

[Federal Register: August 10, 2007 (Volume 72, Number 154)]
[Rules and Regulations]               
[Page 45109-45113]
From the Federal Register Online via GPO Access [wais.access.gpo.gov]
[DOCID:fr10au07-13]                         


[[Page 45109]]

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Part III





Securities and Exchange Commission





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17 CFR Parts 239, 240, 249, and 274



Deletion of References to IRS Identification Numbers; Final Rule


[[Page 45110]]


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SECURITIES AND EXCHANGE COMMISSION

17 CFR Parts 239, 240, 249 and 274

[Release Nos. 33-8830, 34-56205, IC-27923]

 
Deletion of References to IRS Identification Numbers

AGENCY: Securities and Exchange Commission.

ACTION: Final rule.

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SUMMARY: We are removing a number of references to filers' IRS 
identification numbers currently found in several disclosure schedules 
and forms because we do not need that information to process the 
documents, nor is the information material to investors.

DATES: Effective Date: August 10, 2007.

FOR FURTHER INFORMATION CONTACT: James Budge [(202) 551-3115], Division 
of Corporation Finance, Securities and Exchange Commission, 100 F 
Street, NE., Washington, DC 20459-5553.

SUPPLEMENTARY INFORMATION: We are adopting minor, technical amendments 
to Form 144 \1\ under the Securities Act of 1933 (``Securities Act'') 
\2\ and Forms 3, 4 and 5,\3\ descriptions of these forms \4\ and 
Schedules 13D, 13G and TO \5\ under the Securities Exchange Act of 1934 
(``Exchange Act'').\6\
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    \1\ 17 CFR 239.144.
    \2\ 15 U.S.C. 77a et seq.
    \3\ 17 CFR 249.103, 249.104 and 249.105. Forms 3 and 4 also are 
referenced in connection with the Investment Company Act of 1940 
(``Investment Company Act'') [15 U.S.C. 80a-1 et seq.] in 17 CFR 
274.202 and 274.203.
    \4\ 17 CFR 249.103, 249.104 and 249.105, respectively.
    \5\ 17 CFR 240.13d-101, 240.13d-102 and 240.14d-100, 
respectively.
    \6\ 15 U.S.C. 78a et seq.
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I. The Amendments

