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SECURITIES AND EXCHANGE COMMISSION
17 CFR PARTS 210, 229 and 249
RELEASE NOS. 33-7118; 34-35094; IC-20766; FR44
INTERNATIONAL SERIES NO. 758
FILE NO. S7-12-94
RIN 3235-AG17
FINANCIAL STATEMENTS OF SIGNIFICANT FOREIGN EQUITY INVESTEES AND
ACQUIRED FOREIGN BUSINESSES OF DOMESTIC ISSUERS AND FINANCIAL
SCHEDULES
AGENCY: Securities and Exchange Commission.
ACTION: Final rules.
SUMMARY: The Commission is announcing the adoption of amendments
to Regulation S-X, which governs the form and content of
financial statements and schedules furnished by public companies
in filings with the Commission, and Form 20-F, which is
applicable to foreign private issuers. The amendments extend
accommodations adopted recently with respect to financial
statements of foreign issuers to filings by domestic issuers that
are required to include financial statements of foreign equity
investees or acquired foreign businesses. The accommodations
relate to the age of financial statements and the reconciliation
of financial statements to U.S. generally accepted accounting
principles. In addition, the amendments revise the tests for
determining whether financial statements of an equity investee
must be provided, and they eliminate the requirement to furnish
certain supplemental financial schedules.
EFFECTIVE DATES: [Insert date of publication in the FEDERAL
REGISTER]
FOR FURTHER INFORMATION CONTACT: Wayne E. Carnall, (202) 942-
2960, Deputy Chief Accountant, Division of Corporation Finance,
Mail Stop 3-13, or, with respect to investment company matters,
Jim Volk, (202) 942-0637, Office of Disclosure and Review,
Division of Investment Management, U.S. Securities and Exchange
Commission, Mail Stop 10-5, 450 Fifth Street, Washington, D.C.
20549.
SUPPLEMENTARY INFORMATION: The Commission is adopting amendments
to the following rules and forms: Rules 1-02, -[1]- 3-05, -[2]-
3-09, -[3]- 3-12, -[4]- 4-08, -[5]- 5-02, -[6]- 5-04, -[7]- 6-
07, -[8]- 6-10, -[9]- 7-05, -[10]- 9-07, -[11]- 12-01, -[12]- of
-[1]- 17 CFR 210.1-02.
-[2]- 17 CFR 210.3-05.
-[3]- 17 CFR 210.3-09.
-[4]- 17 CFR 210.3-12.
-[5]- 17 CFR 210.4-08.
-[6]- 17 CFR 210.5-02.
-[7]- 17 CFR 210.5-04.
-[8]- 17 CFR 210.6-07.
-[9]- 17 CFR 210.6-10.
-[10]- 17 CFR 210.7-05.
-[11]- 17 CFR 210.9-07.
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Regulation S-X, -[13]- and Items 404 -[14]- and 601 -[15]- of
Regulation S-K. -[16]- In addition, the Commission is amending
Form 20-F -[17]- under the Securities Exchange Act of 1934
("Exchange Act"). -[18]-
I. INTRODUCTION
The Commission today is adopting several amendments that
will extend financial statement accommodations available to
foreign issuers to filings by domestic issuers that are required
to include financial statements of foreign equity investees or
acquired foreign businesses. -[19]- The accommodations relate to
the age of financial statements -[20]- and the reconciliation of
financial statements to U.S. generally accepted accounting
principles ("GAAP") for those foreign entities. -[21]- In
addition, the adopted amendments revise the tests of significance
for determining whether financial statements of an equity
investee must be provided. The amendments also eliminate certain
supplemental financial schedules that were eliminated recently
for foreign issuers, -[22]- as well as eliminate two additional
schedules that foreign and domestic issuers have been required to
include in annual reports and registration statements filed with
the Commission.
The amendments adopted today were proposed by the Commission
on April 19, 1994. -[23]- Comment letters received from
registrants, accounting firms, and related professional
membership associations generally supported the proposals and
frequently commented that the schedules were generally redundant
to information already required in the financial statements and
that the costs of preparing the schedules therefore outweighed
the benefit. Comments by financial analysts were critical of the
proposed amendments, expressing a general concern about a
-[12]-(...continued)
-[12]- 17 CFR 210.12-01.
