Memo #
8219
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, and Unit Investment Trust Committee No. 29-96, dated
July 25, 1996.
September 9, 1996
TO: CLOSED-END FUND COMMITTEE No. 30-96
INVESTMENT ADVISERS COMMITTEE No. 21-96
SEC RULES COMMITTEE No. 98-96
UNIT INVESTMENT TRUST COMMITTEE No. 38-96
RE: INSTITUTE COMMENT LETTER ON RULE CHANGES CONCERNING
DISCLOSURE OF OWNERSHIP IN PUBLIC COMPANIES
______________________________________________________________________________
As we previously informed you, the Securities and Exchange Commission has re-
proposed rule amendments relating to the reporting of beneficial ownership in publicly-held
corporations under Sections 13(d) and 13(g) of the Securities Exchange Act of 1934.1 The
Institute submitted the attached comment letter to the SEC today. In addition to supporting the
Commissions general goal of 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
(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.
Alexander C. Gavis
Assistant Counsel
Attachment