form 3, initial statement of beneficial ownership of
securities.
* * * Disclosure of information specified on this Form is
mandatory, except for disclosure of the I.R.S. identification number by
entities, which is voluntary. * * *
10. By amending Form 3 (referenced in Section 249.103) by revising
the first sentence of the second undesignated paragraph of the introductory
statement to the General Instructions and by revising Item 3 to the
information preceding Table 1 to read as follows:
======END OF PAGE 14======
Note: The text of Form 3 does not, and the amendments will not,
appear in the Code of Federal Regulations.
Form 3 Initial Statement of Beneficial Ownership of Securities
* * *
Disclosure of information specified on this form is mandatory, except
for disclosure of the I.R.S. identification number of the reporting person
if such person is an entity, which is voluntary. * * *
* * * * *
* * *
3. I.R.S. Identification Number of Reporting Person, if an entity
(Voluntary)
* * * * *
11. By amending Section 249.104 by revising the third sentence to
read as follows:
Section 249.104 Form 4, statement of changes in beneficial ownership
of securities.
* * * Disclosure of information specified on this Form is
mandatory, except for disclosure of the I.R.S. identification number by
entities, which is voluntary. * * *
12. By amending Form 4 (referenced in Section 249.104) by revising
the first sentence of the second undesignated paragraph of the introductory
statement to the General Instructions and by revising Item 3 to the
information preceding Table 1 to read as follows:
Note: The text of Form 4 does not, and the amendments will not,
appear in the Code of Federal Regulations.
Form 4 Statement of Changes of Beneficial Ownership of Securities
======END OF PAGE 15======
* * *
Disclosure of information specified on this form is mandatory, except
for disclosure of the I.R.S. identification number of the reporting person
if such person is an entity, which is voluntary. * * *
* * * * *
* * *
3. I.R.S. Identification Number of Reporting Person, if an entity
(Voluntary)
* * * * *
13. By amending Section 249.105 by revising the third sentence to
read as follows:
Section 249.105 Form 5, annual statement of beneficial ownership of
securities.
* * * Disclosure of information specified on this Form is
mandatory, except for disclosure of the I.R.S. identification number by
entities, which is voluntary. * * *
14. By amending Form 5 (referenced in Section 249.105) by revising
the first sentence of the second undesignated paragraph of the introductory
statement to the General Instructions and by revising Item 3 to the
information preceding Table 1 to read as follows:
Note: The text of Form 5 does not, and the amendments will not,
appear in the Code of Federal Regulations.
Form 5 Annual Statement of Beneficial Ownership of Securities
* * *
======END OF PAGE 16======
Disclosure of information specified on this form is mandatory, except
for disclosure of the I.R.S. identification number of the reporting person
if such person is an entity, which is voluntary. * * *
* * * * *
* * *
3. I.R.S. Identification Number of Reporting Person, if an entity
(Voluntary)
* * * * *
15. By amending General Instruction M to Form MSD (referenced in
Section 249.1100), by removing the words ", except social security numbers,
disclosure of which is voluntary" in the second sentence.
Note: The text of Form MSD does not, and the amendments will
not, appear in the Code of Federal Regulations.
16. By amending Form TA-1 (referenced in Section 249b.100) to remove
the second column entitled "Social Security Number" in Schedules A, B and
C.
Note: The text of Form TA-1 does not, and the amendments will
not, appear in the Code of Federal Regulations.
PART 269 -- FORMS PRESCRIBED UNDER THE TRUST INDENTURE ACT OF 1939
17. The authority citation for part 269 continues to read as follows:
Authority: 15 U.S.C. 77ddd(c), 77eee, 77ggg, 77hhh, 77iii, 77jjj,
77sss, 78ll(d), unless otherwise noted.
18. By amending Section 269.2 by revising the third sentence,
removing the eighth sentence and revising the ninth sentence to read as
follows:
======END OF PAGE 17======
Section 269.2. Form T-2, for statement of eligibility and
qualification for individual trustees.
* * * Disclosure of the information specified in this form is
mandatory before processing statements of eligibility and qualification. *
* * Failure to disclose the information requested by this form may result
in enforcement action by the Commission to compel compliance with the
Federal securities laws.
19. By amending Form T-2 (referenced in Section 269.2), in SPECIAL
INSTRUCTIONS FOR COMPLETING FORM T-2, removing the phrase ", except for
social security account numbers, disclosure of which is voluntary" in the
first sentence of the second paragraph, removing the second sentence of the
third paragraph, and removing the phrase ", except for social security
account numbers" in the fourth paragraph, and in the Form by removing the
second line, "(Social Security Number)".
Note: The text of Form T-2 does not and the amendments will not
appear in the Code of Federal Regulations.
By the Commission.
Jonathan G. Katz
Secretary
Dated: June 25, 1997
======END OF PAGE 18======