-[13]- 17 CFR Part 210.
-[14]- 17 CFR 229.404.
-[15]- 17 CFR 229.601.
-[16]- 17 CFR 229.
-[17]- 17 CFR 249.220f.
-[18]- 15 U.S.C. 78a et seq.
-[19]- The amendments regarding acquired foreign businesses
adopted today would also apply to issuers that file
under Regulation S-B.
-[20]- See Securities Act Release No. 7026 (November 3, 1993)
[58 FR 60304] regarding the age of financial statements
for foreign private issuers.
-[21]- See Securities Act Release No. 7053 (April 19, 1994)
[59 FR 21644] regarding the modification of the
reconciliation requirements for foreign equity
investees and foreign acquired businesses.
-[22]- Id.
-[23]- See Securities Act Release No. 7055 (April 19, 1994)
[59 FR 21814] (the "Proposing Release").
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perceived relaxation of disclosure requirements. -[24]- The
Commission believes concerns regarding the revised requirements
do not consider fully the offsetting effects of other disclosure
requirements that must be met by reporting companies. The
amendments are being adopted substantially as proposed because
the Commission believes they will result in reduced costs of
registration and reporting by public companies without loss of
material basic disclosure for the protection of investors.
II. FINANCIAL STATEMENTS OF SIGNIFICANT BUSINESS
ACQUISITIONS AND EQUITY INVESTEES
The changes to Regulation S-X and Form 20-F adopted today
revise the tests of significance which determine whether
financial statements of an equity investee must be provided, and
modify the requirements for reconciliation to U.S. GAAP of the
financial statements of the significant foreign business
acquisitions and foreign investees of domestic registrants.
A. Tests of Significance of Equity Investees
Separate audited financial statements of a company accounted
for by the registrant using the equity method of accounting (an
"equity investee") must be provided if the investee is
"significant" as measured pursuant to Rule 3-09 of Regulation S-
X. The amendments adopted today eliminate one of the three tests
of significance made pursuant to that rule. Pursuant to the
adopted rule, significance of an investee is measured by
comparison of the registrant's proportionate share of the
investee's pretax income to that of the registrant and of the
registrant's investment in the investee to the registrant's total
assets. The determination of significance will no longer require
comparison of the investee's total assets to the total assets of
the registrant.
While generally favored by commenters, several financial
analysts observed that the two tests retained under the adopted
rule may lead to the omission of financial statements of highly
leveraged investees because the registrant's investment and
proportion of earnings will be minimized as a result of the
investee's debt. However, exclusion of separate audited
financial statements appears reasonable given that the
unfavorable financial impact of the investee is generally limited
to the registrant's investment in that entity; losses in excess
of that investment generally are not recognized under GAAP. To
the extent that a registrant has guaranteed an investee's debt or
is otherwise committed to fund its operations, the registrant
must continue to recognize losses of the investee, -[25]- and
such losses would continue to be considered in one prong of the
two-pronged test for significance. If there are other material
consequences of a registrant's investment in a highly leveraged
investee, the Commission believes discussion of these will be
elicited by Item 303 of Regulation S-K, "Management's Discussion
and Analysis." -[26]- In addition, summarized financial
-[24]- Forty-one comment letters on the Proposing Release were
received. Those letters and a summary of comments are
available for public inspection and copying in File No.
S7-12-94 at the Commission's Public Reference Room in
Washington, D.C.
-[25]- Accounting Principles Board Opinion No. 18, "The Equity
Method of Accounting for Investments in Common Stock."
-[26]- 17 CFR 229.303.
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information, pursuant to Rule 4-08(g) of Regulation S-X, -[27]-
that would be required to be provided in a note to the financial
statements if the significance of the investees individually or
in aggregate exceeds the 10% level under any of the three tests,
would generally provide sufficient information in these or
similar circumstances.
