Memo #
8178
DRAFT INSTITUTE COMMENT LETTER ON RULE CHANGES CONCERNING DISCLOSURE OF OWNERSHIP IN PUBLIC COMPANIES
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1 See Memorandum to Closed-End Fund Committee No. 20-96, Investment Advisers Committee No. 18-96, SEC Rules Committee No. 77-96, Unit Investment Trust Committee No. 29-96, dated July
25, 1996.
August 26, 1996
TO: CLOSED-END FUND COMMITTEE No. 27-96
INVESTMENT ADVISERS COMMITTEE No. 19-96
SEC RULES COMMITTEE No. 90-96
UNIT INVESTMENT TRUST COMMITTEE No. 36-96
RE: DRAFT INSTITUTE COMMENT LETTER ON RULE CHANGES CONCERNING
DISCLOSURE OF OWNERSHIP IN PUBLIC COMPANIES
______________________________________________________________________________
Attached for your review is a draft of the Institutes comment letter on the Securities
and Exchange Commissions re-proposed rule amendments relating to the reporting of
beneficial ownership in publicly-held corporations under Sections 13(d) of the Exchange Act of
1934.1 In addition to supporting the Commissions general goal in simplifying beneficial
ownership reporting, the letter strongly supports the Commissions decision not to re-propose
a provision that would have required qualified institutional investors who have already filed a
Schedule 13G for a class of equity securities to file a Schedule 13D within ten days of their
acquiring 20 percent or more of the securities and be subject to a cooling-off period.
The letter recommends that the Commission should (1) consider expanding the class of
parent holding companies eligible to file on Schedule 13G; and (2) not adopt the proposed
amendment that would require a copy of each Schedule 13G to be filed with every exchange on
which the security is traded. Both of these recommendations were made in the Institutes
comment letter to the Commission on the originally proposed rule amendments. Since
comments must be received by the Commission by September 9, 1996, please contact the
undersigned (at either 202/326-5923 or gavis@ici.com) by close of business on Thursday,
September 6 with any comments on the draft letter.
Alexander C. Gavis
Assistant Counsel
Attachment