Manual of Publicly Available Telephone Interpretations

Compiled by the Office of Chief Counsel, Division of Corporation Finance

About the Manual

The Division of Corporation Finance responds to thousands of telephone inquiries annually concerning the statutes, rules and regulations it administers. While the statements made by members of the staff on the telephone are intended to be helpful to the persons making the inquiries, they are not binding due to their highly informal nature. This manual, which is a public compilation of certain responses to telephone inquiries, was first developed for staff training and discussion purposes.

The responses discussed in this manual do not necessarily reflect the views and policies of the Commission or the Division of Corporation Finance. These responses are not rules, regulations, or statements of the Commission. Further, the Commission has neither approved nor disapproved these responses. The responses discussed in this manual do not necessarily contain a discussion of all material considerations necessary to reach the conclusions stated. Accordingly, these responses are intended as general guidance and should not be relied on as definitive. There can be no assurance that the information in this manual is current, as the positions expressed may change without notice.

This manual is updated periodically. When a new or updated section is added to the manual, the date of the update and the fact that it is new or updated will be noted in the index on this page. In order to facilitate the updating of this manual, responses in any updated portions of the manual have been renumbered. New or updated portions of the manual will have this same numbering system in order to facilitate the future addition or deletion of responses. Further, letter designations for each of the substantive sections of the manual have been removed from the index and should no longer be regarded as indicating the relative order of the sections. As each substantive section is updated, the letter designation will be removed from the underlying document as well.

Index

Securities Act Sections (July 1997)

Securities Act Rules (July 1997)

Securities Act Rule 144 (July 1997)

Securities Act Rule 415 (July 1997)

Securities Act Regulation D and Rule 701 (July 1997)

Industry Guides (July 1997)

Securities Act Forms (July 1997)

Securities Act Form S-3 (July 1997)

Regulation S-K (July 1997)

Item 402 of Regulation S-K (July 1997)

Regulation S-B (July 1997)

Regulation AB (December 2005) UPDATED 02/02/07

Exchange Act Sections (July 1997)

Exchange Act Rules (July 1997)

Proxy Rules and Schedule 14A (July 1997)

Regulations 13D and 13G and Schedules Thereunder (July 1997)

Going Private Rules and Schedule 13E-3 (July 1997)

Tender Offer Rules and Schedules (July 1997)

Section 16 Rules and Forms 3, 4 and 5 (July 1997)

Other Exchange Act Forms (July 1997)

Trust Indenture Act of 1939 (July 1997)

Supplements

The Division has compiled several supplements to this Manual:

September 2004 Interim Supplement (Regarding Unbundling under Rule 14a-4(a)(3))

July 2001 Interim Supplement (Regarding Regulation M-A, the Cross-Border release, and other proxy, tender offer, and going-private interpretations – also includes interpretations issued July 2000)

May 30, 2001 Interim Supplement (Regarding Regulation FD and Rule 10b5-1) (also includes interpretations issued December 6, 2000 and October 19, 2000)

March 2000 Interim Supplement (Regarding Year 2000)

March 1999 Interim Supplement (Additional Interpretations)

http://www.sec.gov/interps/telephone.shtml