B. Reconciliation of Financial Statements of Significant
Foreign Equity Investees and Foreign Acquirees
The amendments adopted today permit domestic issuers to
furnish financial statements of significant foreign business
acquisitions and foreign equity investees on substantially the
same basis as may foreign private issuers. That is, the
financial statements of foreign acquirees, furnished pursuant to
Rule 3-05 of Regulation S-X as amended, -[28]- or investees,
furnished pursuant to Rule 3-09 of Regulation S-X as amended, in
periodic reports or registrations statements of domestic issuers
need only comply with Item 17 of Form 20-F. Although some
commenters questioned whether the cost of compliance with
existing requirements justified the accommodation, most
commenters cited the significant compliance costs incurred under
the prior rule and strongly favored the proposal.
Pursuant to Item 17, the financial statements may be
prepared on a comprehensive basis other than U.S. GAAP.
Quantitative reconciliation of net income and material balance
sheet items is required, but the additional information specified
by U.S. GAAP for disclosure in notes to financial statements is
not necessary. However, no reconciliation is required at all if
the foreign business does not exceed the 30% level under the
tests of significance which call for the inclusion of its
financial statements of a significant business acquisition -[29]-
or significant investee. -[30]-
The adopted rules are applicable to a foreign business, as
defined. Several commenters recommended that the definition be
identical to the definition of a foreign private issuer, but it
-[27]- 17 CFR 210.4-08(g).
-[28]- 17 CFR 210.3-05.
-[29]- Consistent with the recently adopted amendments for
foreign private issuers (See Securities Act Release No.
7053 (April 19, 1994)), reconciliation to U.S. GAAP
would continue to be required for pro forma financial
information depicting the effects of a registrant's
acquisition of a foreign business.
-[30]- In circumstances where a registrant furnishes separate
financial statements of an equity investee pursuant to
Rule 3-09 of Regulation S-X, the staff has not required
the registrant to also furnish summarized financial
data of the investee pursuant to Rule 4-08(g) of
Regulation S-X. (See Staff Accounting Bulletin No. 44,
Topic 6:K (March 3, 1983) [47 FR 10789]. However,
consistent with the recently adopted amendments for
foreign private issuers (See Securities Act Release No.
7053 (April 19, 1994)), a domestic registrant that
furnishes separate financial statements of a foreign
investee that are not reconciled pursuant to the
proposed rule should furnish the summarized financial
data pursuant to Rule 4-08(g) in accordance with U.S.
GAAP in its primary financial statements.
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is adopted as proposed. -[31]- The adopted definition of a
foreign business varies from the definition of a foreign private
issuer because the relief available under the rule is intended to
be applicable to a branch or other component of an entity, rather
than only to a legally recognized business entity. Also, the
rule is not intended to be applicable to a business that is
incorporated outside the U.S. but that is, prior to the
registrant's investment, majority owned by one or more U.S.
shareholders, because such an entity can be expected to maintain
its books and records on a basis permitting reconciliation to
U.S. GAAP without unreasonable cost. -[32]-
C. Age of Financial Statements of Significant Foreign
Equity Investees or Foreign Acquirees
Under the amendments adopted today, the financial statements
of significant foreign equity investees and acquired foreign
businesses furnished in filings by domestic issuers can be
updated on the same time schedule as foreign private issuers.
-[33]- Registration statements of foreign private issuers need
not include audited financial statements of the most recently
completed fiscal year until six months after the year-end;
unaudited interim financial statements are required only to the
extent necessary to bring the most recent financial statements
included in the filing to a date within ten months of
effectiveness.-[34]-
Although two commenters doubted that there was significant
additional cost or difficulty associated with updating foreign
investees and acquiree financial statements on the same basis as
domestic issuers, most commenters felt that financial reporting
practices outside the U.S. varied to such a degree as to present
significant obstacles to the preparation of separate financial
statements on as timely a basis as is required for U.S.
companies.
III. STREAMLINING OF REQUIRED FINANCIAL STATEMENT SCHEDULES
The amendments adopted today eliminate the following six
schedules that had previously been eliminated for foreign private
issuers:
(1) Rule 12-02 - Marketable Securities - Other
Investments including Schedule XIII
(2) Rule 12-03 - Amounts Receivable from Related
Parties and Underwriters, Promoters and Employees
Other Than Related Parties
(3) Rule 12-05 - Indebtedness of and to Related
Parties - Not Current.
