SECURITIES AND EXCHANGE COMMISSION17 CFR PARTS 210, 228, 229, 230, 232, 239, 240, 242, 245 and 249[RELEASE NOS. 33-8518; 34-50905; File No. S7-21-04]RIN 3235-AF74ASSET-BACKED SECURITIESAGENCY:
Securities and Exchange Commission.
ACTION:
Final rule; request for comment.
SUMMARY:
We are adopting new and amended rules and forms to address comprehensivelythe registration, disclosure and reporting requirements for asset-backed securities under theSecurities Act of 1933 and the Securities Exchange Act of 1934. The final rules and formsaccomplish the following: update and clarify the Securities Act registration requirements forasset-backed securities offerings, including expanding the types of asset-backed securities thatmay be offered in delayed primary offerings on Form S-3; consolidate and codify existinginterpretive positions that allow modified Exchange Act reporting that is more tailored andrelevant to asset-backed securities; provide tailored disclosure guidance and requirements forSecurities Act and Exchange Act filings involving asset-backed securities; and streamline andcodify existing interpretive positions that permit the use of written communications in aregistered offering of asset-backed securities in addition to the statutory registration statementprospectus. We also request additional comment regarding the appropriate treatment of certainstructured securities that do not meet our definition of “asset-backed security.”
DATES:
Effective Date: [insert date 60 days after publication in the Federal Register].Comment Date: Comments regarding the request for comment in Section III.A.2.a. of thisdocument and the Form 12b-25 "collection of information" requirement, within the meaning of
2the Paperwork Reduction Act of 1995, should be received on or before [insert date 60 days afterpublication in the Federal Register].Compliance Dates: Any registered offering of asset-backed securities commencing with aninitial bona fide offer after December 31, 2005, and the asset-backed securities that are thesubject of that registered offering, must comply with the new rules and forms. For any suchofferings that rely on Securities Act Rule 415(a)(1)(x), Securities Act registration statementsfiled after August 31, 2005 related to such offerings must be pre-effectively or post-effectivelyamended, as applicable, to make the prospectus included in Part I of the registration statementcompliant and to make any required undertakings or other changes for Part II of the registrationstatement. For Securities Act registration statements that were filed on or before August 31,2005, the prospectus and prospectus supplement, taken together, relating to such offerings thatrely on Rule 415(a)(1)(x) must comply, provided, that, (1) the Securities Act registrationstatement will need to be post-effectively amended if any new undertakings are required to bemade with respect to such offerings in Part II of the registration statement; and (2) the SecuritiesAct registration statement will need to be post-effectively amended to make the prospectusincluded in Part I of the registration statement compliant, as well as to make changes, if any, toPart II of the registration statement with respect to any registered offering of asset-backedsecurities under such registration statement commencing with an initial bona fide offer afterMarch 31, 2006.
ADDRESSES:
Comments may be submitted by any of the following methods:Electronic Comments:
•
Use the Commission’s Internet comment form (http://www.sec.gov/rules/final.shtml); or
3
•
Send an e-mail to rule-comments@sec.gov. Please include File Number S7-21-04 on thesubject line; or
•
Use the Federal eRulemaking Portal (http://www.regulations.gov). Follow theinstructions for submitting comments.Paper Comments:
•
Send paper comments in triplicate to Jonathan G. Katz, Secretary, Securities andExchange Commission, 450 Fifth Street, NW, Washington, DC 20549-0609.All submissions should refer to File Number S7-21-04
.
This file number should be included onthe subject line if e-mail is used. To help us process and review your comments more efficiently,please use only one method. The Commission will post all comments on the Commission’sInternet Web site (http://www.sec.gov/rules/final.shtml). Comments are also available for publicinspection and copying in the Commission’s Public Reference Room, 450 Fifth Street, NW,Washington, DC 20549. All comments received will be posted without change; we do not editpersonal identifying information from submissions. You should submit only information thatyou wish to make available publicly.
FOR FURTHER INFORMATION CONTACT:
Jeffrey J. Minton, Special Counsel, orJennifer G. Williams, Attorney-Advisor, at (202) 942-2910, in the Office of Rulemaking,Division of Corporation Finance, U.S. Securities and Exchange Commission, 450 Fifth Street,NW, Washington, DC 20549.
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