IRS Identification Numbers

    We are amending several disclosure schedules, forms and form 
descriptions to delete references to IRS identification numbers.
    Schedules 13D, 13G and TO provide that a reporting person that is 
an entity may, at its option, include its IRS identification number on 
the cover page.\7\ Form 144 requires a reporting person that is an 
entity to include its IRS identification number in the filing.\8\ 
Although we sought IRS identification numbers in the past to better 
process filings, we no longer use them. In addition, IRS identification 
numbers serve no useful purpose to investors in the context of these 
disclosure documents. The number appears in beneficial ownership 
reports and Schedule TO only when a non-natural person chooses to 
include it. In the case of Form 144, only forms filed by non-natural 
persons include the number. Since the Commission and the public have 
more reliable means to track who is filing these documents based on 
information unrelated to IRS identification numbers, we are eliminating 
references to IRS identification numbers in these schedules and Form 
144.\9\
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    \7\ Schedules 13D and 13G are used by significant security 
holders to disclose securities ownership and transaction information 
under Exchange Act Sections 13(d) [15 U.S.C. 78m(d)] and 13(g) [15 
U.S.C. 78m(g)]. Schedule TO is used by bidders to disclose tender 
offer information under Exchange Act Sections 13(e)(1) [15 U.S.C. 
78m(e)(1)] and 14(d)(1) [15 U.S.C. 78n(d)(1)]. Schedule TO 
indirectly permits filers that are entities to include an IRS 
identification number by permitting them to amend a previously filed 
Schedule 13D to create a combined filing with the Schedule TO.
    \8\ Form 144 is used by security holders to disclose securities 
transaction information under Securities Act Rule 144 [17 CFR 
230.144].
    \9\ In Schedules 13D and 13G, references appear in Item 1 of the 
cover page and its related instruction. In all three schedules 
references appear under the heading ``Special Instructions for 
Complying with Schedule * * *.'' In Form 144, we are deleting IRS 
identification numbers references from Item 2(b) and its related 
instruction. The remaining Items in Form 144 will be renumbered as 
needed.
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    In 2003, we modified Forms 3, 4 and 5 in part to remove provisions 
allowing reporting persons to provide IRS identification numbers in 
those filings.\10\ However, several references to IRS identification 
numbers inadvertently were not removed from related form descriptions 
and instructions. Accordingly, we are amending those descriptions and 
instructions to remove all references to IRS identification 
numbers.\11\
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    \10\ Form 3 is used by an officer, director or principal 
security holder (collectively, ``insider'') to disclose securities 
ownership information under Exchange Act Section 16(a) [15 U.S.C. 
78p(a)]. Forms 4 and 5 are used by insiders to disclose securities 
transaction information under Exchange Act Section 16(a). Forms 3, 4 
and 5 permitted filers that were entities to include their IRS 
identification numbers until the forms were amended in 2003. See 
Release No. 33-8230 (May 7, 2003) [68 FR 25788 (May 13, 2003)].
    \11\ The forms are described at 17 CFR 249.103, 249.104, 
249.105, 274.202 and 274.203. Only the descriptions under 17 CFR 
Part 249, however, contain references to IRS identification numbers. 
We are amending these descriptions, as well as the paragraph that 
precedes the heading ``General Instructions'' in each form.
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II. Paperwork Reduction Act

    The amendments will affect three schedules and four forms that 
contain ``collection of information'' requirements within the meaning 
of the Paperwork Reduction Act of 1995.\12\ The titles of the affected 
information collections are Securities Act Form 144 and Exchange Act 
Schedules 13D, 13G and TO and Forms 3, 4 and 5.
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    \12\ 44 U.S.C. 3501 et seq.
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    Form 144 (OMB Control Number 3235-0101) is used by security holders 
to disclose securities transaction information under Securities Act 
Rule 144.
    Schedules 13D and 13G (both with OMB Control Number 3235-0145) are 
used by significant security holders to disclose securities ownership 
and transaction information under Exchange Act Sections 13(d) and 
13(g).
    Schedule TO (OMB Control Number 3235-0515) is used by bidders to 
disclose tender offer information under Exchange Act Sections 13(e)(1) 
and 14(d)(1).
    Form 3 (OMB Control Number 3235-0104) is used by insiders to 
disclose securities ownership information under Exchange Act Section 
16(a).
    Forms 4 (OMB Control Number 3235-0287) and 5 (OMB Control Number 
3235-0362) are used by insiders to disclose securities transaction 
information under Exchange Act Section 16(a).
    An agency may not conduct or sponsor, and a person is not required 
to respond to, a collection of information unless it displays a 
currently valid control number.
    The removal of the provisions will result in a negligible reduction 
in filer burden that is too minimal to quantify and does not affect any 
collection of information in a substantive way. 44 U.S.C. 3507(h)(3) 
and 5 CFR 1320(g). Consequently, we have not submitted the revisions to 
the collections of information to the Office of Management and Budget 
for review under 44 U.S.C. 3507(d) and 5 CFR 1320.11.

III. Cost-Benefit Analysis

    We expect that the amendments will neither significantly benefit 
investors or filers of beneficial ownership reports and Schedules TO 
and investors, nor will they impose costs on them, since the inclusion 
of IRS numbers in those documents now is voluntary. The amendment to 
remove Form 144's requirement that non-natural reporting persons 
disclose their IRS identification numbers should slightly benefit those 
filers by reducing the amount of information they must provide; these 
amendments should not impose costs on filers or investors.