(4) Rule 12-06 - Property, Plant and Equipment
(5) Rule 12-07 - Accumulated Depreciation, Depletion
-[31]- If the acquired business or investee does not meet the
definition of a foreign business, the issuer can file
financial statements prepared in accordance with a
basis of accounting other than US GAAP provided a
reconciliation to US GAAP under Item 18 of Form 20-F is
included regardless of the level of materiality. This
is consistent with current staff practice.
-[32]- Ownership is measured prior to the acquisition of the
business.
-[33]- If the acquired business or investee does not meet the
definition of a foreign business, financial statements
would need to be updated pursuant to Rule 3-12 of
Regulation S-X.
-[34]- 17 CFR 210.3-19.
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and Amortization of Property, Plant and Equipment
(6) Rule 12-08 - Guarantees of Securities of Other
Issuers
Two additional schedules previously required for both
foreign and domestic issuers also will be eliminated:
(1) Rule 12-10 - Short-term Borrowings
(2) Rule 12-11 - Supplementary Income Statement
Information
A. Schedules Previously Eliminated from Foreign Issuer
Filings
1. Marketable securities - other investments
The rules adopted today eliminate this schedule. All of the
issuers and accountants supported elimination of this schedule,
but several financial analyst commenters did not favor
elimination because they believed that the schedule provided
information facilitating comparisons among companies whose
accounting is affected by the classification of investments as
either current or noncurrent.
Elimination of this schedule was proposed because much of
its information is required to be disclosed in financial
statements by Statement of Financial Accounting Standards No.
115, "Accounting for Certain Investments in Debt and Equity
Securities" ("SFAS 115"), issued in May 1993 by the Financial
Accounting Standards Board ("FASB") and effective for fiscal
years beginning after December 15, 1993. Under SFAS 115, the
designation as current or noncurrent no longer affects the
carrying value of a security.
Some commenters favored retention of the schedule's
requirement for identification of securities of individual
issuers exceeding 2% of the registrant's total assets. The
Commission believes retention of the specific disclosure is
unnecessary because other rules applicable to filings by public
companies should lead to appropriate disclosure if a particular
investment is material. Disclosures required by Item 303 of
Regulation S-K, "Management's Discussion and Analysis," include
discussion of the material effects and uncertainties associated
with concentrations and risks in the investment portfolio. -[35]-
In addition, Statement of Financial Accounting Standards No. 105,
"Disclosure of Information about Financial Instruments with Off-
Balance-Sheet Risk and Financial Instruments with Concentrations
of Credit Risk," ("SFAS 105") requires disclosure of all
significant concentrations of credit risk arising from an
individual counterparty or groups of counterparties that would be
similarly affected by changes in economic or other conditions.
2. Amounts receivable from related parties and
underwriters, promoters and employees other than
related parties and indebtedness of and to related
parties
The Commission has eliminated these schedules as proposed.
None of the commenters cited the need to retain these schedules,
as similar information is required to be furnished pursuant to
Statement of Financial Accounting Standards No. 57, "Related
Party Transactions" ("SFAS 57") and Regulation S-K, Item 404
"Certain Relationships and Related Transactions."
3. Property, plant, and equipment, and accumulated
depreciation, depletion, and amortization
Although comments from financial analysts were generally
opposed to elimination of these schedules, most commenters
supported the proposal, citing the cost of their preparation and
audit, and their limited usefulness. Financial analysts reported
that they sometimes use the schedules to estimate the age,
-[35]- See Securities Act Release No. 6835 (May 18, 1989).
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relative age, and average depreciable life of each class of a
company's depreciable assets. Other commenters agreed with
observations in the proposing release that estimates based on the
schedules would not be reliable if the issuer has significant
foreign operations (due to the effects of currency translation on
depreciation expense), or if a depreciation method other than
straight line is used. The Commission believes that adequate
quantitative disclosure regarding property, plant and equipment
is elicited by Accounting Principle Board Opinion No. 12,
("Omnibus Opinion - 1967"), which requires disclosure of total
depreciation expense for each period and the balances of major
classes of depreciable assets. Where the age of capital assets
may be indicative of increasing maintenance and replacement
budgets, the registrant would be expected to disclose the
material reasonably likely effects on operating trends, capital
expenditures and liquidity pursuant to Item 303 of Regulation S-
K.
