SECURITIES AND EXCHANGE COMMISSION

17 CFR Part 239

[Release No. 33Ä7040; International Series Release No. 625;

File No. S7Ä16Ä93]

RIN 3235ÄAF83

Amendments to the Multijurisdictional Disclosure System for Canadian Issuers

AGENCY: Securities and Exchange Commission.

ACTION: Final amendments to Form FÄ9.

SUMMARY: The Securities and Exchange Commission (the "Commission'') has
adopted amendments to Form FÄ9 under the multijurisdictional disclosure system
("MJDS'') for Canadian issuers which will recognize investment grade ratings
by securities rating organizations recognized by Canadian securities
regulators for purposes of filings on Forms FÄ9 and 40ÄF. These amendments
have been adopted in light of the Commission's experience with the MJDS and
should further facilitate transnational capital formation. They are being made
effective in light of the adoption by Canadian securities regulators of
parallel amendments to the MJDS in Canada for U.S. issuers.

EFFECTIVE DATE: January 4, 1994.

FOR FURTHER INFORMATION CONTACT: Paul M. Dudek, (202) 272Ä3246, Office of
International Corporate Finance, Division of Corporation Finance, Securities
and Exchange Commission, Washington, DC 20549.

SUPPLEMENTARY INFORMATION:

I. Amendments to Form FÄ9

On November 3, 1993, the Commission adopted several amendments to the MJDS.®1¯
In the November 3 Release, the Commission stated that the amendments to Form
FÄ9®2¯  relating to recognition of investment grade ratings by securities
rating organizations recognized by Canadian securities regulators would not
become effective until such time as the Canadian securities regulators had
adopted parallel amendments to the multijurisdictional disclosure system in
Canada for U.S. issuers.

®1¯ Securities Act Release No. 7025 (November 3, 1993) [58 FR 62028] (the
"November 3 Release'').

®2¯ 17 CFR 239.39.

The Canadian securities regulators have now adopted such amendments with an
effective date of December 31, 1993. As a result, the Commission is publishing
this release to make effective the amendments to Form FÄ9 described above.

II. Regulatory Flexibility Act Certification

Pursuant to Section 605(b) of the Regulatory Flexibility Act [5 U.S.C. 605],
at the time the Commission issued its release proposing the amendments being
adopted hereby, the Chairman of the Commission certified that such amendments
will not have a significant impact on a substantial number of small entities.
That certification, including the reasons therefor, was attached as an
Appendix to such release and was published in the Federal Register.

III. Cost-Benefit Analysis

No specific data were provided in response to the Commission's request
regarding the costs and benefits of the amendments being adopted today. Some
commenters indicated that these amendments would save Canadian issuers the
expense of obtaining a securities rating from those rating organizations
currently specified under Form FÄ9.

IV. Effective Date

The amendments to Form FÄ9 shall be effective on the date of publication in
the Federal Register in accordance with the Administrative Procedure Act,
which allows effectiveness in less than 30 days after publication for "a
substantive rule which grants or recognizes an exemption or relieves a
restriction.'' 5 U.S.C. 553(d)(1).

V. Statutory Bases

The amendments to the Commission's rule and form are being proposed pursuant
to sections 6, 7, 8, 10 and 19(a) of the Securities Act of 1933, and Sections
3(b), 4A, 12, 13, 14, 15, 16 and 23 of the Securities Exchange Act of 1934.

List of Subjects in 17 CFR Part 239

Reporting and recordkeeping requirements, Securities.

Text of Amendments

      In accordance with the foregoing, title 17, chapter II of the Code of
Federal Regulations is amended as follows:

PART 239 FORMS PRESCRIBED UNDER THE SECURITIES ACT OF 1933

1. The authority citation for Part 239 continues to read in part as follows:

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

                                  * * * * *

2. By amending  239.39 by revising the Instruction following paragraph (a)(2)
to read as follows:

 239.39 Form FÄ9, for registration under the Securities Act of 1933 of
certain investment grade debt or investment grade preferred securities of
certain Canadian issuers.

(a) * * *

(2) * * *

Instruction

Securities shall be "investment grade'' if, at the time of sale, at least one
nationally recognized statistical rating organization (as that term is used in
relation to Rule 15c3Ä1(c)(2)(vi)(F) under the Securities Exchange Act of 1934
(the "Exchange Act'') ( 240.15c3Ä1(c)(2)(vi)(F) of this chapter)) or at least
one Approved Rating Organization (as defined in National Policy Statement No.
45 of the Canadian Securities Administrators, as the same may be amended from
time to time) has rated the security in one of its generic rating categories
that signifies investment grade; typically the four highest rating categories
(within which there may be subcategories or gradations indicating relative
standing) signify investment grade.

                                  * * * * *

3. By amending Form FÄ9 ( 239.39) by revising the Instruction following
paragraph A. of General Instruction I, to read as follows:

Note: Form FÄ9 does not and these amendments will not appear in the Code of
Federal Regulations.

Form FÄ9

                                  * * * * *

General Instructions

I. Eligibility Requirements for Use of Form FÄ9

A. * * *

Instruction Securities shall be "investment grade'' if, at the time of sale,
at least one nationally recognized statistical rating organization (as that
term is used in relation to Rule 15c3Ä1(c)(2)(vi)(F) under the Securities
Exchange Act of 1934 (the "Exchange Act'')) or at least one Approved Rating
Organization (as defined in National Policy Statement No. 45 of the Canadian
Securities Administrators, as the same may be amended from time to time) has
rated the security in one of its generic rating categories that signifies
investment grade; typically the four highest rating categories (within which
there may be subcategories or gradations indicating relative standing) signify
investment grade.

                                  * * * * *

By the Commission.

Dated: December 27, 1993.

Margaret H. McFarland,

Deputy Secretary.

[FR Doc. 94Ä14 Filed 1Ä3Ä94; 8:45 am]

BILLING CODE 8010Ä01ÄP