IV. Effect on Efficiency, Competition and Capital Formation

    Section 23(a)(2) of the Exchange Act \13\ requires us, when 
adopting rules

[[Page 45111]]

under the Exchange Act, to consider the impact that any rule would have 
on competition. In addition, Section 23(a)(2) prohibits us from 
adopting any rule that would impose a burden on competition not 
necessary or appropriate in furtherance of the purposes of the Exchange 
Act. Furthermore, Section 2(b) of the Securities Act,\14\ Section 3(f) 
of the Exchange Act,\15\ and Section 2(c) of the Investment Company Act 
\16\ require us, when engaging in rulemaking where we are required to 
consider or determine whether an action is necessary or appropriate in 
the public interest, to consider, in addition to the protection of 
investors, whether the action will promote efficiency, competition, and 
capital formation.
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    \13\ 15 U.S.C. 78w(a)(2).
    \14\ 15 U.S.C. 77b(b).
    \15\ 15 U.S.C. 78c(f).
    \16\ 15 U.S.C. 80a-2(c).
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    The amendments merely remove the voluntary or required inclusion of 
information that is no longer useful and make conforming technical 
changes. We believe the amendments will not impose a burden on 
competition and have no impact on efficiency, competition or capital 
formation.

V. Certain Findings

    Under the Administrative Procedure Act (``APA''), notice of 
proposed rulemaking is not required when an agency, for good cause, 
finds ``that notice and public procedure thereon are impracticable, 
unnecessary, or contrary to the public interest.'' \17\ As we have 
explained previously, IRS identification numbers do not provide useful 
information in the context of federal securities law disclosures made 
in Schedules 13D, 13G and TO and Form 144 filings. They are provided 
only in certain of those filings, mostly on a voluntary basis. The 
changes we are adopting today remove the opportunities to provide 
information that we sought for internal processing purposes, but have 
found is no longer useful. Therefore, we believe publication for public 
comment is unnecessary. In addition, the amendments to Forms 3, 4 and 5 
and their descriptions to delete references to the filer's IRS 
identification number are technical changes to conform to a previous 
rule change and have no practical effect. Accordingly, we find that 
publishing notice of these amendments is likewise unnecessary.\18\
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    \17\ 5 U.S.C. 553(b)(3)(B).
    \18\ For similar reasons, the amendments do not require analysis 
under the Regulatory Flexibility Act or a report to Congress under 
the Small Business Regulatory Fairness Act. See 5 U.S.C. 601(2) (for 
purposes of a Regulatory Flexibility Act analysis, the term ``rule'' 
means any rule for which the agency publishes a general notice of 
proposed rulemaking) and 5 U.S.C. 804(3)(C) (for purposes of 
Congressional review of agency rulemaking, the term ``rule'' does 
not include any rule of agency organization, procedure or practice 
that does not substantially affect the rights or obligations of non-
agency parties).
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    The APA also requires publication of a rule at least 30 days before 
its effective date unless the agency finds otherwise for good 
cause.\19\ Since we find this information to be not useful or 
necessary, we see no reason to retain the provisions for 30 days after 
these rule changes are published in the Federal Register. We believe 
filers should be able to have the limited benefits of these changes 
immediately. Consequently, we find there is good cause for the 
amendments to take effect immediately upon publication in the Federal 
Register.
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    \19\ See 5 U.S.C. 553(d)(3).
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VI. Statutory Basis

    We are adopting the amendments under the authority in Section 19(a) 
\20\ of the Securities Act, Sections 13,\21\ 14,\22\ 16 \23\ and 23(a) 
\24\ of the Exchange Act, and Sections 30(h) \25\ and 38 \26\ of the 
Investment Company Act.
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    \20\ 15 U.S.C. 77s(a).
    \21\ 15 U.S.C. 78m.
    \22\ 15 U.S.C. 78n.
    \23\ 15 U.S.C. 78p.
    \24\ 15 U.S.C. 78w(a).
    \25\ 15 U.S.C. 80a-29(h).
    \26\ 15 U.S.C. 80a-37.
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Text of Rule Amendments

List of Subjects in 17 CFR Parts 239, 240, 249 and 274

    Reporting and recordkeeping requirements, Securities.