4. Guarantees of securities of other issuers
The Commission has eliminated these schedules as proposed.
None of the commenters cited the need to retain this schedule, as
similar information is required to be disclosed by Statement of
Financial Accounting Standards No. 5, "Accounting for
Contingencies," ("SFAS 5").
B. Additional Schedules Eliminated for both Foreign and
Domestic Issuers
1. Short term borrowings
The adopted amendments eliminate this schedule. However, as
proposed, weighted average interest rate on borrowings
outstanding as of each of the dates for which balance sheets are
presented will be required to be disclosed in a note to the
financial statements. In addition, for investment companies,
although the schedule requirement has been eliminated, the
information formerly required by 210.12-10 will now be required
to be provided in the body of the financial statements or in the
footnotes. While two of the financial analysts indicated that
the year end rates may not be indicative of the average rate
during the period, they did not address the computational
problems arising from foreign currency translation and other
factors, as discussed in the proposing release. A number of
other commenters cited those computational problems and indicated
that the information disclosed in the schedule frequently was not
meaningful. The Commission concluded that the costs of
furnishing the information outweighs its usefulness.
2. Supplementary income statement information
The Commission has eliminated this schedule by today's
amendments. While the amounts of the items formerly referenced
by this schedule (maintenance and repairs; depreciation and
amortization of the cost of intangible assets, preoperating costs
and similar deferred costs; taxes other than payroll; royalties;
and advertising costs) need not be disclosed on an ongoing basis
by registrants, discussion of discretionary expenses and other
items in the schedule, quantified to the extent practicable, will
be required in the company's Management's Discussion and Analysis
where necessary to explain material trends and uncertainties that
affected operating results, liquidity or financial condition of
the registrant, or that may be reasonably likely to affect future
results, liquidity or financial condition. -[36]-
IV. COST-BENEFIT ANALYSIS
Several registrants provided quantified estimates of the
-[36]- See Financial Reporting Release 36.
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cost reductions which would vary from registrant to registrant.
All of the registrants and accounting firms that addressed the
cost-benefit of the amendments indicated that the cost of
preparation and audit of the schedules and other information that
have been eliminated today exceeded their benefit. Several
financial analysts indicated that they thought that the actual
costs of providing this information is small, and that the
benefits exceeded such costs. They suggested that the reduced
disclosures could lead to an increase in the costs of capital due
to an increase in investor uncertainty.
For reasons discussed above, the Commission believes that
the adoption of these rules will reduce the regulatory burden and
costs of the vast majority of the registrants without a loss of
information that is necessary for investor protection.
V. AVAILABILITY OF FINAL REGULATORY FLEXIBILITY ANALYSIS
A Final Regulatory Flexibility Analysis in accordance with
the Regulatory Flexibility Act has been prepared with respect to
the final amendments. A summary of a corresponding Initial
Regulatory Flexibility Analysts was included in the Proposing
Release. Members of the public who wish to obtain a copy of the
Final Regulatory Flexibility Analysis should contact Wayne E.
Carnall, Deputy Chief Accountant, Division of Corporation
Finance, Securities and Exchange Commission, Mail Stop 3-13, 450
5th Street, N.W., Washington, D.C. 20549, (202) 942-2960.
VI. STATUTORY BASIS FOR RULES
The Commission's rules and forms are amended pursuant to
section 19 of the Securities Act of 1933 and sections 3(b), 4A,
12, 13, 14, 15, 16 and 23 of the Securities Exchange Act of 1934.
VII. EFFECTIVE DATE
The final rule and amendments to the Commission's rules and
forms shall be effective immediately upon publication in the
FEDERAL REGISTER, in accordance with the Administrative Procedure
Act, which allows effectiveness in less than 30 days after
publications for, inter alia, "a substantive rule which grants or
recognizes an exemption or relieves a restriction." 5 U.S.C.
553(d)(1).
