Invitation to Participate in

NSMIA Uniformity Study Survey

Introduction

We are asking for your help as a part of a study we are conducting regarding state securities (or "blue sky") regulation. This introduction and the questions which follow describe what we are studying and why. Your response to this survey is totally voluntary, but it would be very helpful if you do respond.

The National Securities Markets Improvement Act of 1996 ("NSMIA") contains significant provisions that realign the regulatory partnership between federal and state securities regulators. NSMIA amended the Securities Act of 1933 to preempt state blue sky registration and review of specified securities and offerings. These preempted offerings are no longer subject to state registration and review. NSMIA also requires the U.S. Securities and Exchange Commission ("SEC") to conduct a study and report to Congress by October 11, 1997 on the extent to which uniformity of state regulatory requirements for securities or securities transactions has been achieved for securities or securities transactions that are not preempted under NSMIA. The SEC would like to receive your views to help us prepare our report.

Generally, the states are preempted with respect to issuer offerings of securities listed on the New York Stock Exchange, the American Stock Exchange and Nasdaq National Market System. Also preempted are issuer offerings of registered investment company securities, most exempt securities and many private placements, although the states may still require notice and fees for these offerings. Many issuer securities offerings, however, are not preempted and remain subject to state regulation. These offerings include, among others:

• securities quoted on Nasdaq SmallCap;

• securities listed on regional exchanges;

• various debt securities, including asset-backed and mortgage-backed securities;

• securities issued in Section 4(2) private placements that do not meet the safe harbor requirements of Rule 506; and

• securities issued in Rule 504 and 505 offerings under Regulation D or pursuant to Regulation A.

We have prepared and presented below several questions about state regulation of securities offerings. There are two sets of questions. The first set should be answered by securities issuers; the second set should be answered by underwriters, broker-dealers and securities lawyers. Please take time to look at and respond to these questions. Please include negative or "not applicable" responses, if appropriate.

You may respond by letter, either by mail or e-mail. Please mark your letter S7-20-97. You may send us your letter by doing one of the following:

• The letter may be mailed to:

  Jonathan G. Katz
  Secretary
  Securities and Exchange Commission
  450 Fifth Street, N.W.
  Washington, D.C. 20549

• The letter may be e-mailed to:

  uniformity@sec.gov

Please send your letter in time to arrive by August 15, 1997.

If you have any questions, please call James Budge or John Reynolds at (202) 942-2950. Thank you very much. We look forward to hearing from you!

• Questions for Securities Issuers

• Questions for Underwriters, Broker-dealers   and Securities Lawyers

Questions for Securities Issuers

Question 2. Has your company engaged, in the past two years, in one or more offerings of securities that are NOT preempted under NSMIA (i.e., securities offerings which remain subject to state registration and review)?

Question 3. If yes, please indicate the following for each offering:

• Describe the type of securities offered, (e.g., common stock, debt, asset-backed securities, etc.).

• The commencement date of the offering.

• Whether the offering was registered with the SEC.

• Whether the offering was exempt from registration with the SEC. Please describe the exemption relied upon (e.g., Regulation D Rule 504, 505 or 506, or Regulation A).

• Whether the offering was registered in any state (which states?).

• Whether the offering was exempt from registration in any state (which states?). Please describe the exemptions relied upon.

Question 4. For each offering, please describe similarities and differences in treatment by the states. Specific examples would be most helpful. The areas which you may wish to address include:

• Notice and other filing requirements.

• Disclosure requirements.

• Review by the states.

• Comments received from the states.

• Timing considerations.

• Sophistication or suitability standards for investors.

• Issuer undertakings or representations.

• Advertising and solicitation restrictions.

Question 5. Have you noticed changes in state laws or regulations or the manner in which the states apply their laws and regulations since the adoption of NSMIA on October 11, 1996? If yes, please describe these changes.

Question 6. Please make any additional comments with respect to uniformity of state regulation of securities offerings that you consider important or matters that should be considered for the NSMIA Uniformity Study.

Questions for Underwriters, Broker-dealers
and Securities Lawyers

Question 2. Please tell us about your securities offering experience during the past two years by indicating the following for each offering:

• The commencement date of the offering.

• What was your role in the offering?

• Was the offering registered with the SEC?

• Was the offering exempt from registration with the SEC? Please describe the exemption relied upon (e.g., Regulation D Rule 504, 505 or 506 or Regulation A).

• Was the offering registered in any state (which states?)?

• Was the offering exempt from registration in any state (which states?)? Please describe the exemptions relied upon.

• Describe the type of securities offered, (e.g., common stock, debt, asset-backed securities, etc.).

• Markets which the securities are traded upon, if any.

Note: If you have participated in more than just a few offerings during this time period, a representative sampling of offerings will suffice.

Question 3. For each offering, please describe similarities and differences in treatment by the states. Specific examples would be most helpful. The areas which you may wish to address include:

• Notice and other filing requirements.

• Disclosure requirements.

• Review by the states.

• Comments received from the states.

• Timing considerations.

• Sophistication or suitability standards for investors.

• Advertising and solicitation restrictions.

• Issuer undertakings or representations.

• Restrictions on the use of unlicensed or unregistered broker-dealers or sales agents.

• Limitations on broker/dealer compensation or offering expenses.

Question 4. Have you noticed changes in state laws or regulations or the manner in which the states apply their laws and regulations since the adoption of NSMIA on October 11, 1996? If yes, please describe these changes.

Question 5. Please make any additional comments with respect to uniformity of state regulation of securities offerings that you consider important or matters that should be considered for the NSMIA Uniformity Study.

http://www.sec.gov/rules/other/uniform.htm