0
For the reasons set out in the preamble, we amend Title 17, Chapter II 
of the Code of Federal Regulations as follows.

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

0
1. 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, 77z-3, 
77sss, 78c, 78l, 78m, 78n, 78o(d), 78u-5, 78w(a), 78ll(d), 78mm, 
80a-2(a), 80a-3, 80a-8, 80a-9, 80a-10, 80a-13, 80a-24, 80a-26, 80a-
29, 80a-30, and 80a-37, unless otherwise noted.
* * * * *

0
2. Amend Form 144 (referenced in Sec.  239.144) by:
0
a. Removing Item 2(b) and redesignating Items 2(c) and 2(d) as Items 
2(b) and 2(c);
0
b. Removing Instruction 2(b) and redesignating Instructions 2(c) and 
2(d) as Instructions (b) and 2(c).

    Note: The text of Form 144 does not and this amendment will not 
appear in the Code of Federal Regulations.

PART 240--GENERAL RULES AND REGULATIONS, SECURITIES EXCHANGE ACT OF 
1934

0
3. The authority citation for part 240 continues to read, in part, as 
follows:

    Authority: 15 U.S.C. 77c, 77d, 77g, 77j, 77s, 77z-2, 77z-3, 
77eee, 77ggg, 77nnn, 77sss, 77ttt, 78c, 78d, 78e, 78f, 78g, 78i, 
78j, 78j-1, 78k, 78k-1, 78l, 78m, 78n, 78o, 78p, 78q, 78s, 78u-5, 
78w, 78x, 78ll, 78mm, 80a-20, 80a-23, 80a-29, 80a-37, 80b-3, 80b-4, 
80b-11, and 7201 et seq.; and 18 U.S.C. 1350, unless otherwise 
noted.
* * * * *

0
4. Amend Sec.  240.13d-101 by:
0
a. Revising Item 1 on the Cover Page;
0
b. Revising Item 1 of the Instructions for Cover Page; and
0
c. Revising the Special Instructions for Complying with Schedule 13D, 
to read as follows:


Sec.  240.13d-101  Schedule 13D--Information to be included in 
statements filed pursuant to Sec.  240.13d-1(a) and amendments thereto 
filed pursuant to Sec.  240.13d-2(a).

Securities and Exchange Commission, Washington, DC 20549

Schedule 13D
* * * * *
    (1) Names of reporting persons.
* * * * *

Instructions for Cover Page

    (1) Names of Reporting Persons--Furnish the full legal name of each 
person for whom the report is filed--i.e., each person required to sign 
the schedule itself--including each member of a group. Do not include 
the name of a person required to be identified in the report but who is 
not a reporting person.
* * * * *

Special Instructions for Complying With Schedule 13D

    Under sections 13(d) and 23 of the Securities Exchange Act of 1934 
and the rules and regulations thereunder, the Commission is authorized 
to solicit the information required to be supplied by this schedule by 
certain security holders of certain issuers.
    Disclosure of the information specified in this schedule is 
mandatory. The information will be used for the primary purpose of 
determining and disclosing the holdings of certain beneficial owners of 
certain equity securities. This statement will be made a matter of 
public record. Therefore, any information given will be available for 
inspection by any member of the public.