List of Subjects in 17 CFR Parts 210, 229 and 249
Accounting, Reporting and recordkeeping requirements,
Securities.
TEXT OF AMENDMENTS
In accordance with the foregoing, Title 17, Chapter II of
the Code of Federal Regulations is amended as follows:
PART 210 -- FORM AND CONTENT OF AND REQUIREMENTS FOR FINANCIAL
STATEMENTS, SECURITIES ACT OF 1933, SECURITIES EXCHANGE ACT OF
1934, PUBLIC UTILITY HOLDING COMPANY ACT OF 1935, INVESTMENT
COMPANY ACT OF 1940, AND ENERGY POLICY AND CONSERVATION ACT OF
1975.
1. The authority citation for Part 210 is continues to
read as follows:
AUTHORITY: 15 U.S.C. 77f, 77g, 77h, 77j, 77s, 77aa(25),
77aa(26), 78l, 78m, 78n, 78o(d), 78w(a), 78ll(d), 79e(b), 79j(a),
79n, 79t(a), 80a-8, 80a-20, 80a-29, 80a-30, 80a-37a, unless
otherwise noted.
2. By amending 210.1-02 by redesignating paragraphs (l)
through (aa) as paragraphs (m) through (bb), and adding paragraph
(l) to read as follows:
210.1-02 Definitions of terms used in Regulation S-X
(17 CFR 210).
* * * * *
(l) Foreign business. A business that is majority owned by
persons who are not citizens or residents of the United States
and is not organized under the laws of the United States or any
state thereof, and either:
(1) More than 50 percent of its assets are located outside
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the United States; or
(2) The majority of its executive officers and directors
are not United States citizens or residents.
* * * * *
3. By amending 210.3-05 by revising the last sentence of
the introductory text of paragraph (b)(1) and adding paragraph
(c) to read as follows:
210.3-05 Financial statements of businesses as
acquired or to be acquired.
* * * * *
(b) Periods to be presented. (1) * * * The periods for
which such financial statements are to be filed shall be
determined using the conditions specified in the definition of
significant subsidiary in 210.1-02(w) as follows:
* * * * *
(c) Financial statements of foreign businesses.
If the business acquired or to be acquired is a foreign
business, financial statements of the business meeting the
requirements of Item 17 of Form 20-F ( 249.220f of this chapter)
will satisfy this section.
4. By amending 210.3-09 by revising the last sentence of
paragraph (a), revising the last two sentences of paragraph (b)
and adding paragraph (d) to read as follows:
210.3-09 Separate financial statements of subsidiaries
not consolidated and 50 percent or less owned
persons.
(a) * * * Similarly, if either the first or third
condition set forth in 210.1-02(w), substituting 20 percent for
10 percent, is met by a 50 percent or less owned person accounted
for by the equity method either by the registrant or a subsidiary
of the registrant, separate financial statements of such 50
percent or less owned person shall be filed.
(b) * * * However, these separate financial statements are
required to be audited only for those fiscal years in which
either the first or third condition set forth in 210.1-02(w),
substituting 20 percent for 10 percent, is met. For purposes of
a filing on Form 10-K ( 249.310 of this chapter), if the fiscal
year of any 50 percent or less owned person ends within 90 days
before the date of the filing, or if the fiscal year ends after
the date of the filing, the required financial statements may be
filed as an amendment to the report within 90 days, or within six
months if the 50 percent or less owned person is a foreign
business, after the end of such subsidiary's or person's fiscal
year.
(c) * * *
(d) If the 50 percent or less owned person is a foreign
business, financial statements of the business meeting the
requirements of Item 17 of Form 20-F ( 249.220f of this chapter)
will satisfy this section.
5. By amending 210.3-12 by adding a second sentence to
paragraph (f) to read as follows:
210.3-12 Age of financial statements at effective date
of registration statement or at mailing date
of proxy statement.
* * * * *
(f) * * * Financial statements of a foreign business which
are furnished pursuant to 210.3-05 or 210.3-09 because it is
an acquired business or a 50 percent or less owned person may be
of the age specified in 210.3-19.
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6. By amending 210.4-08 by revising paragraph (g) to
read as follows:
210.4-08 General notes to financial statements.
