

[Federal Register: December 5, 2005 (Volume 70, Number 232)]
[Rules and Regulations]               
[Page 72372-72373]
From the Federal Register Online via GPO Access [wais.access.gpo.gov]
[DOCID:fr05de05-13]                         

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SECURITIES AND EXCHANGE COMMISSION

17 CFR Parts 229 and 239

[Release Nos. 33-8518A; 34-50905A; File No. S7-21-04]

 
Asset-Backed Securities

AGENCY: Securities and Exchange Commission.

ACTION: Final rule; technical amendments.

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SUMMARY: This document contains corrections to final rules which were 
published in the Federal Register on Friday, January 7, 2005 (70 FR 
1506). The rules relate to the registration, disclosure and reporting 
requirements for asset-backed securities under the Securities Act of 
1933 and the Securities Exchange Act of 1934.

DATES: Effective Date: December 5, 2005. The Compliance Dates are the 
same as in Release No. 33-8518.

FOR FURTHER INFORMATION CONTACT: Katherine W. Hsu, Special Counsel, 
Office of Rulemaking, at (202) 551-3430, Division of Corporation 
Finance, U.S. Securities and Exchange Commission, 100 F Street, NE., 
Washington, DC 20549.

SUPPLEMENTARY INFORMATION: On December 22, 2004, the Commission adopted 
changes to address comprehensively the registration, disclosure, and 
reporting requirements for asset-backed securities under the Securities 
Act of 1933 (``Securities Act'') and the Securities Exchange Act of 
1934.\1\ Items 1100 and 1105 \2\ of Regulation AB \3\ and General 
Instruction I.B. to Form S-3 \4\ under the Securities Act in the final 
regulations, as published, contain errors that need correction. We are 
also correcting language in paragraph 4 of the certification for asset-
backed issuers required by paragraph (b)(31)(ii) of Item 601 \5\ of 
Regulation S-K \6\ to conform to the corresponding provisions in Item 
1123 \7\ of Regulation AB.
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    \1\ See Release No. 33-8518 (Dec. 22, 2004) [70 FR 1506].
    \2\ 17 CFR 229.1100 and 17 CFR 229.1105.
    \3\ 17 CFR 229.1100 et seq.
    \4\ 17 CFR 239.13.
    \5\ 17 CFR 229.601.
    \6\ 17 CFR 229.10 et seq.
    \7\ 17 CFR 229.1123.
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Text of Amendments

List of Subjects in 17 CFR Parts 229 and 239

    Reporting and recordkeeping requirements, Securities.

0
In accordance with the foregoing, Title 17, Chapter II of the Code of 
Federal Regulations is amended as follows:

[[Page 72373]]

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

0
1. 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, 77z-2, 
77z-3, 77aa(25), 77aa(26), 77ddd, 77eee, 77ggg, 77hhh, 77iii, 77jjj, 
77nnn, 77sss, 78c, 78i, 78j, 78l, 78m, 78n, 78o, 78u-5, 78w, 78ll, 
78mm, 79e, 79j, 79n, 79t, 80a-8, 80a-9, 80a-20, 80a-29, 80a-30, 80a-
31(c), 80a-37, 80a-38(a), 80a-39, 80b-11, and 7201 et seq.; and 18 
U.S.C. 1350, unless otherwise noted.


Sec.  229.601  [Amended]

0
2. Section 229.601 is amended by adding the phrase ``in all material 
respects'' after the words ``servicing agreement(s)'' in both places 
that those words appear in paragraph (4) of the Certifications section 
that follows the introductory language in paragraph (b)(31)(ii).


Sec.  229.1100  [Amended]

0
3. Section 229.1100 is amended by revising the heading to the 
instruction to paragraph (c)(2) that reads ``Instruction to Item 
1101(c)(2)'' to read ``Instruction to Item 1100(c)(2)''.


Sec.  229.1105  [Amended]

0
4. Section 229.1105 is amended by revising the phrase ``weighted 
average initial pool balance'' in the second sentence of paragraph 
(a)(3)(iii) to read ``weighted average initial loan balance''.

PART 239--FORMS PRESCRIBED UNDER THE SECURITIES ACT OF 1933

0
5. The authority citation for part 239 continues to read in part as 
follows:

    Authority: 15 U.S.C. 77f, 77g, 77h, 77j, 77s, 77z-2, 77sss, 78c, 
78l, 78m, 78n, 78o(d), 78u-5, 78w(a), 78ll(d), 79e, 79f, 79g, 79j, 
79l, 79m, 79n, 79q, 79t, 80a-8, 80a-24, 80a-26, 80a-29, 80a-30, and 
80a-37, unless otherwise noted.


0
6. Form S-3 is amended by revising paragraph (b) of General Instruction 
I.B.5. to read as follows:


    Note: The text of Form S-3 does not, and this amendment will 
not, appear in the Code of Federal Regulations.

Form S-3

* * * * *
General Instructions
I. Eligibility Requirements for Use of Form S-3
* * * * *

B. Transaction Requirements * * *

5. Offerings of Investment Grade Asset-Backed Securities

    (a) * * *
    (b) Securities relating to an offering of asset-backed securities 
registered in accordance with paragraph (a) of this General Instruction 
I.B.5 where those securities represent an interest in or the right to 
the payments of cash flows of another asset pool and meet the 
requirements of Securities Act Rule 190(c)(1) through (4) (17 CFR 
230.190(c)(1) through (4)).
* * * * *

    Dated: November 29, 2005.
Jonathan G. Katz,
Secretary.
[FR Doc. 05-23614 Filed 12-2-05; 8:45 am]

BILLING CODE 8010-01-P