[[Page 45112]]

    Because of the public nature of the information, the Commission can 
use it for a variety of purposes, including referral to other 
governmental authorities or securities self-regulatory organizations 
for investigatory purposes or in connection with litigation involving 
the federal securities laws or other civil, criminal or regulatory 
statutes or provisions.
    Failure to disclose the information requested by this schedule may 
result in civil or criminal action against the persons involved for 
violation of the federal securities laws and rules promulgated 
thereunder.
* * * * *

0
5. Amend Sec.  240.13d-102 by:
0
a. Revising Item 1 on the Cover Page;
0
b. Revising Item 1 of the Instructions for Cover Page; and
0
c. Revising the Special Instructions for Complying with Schedule 13G, 
to read as follows:


Sec.  240.13d-102  Schedule 13G--Information to be included in 
statements filed pursuant to Sec.  240.13d-1(b), (c), and (d) and 
amendments thereto filed pursuant to Sec.  240.13d-2.

Securities and Exchange Commission, Washington, DC 20549

Schedule 13G
* * * * *
    (1) Names of reporting persons.
* * * * *

Instructions for Cover Page

    (1) Names of Reporting Persons--Furnish the full legal name of each 
person for whom the report is filed--i.e., each person required to sign 
the schedule itself--including each member of a group. Do not include 
the name of a person required to be identified in the report but who is 
not a reporting person.
* * * * *

Special Instructions for Complying With Schedule 13G

    Under Sections 13(d), 13(g) and 23 of the Securities Exchange Act 
of 1934 and the rules and regulations thereunder, the Commission is 
authorized to solicit the information required to be supplied by this 
schedule by certain security holders of certain issuers.
    Disclosure of the information specified in this schedule is 
mandatory. The information will be used for the primary purpose of 
determining and disclosing the holdings of certain beneficial owners of 
certain equity securities. This statement will be made a matter of 
public record. Therefore, any information given will be available for 
inspection by any member of the public.
    Because of the public nature of the information, the Commission can 
use it for a variety of purposes, including referral to other 
governmental authorities or securities self-regulatory organizations 
for investigatory purposes or in connection with litigation involving 
the Federal securities laws or other civil, criminal or regulatory 
statutes or provisions.
    Failure to disclose the information requested by this schedule may 
result in civil or criminal action against the persons involved for 
violation of the Federal securities laws and rules promulgated 
thereunder.
* * * * *

0
6. Amend Sec.  240.14d-100 by revising the Special Instructions for 
Complying with Schedule TO to read as follows:


Sec.  240.14d-100  Schedule TO. Tender offer statement under section 
14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934.

Securities and Exchange Commission, Washington, DC 20549

Schedule TO
* * * * *

Special Instructions for Complying With Schedule TO

    Under Sections 13(e), 14(d) and 23 of the Act and the rules and 
regulations of the Act, the Commission is authorized to solicit the 
information required to be supplied by this schedule.
    Disclosure of the information specified in this schedule is 
mandatory. The information will be used for the primary purpose of 
disclosing tender offer and going-private transactions. This statement 
will be made a matter of public record. Therefore, any information 
given will be available for inspection by any member of the public.
    Because of the public nature of the information, the Commission can 
use it for a variety of purposes, including referral to other 
governmental authorities or securities self-regulatory organizations 
for investigatory purposes or in connection with litigation involving 
the federal securities laws or other civil, criminal or regulatory 
statutes or provisions.
    Failure to disclose the information required by this schedule may 
result in civil or criminal action against the persons involved for 
violation of the federal securities laws and rules.
* * * * *

PART 249--FORMS, SECURITIES EXCHANGE ACT OF 1934

0
7. The authority citation for Part 249 continues to read in part as 
follows:

    Authority: 15 U.S.C. 78a et seq. and 7202, 7233, 7241, 7262, 
7264, and 7265; and 18 U.S.C. 1350, unless otherwise noted.
* * * * *


Sec.  249.103  [Amended]

0
8. Amend Sec.  249.103 by:
0
a. Removing from the second sentence the phrase ``sections 17(a) and 
20(a) of the Public Utility Holding Company Act of 1935 (15 U.S.C. 
79q(a) and 79t(a));''
0
b. Removing from the third sentence the phrase ``, except for 
disclosure of I.R.S. identification number by entities, which is 
voluntary''; and
0
c. Removing the fourth sentence.