* * * * *
(g) Summarized financial information of subsidiaries not
consolidated and 50 percent or less owned persons. (1) The
summarized information as to assets, liabilities and results of
operations as detailed in 210.1-02(bb) shall be presented in
notes to the financial statements on an individual or group basis
for:
(i) Subsidiaries not consolidated; or
(ii) For 50 percent or less owned persons accounted for
by the equity method by the registrant or by a subsidiary of the
registrant, if the criteria in 210.1-02(w) for a significant
subsidiary are met:
(A) Individually by any subsidiary not consolidated or any
50% or less owned person; or
(B) On an aggregated basis by any combination of such
subsidiaries and persons.
(2) Summarized financial information shall be presented
insofar as is practicable as of the same dates and for the same
periods as the audited consolidated financial statements provided
and shall include the disclosures prescribed by 210.1-02(bb).
Summarized information of subsidiaries not consolidated shall not
be combined for disclosure purposes with the summarized
information of 50 percent or less owned persons.
* * * * *
7. By amending 210.5-02 by adding a sentence following
the first sentence to paragraph 19.(b) to read as follows:
210.5-02 Balance sheets.
* * * * *
19. Accounts and notes payable * * *
(b) * * * The weighted average interest rate on short term
borrowings outstanding as of the date of each balance sheet
presented shall be furnished in a note. * * *
* * * * *
8. By amending 210.5-04 to: revise paragraph (a);
remove Schedule I, Schedule II, Schedule IV, Schedule V, Schedule
VI, Schedule VII, Schedule IX, Schedule X, and Schedule XIII of
paragraph (c) and redesignate the remaining schedules in
paragraph (c) to read as follows: Schedule III as Schedule I,
Schedule VIII as Schedule II, Schedule XI as Schedule III,
Schedule XII as Schedule IV, and Schedule XIV as Schedule V.
210.5-04 What Schedules are to be
filed.
(a) Except as expressly provided otherwise in the
applicable form:
(1) The schedules specified below in this Section as
Schedules II and III shall be filed as of the date of the most
recent audited balance sheet for each person or group.
(2) Schedule II shall be filed for each period for which an
audited income statement is required to be filed for each person
or group.
(3) Schedules I and IV shall be filed as of the date and
for periods specified in the schedule.
* * * * *
9. By amending 210.6-07.3 by adding the
following
sentence to read as follows:
210.6-07 Statements of operations.
* * * * *
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3. Interest and amortization of debt discount and expense.
Provide in the body of the statements or in the footnotes, the
average dollar amount of borrowings and the average interest
rate.
* * * * *
10. By amending 210.6-10 by: removing Schedule IV and
Schedule VII from paragraph (c) and redesignating the remaining
schedules in paragraph (c) as follows: Schedule V as Schedule IV
and Schedule VI as Schedule V; remove Schedule VI, Schedule VII,
Schedule VIII, Schedule IX, and Schedule X in paragraph (e)(2)
and redesignate Schedule XI as Schedule VI and Schedule XII as
Schedule VII.
11. By amending 210.7-05 by: revising paragraph (a),
removing Schedule II, Schedule IV, Schedule VII, and Schedule IX
of paragraph (c) and redesignating the remaining schedules in
paragraph (c) as follows: Schedule III as Schedule II, Schedule
V as Schedule III, Schedule VI as Schedule IV, Schedule VIII as
Schedule V, and Schedule X as Schedule VI.
210.7-05 What Schedules are to be
filed.
(a) Except as expressly provided otherwise in the
applicable form:
(1) The schedule specified below in this section as
Schedules I shall be as of the date of the most recent audited
balance sheet for each person or group.
(2) The schedules specified below in this section as
Schedule IV and V shall be filed for each period for which an
audited income statement is required to be filed for each person
or group.
(3) Schedules II, III and V shall be filed as of the date
and for periods specified in the schedule.
* * * * *
12. By removing and reserving 210.9-07.
13. By revising 210.12-01 to read as follows:
210.12-01 Application of 210.12-01 to 210.12-29.
These sections prescribe the form and content of the
schedules required by 210.5-04, 210.6-10, 210.6A-05, and
210.7-05.