Sec.  249.104  [Amended]

0
9. Amend Sec.  249.104 by:
0
a. Removing from the second sentence the phrase ``sections 17(a) and 
20(a) of the Public Utility Holding Company Act of 1935 (15 U.S.C. 
79q(a) and 79t(a));''
0
b. Removing from the third sentence the phrase ``, except for 
disclosure of I.R.S. identification number by entities, which is 
voluntary''; and
0
c. Removing the fourth sentence.


Sec.  249.105  [Amended]

0
10. Amend Sec.  249.105 by:
0
a. Removing from the second sentence the phrase ``sections 17(a) and 
20(a) of the Public Utility Holding Company Act of 1935 (15 U.S.C. 
79q(a) and 79t(a));''
0
b. Removing from the third sentence the phrase ``, except for 
disclosure of I.R.S. identification number by entities, which is 
voluntary''; and

0
c. Removing the fourth sentence.
0
11. Amend Form 5 (referenced in Sec.  249.105) by:
0
a. Removing the phrase ``, Section 17(a) of the Public Utility Holding 
Company Act of 1935'' from the first paragraph following the heading 
``Annual Statement of Changes in Beneficial Ownership of Securities'';
0
b. Removing from the first sentence of the second paragraph of the 
introductory section preceding the General Instructions the phrase ``, 
except for disclosure of the I.R.S. identification number of the 
reporting person if such person is an entity, which is voluntary''; and
0
c. Removing the second sentence of the second paragraph of the 
introductory section preceding the General Instructions.

    Note: The text of Form 5 does not and this amendment will not 
appear in the Code of Federal Regulations.

PART 274--FORMS PRESCRIBED UNDER THE INVESTMENT COMPANY ACT OF 1940

0
12. The authority citation for Part 274 continues to read in part as 
follows:


[[Page 45113]]


    Authority: 15 U.S.C. 77f, 77g, 77h, 77j, 77s, 78c(b), 78l, 78m, 
78n, 78o(d), 80a-8, 80a-24, 80a-26, and 80a-29, unless otherwise 
noted.
* * * * *

PART 249--FORMS, SECURITIES EXCHANGE ACT OF 1934

PART 274--FORMS PRESCRIBED UNDER THE INVESTMENT COMPANY ACT OF 1940

0
13. Amend Form 3 (referenced in Sec.  249.103 and Sec.  274.202) by:
0
a. Removing the phrase ``, Sections 17(a) and 20(a) of the Public 
Utility Holding Company Act of 1935'' from the first paragraph 
following the heading ``Initial Statement of Beneficial Ownership of 
Securities'';
0
b. Removing from the first sentence of the second paragraph of the 
introductory section preceding the General Instructions the phrase ``, 
except for disclosure of the I.R.S. identification number of the 
reporting person if such person is an entity, which is voluntary''; and
0
c. Removing the second sentence of the second paragraph of the 
introductory section preceding the General Instructions.

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


0
14. Amend Form 4 (referenced in Sec.  249.104 and Sec.  274.203) by:
0
a. Removing the phrase ``, Sections 17(a) and 20(a) of the Public 
Utility Holding Company Act of 1935'' from the first paragraph 
following the heading ``Statement of Changes in Beneficial Ownership'';
0
b. Removing from the first sentence of the second paragraph of the 
introductory section preceding the General Instructions the phrase ``, 
except for disclosure of the I.R.S. identification number of the 
reporting person if such person is an entity, which is voluntary''; and
0
c. Removing the second sentence of the second paragraph of the 
introductory section preceding the General Instructions.

    Note: The text of Form 4 does not and this amendment will not 
appear in the Code of Federal Regulations.


    Dated: August 6, 2007.

    By the Commission.
Nancy M. Morris,
Secretary.
 [FR Doc. E7-15595 Filed 8-9-07; 8:45 am]

BILLING CODE 8010-01-P