14. By removing and reserving 210.12-02, 210.12-03,
210.12-05, 210.12-06, 210.12-07, 210.12-08, 210.12-10, and
210.12-11.
PART 229 - STANDARD INSTRUCTIONS FOR FILING FORMS UNDER
SECURITIES ACT OF 1933, SECURITIES EXCHANGE ACT OF 1934 AND
ENERGY POLICY AND CONSERVATION ACT OF 1975 - REGULATION S-K
15. The authority citation for Part 229 continues to read
in part as follows:
AUTHORITY: 15 U.S.C. 77e, 77f, 77g, 77h, 77j, 77k, 77s,
77aa(25), 77aa(26), 77ddd, 77eee, 77ggg, 77hhh, 77iii, 77jjj,
77nnn, 77sss, 78c, 78i, 78j, 78l, 78m, 78n, 78o, 78w, 78ll(d),
79e, 79n, 79t, 80a-8, 80a-29, 80a-30, 80a-37, 80b-11, unless
otherwise noted.
* * * * *
16. By revising instructions 2.C and 3.C of the
Instructions to Paragraph (b) of 229.404 to read as follows:
229.404 (Item 404) Certain relationships and related
transactions.
* * * * *
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Instructions to Paragraph (b) of Item 404
* * * * *
2. * * *
C. Payments made or received by subsidiaries other than
significant subsidiaries as defined in Rule 1-02(w) of Regulation
S-X [ 210.1-02(w) of this chapter], provided that all such
subsidiaries making or receiving payments, when considered in the
aggregate as a single subsidiary, would not constitute a
significant subsidiary as defined in Rule 1-02(w).
3. * * *
C. Indebtedness incurred by subsidiaries other than
significant subsidiaries as defined in Rule 1-02(w) of Regulation
S-X [ 210.1-02(w) of this chapter], provided that all such
subsidiaries incurring indebtedness, when considered in the
aggregate as a single subsidiary, would not constitute a
significant subsidiary as defined in Rule 1-02(w).
* * * * *
17. By revising the second sentence in paragraph
(b)(21)(ii) of 229.601 to read as follows:
229.601 (Item 601) Exhibits.
* * * * *
(b) * * *
(21) Subsidiaries of the registrant.
(i) * * *
(ii) * * * (See the definition of "significant subsidiary"
in Rule 1-02(w) (17 CFR 210.1-02(w)) of Regulation S-X.) * * *
* * * * *
PART 249 - FORMS, SECURITIES EXCHANGE ACT OF 1934
18. The authority citation for Part 249 continues to read
in part as follows:
AUTHORITY: 15 U.S.C. 78a, et seq., unless otherwise noted;
* * * * *
19. By amending Form 20-F (referenced in 249.220f) by
revising paragraph (a) to Item 17 and paragraph (a) to Item 18 to
read as follows:
NOTE: THE TEXT OF FORM 20-F IS NOT AND THE AMENDMENTS
WILL NOT APPEAR IN THE CODE OF FEDERAL
REGULATIONS.
Form 20-F
* * * * *
Item 17. Financial Statements.
(a) The registrant shall furnish financial statements for
the same fiscal years and accountants' certificates that would be
required to be furnished if the registration statement were on
Form 10 or the annual report on Form 10-K. Schedules designated
by 210.12-04, 210.12-09, 210.12-15, 210.12-16, 210.12-17,
210.12-18, 210.12-28, and 210.12-29 of this chapter shall be
furnished if applicable to the registrant.
* * * * *
Item 18. Financial Statements.
(a) The registrant shall furnish financial statements for
the same fiscal years and accountants' certificates that would be
required to be furnished if the registration statement were on
Form 10 or the annual report on Form 10-K. Schedules designated
by 210.12-04, 210.12-09, 210.12-15, 210.12-16, 210.12-17,
210.12-18, 210.12-28, and 210.12-29 of this chapter shall be
furnished if applicable to the registrant.
* * * * *
By the Commission.
-------------------- BEGINNING OF PAGE #13 -------------------
Jonathan G. Katz
Secretary
Dated: December 13, 1994