H. Rept. 115-374 - ENCOURAGING PUBLIC OFFERINGS ACT OF 2017115th Congress (2017-2018)
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115th Congress } { Report
HOUSE OF REPRESENTATIVES
1st Session } { 115-374
======================================================================
ENCOURAGING PUBLIC OFFERINGS ACT OF 2017
_______
October 31, 2017.--Committed to the Committee of the Whole House on the
State of the Union and ordered to be printed
_______
Mr. Hensarling, from the Committee on Financial Services,
submitted the following
R E P O R T
[To accompany H.R. 3903]
[Including cost estimate of the Congressional Budget Office]
The Committee on Financial Services, to whom was referred
the bill (H.R. 3903) to amend the Securities Act of 1933 to
expand the ability to use testing the waters and confidential
draft registration submissions, and for other purposes, having
considered the same, report favorably thereon with amendments
and recommend that the bill as amended do pass.
The amendments (stated in terms of the page and line
numbers of the introduced bill) are as follows:
Page 2, strike lines 1 through 5 and insert the following:
(1) in section 5(d)--
(A) by striking ``Notwithstanding'' and
inserting the following:
``(1) In general.--Notwithstanding'';
(B) by striking ``an emerging growth company
or any person authorized to act on behalf of an
emerging growth company'' and inserting ``an
issuer or any person authorized to act on
behalf of an issuer''; and
(C) by adding at the end the following:
``(2) Additional requirements.--
``(A) In general.--The Commission may issue
regulations, subject to public notice and
comment, to impose such other terms,
conditions, or requirements on the engaging in
oral or written communications described under
paragraph (1) by an issuer other than an
emerging growth company as the Commission
determines appropriate.
``(B) Report to congress.--Prior to any
rulemaking described under subparagraph (A),
the Commission shall issue a report to the
Congress containing a list of the findings
supporting the basis of such rulemaking.''; and
Page 2, line 11, strike ``paragraph (3)'' and insert
``paragraph (4)''.
Page 3, after line 19, insert the following:
``(3) Additional requirements.--
``(A) In general.--The Commission may issue
regulations, subject to public notice and
comment, to impose such other terms,
conditions, or requirements on the submission
of draft registration statements described
under this subsection by an issuer other than
an emerging growth company as the Commission
determines appropriate.
``(B) Report to congress.--Prior to any
rulemaking described under subparagraph (A),
the Commission shall issue a report to the
Congress containing a list of the findings
supporting the basis of such rulemaking.''.
Purpose and Summary
On October 2, 2017, Representative Ted Budd introduced H.R.
3903 the ``Encouraging Public Offerings Act of 2017,'' which
amends the Securities Act of 1933 to expand to all public
companies certain provisions of Title I of the Jumpstart Our
Business Startups (JOBS) Act that previously applied only to
Emerging Growth Companies (EGCs).
H. R. 3903 permits issuers to submit to the Securities and
Exchange Commission (SEC) for confidential review before
publicly filing draft registration statements for an Initial
Public Offering (IPO) and for follow-on offerings within one
year of an IPO. Additionally, this bill allows all companies to
``test the waters'' before filing an IPO, which means the
company may meet with qualified institutional buyers (QIBs) and
other institutional accredited investors to gauge those
investors' interest in the offering.
Background and Need for Legislation
The goal of H.R. 3903 is to encourage more companies to go
public and expand provisions of Title I of the JOBS Act to
allow all companies to submit confidential draft registration
statements to the SEC and to ``test the waters'' by
communicating directly with certain potential investors before
filing an IPO.
Although small companies are at the forefront of
technological innovation and job creation, they frequently face
obstacles in obtaining funding in the capital markets. These
obstacles often are a result of the disproportionately larger
burden that securities regulations--written for large public
companies--place on small companies when they seek to go
public. The JOBS Act makes it easier for smaller companies to
access the capital markets and recognizes that rigid provisions
in the securities laws can serve as deterrent to small
companies as they seek to raise equity capital. Signed into law
on April 5, 2012, the bipartisan JOBS Act consisted of six
bills that originated in the Financial Services Committee and
help small companies obtain access to capital markets by
lifting the burden of certain securities regulations.
By helping small companies obtain funding and go public,
the JOBS Act has helped facilitate economic growth and job
creation. Title I of the JOBS Act established a new category of
issuers known as ``Emerging Growth Companies''--or ``EGCs.''
EGCs must have less than $1 billion in annual revenues or $700
million in public float when they register with the SEC, and
the law provides these EGCs with a five-year of an ``On Ramp''
to comply with certain regulatory requirements related to
disclosure and reporting. Additionally, Title I allows for EGCs
to ``test the waters'' by meeting with investors and explain
their business structure before issuing an IPO. Biotech
companies in particular have been vocal about the benefits that
testing the waters provides, as it allows for additional time
to explain to investors the complicated technologies,
regulatory pathways, and complex product offerings of the
company to encourage greater participation in the IPO. Title I
of the JOBS Act also permits EGCs to confidentially submit
draft registration statements to the SEC for nonpublic review
before issuing an IPO. Allowing confidential filing of draft
registration statements with the SEC allows companies to
finalize their registration documents without the undue
expectations from media scrutiny and allows companies to time
their offering with the market before making their Form S-1
public and beginning an investor roadshow.
Even with these important advances, many small companies
still cannot access the capital they need to grow their
businesses and create jobs. According to one survey, 57 percent
of respondents believe the current business financing
environment is restricting growth opportunities and 49 percent
of respondents believe it is restricting their ability to hire.
While the JOBS Act has made it easier for small companies to go
public, the JOBS Act alone has not been enough to entirely
overcome the capital formation obstacles that many companies
face as they attempt to go public.
Recognizing the benefit these JOBS Act provisions serve to
fulfill its mission of facilitating capital formation, on June
29, 2017, the SEC extended the option to submit draft
registration statements for IPOs and follow-on offerings within
one year of an IPO to all companies (no longer limiting the
option to EGCs). H.R. 3903 codifies this provision into statute
and expands the ``testing the waters'' provision in Title I of
the JOBS Act to apply to all companies. Expanding ``testing the
waters'' provision will enable all companies to have the
benefits of reaching out to QIBs and other institutional
accredited investors to solicit interest before filing an IPO,
without harming retail investors. An amendment offered by Rep.
Budd, and adopted by the Committee, would allow the SEC to
impose additional terms, conditions, or requirements regarding
the expansion of these provisions beyond EGCs as is appropriate
in the public interest or for the protection of investors.
In its report on Capital Markets mandated by President
Trump's February 3rd Executive Order, Treasury recommended that
the SEC permit all companies to file drafts for IPOs
confidentially and that companies other than EGCs be allowed to
``test the waters'' with potential investors who are QIBs or
institutional accredited investors.
Hearings
The Committee on Financial Services and Subcommittee on
Capital Markets, Securities, and Investment held a hearing
examining matters relating to H.R. 3903 on March 22, 2017,
April, 26, 2017, and July 18, 2017.
Committee Consideration
The Committee on Financial Services met in open session on
October 11, 2017, and October 12, 2017, and ordered H.R. 3903
to be reported favorably to the House as amended by a recorded
vote of 60 yeas to 0 nays (Record vote no. FC-84), a quorum
being present. Before the motion to report was offered, the
Committee adopted an amendment offered by Mr. Budd by voice
vote.
Committee Votes
Clause 3(b) of rule XIII of the Rules of the House of
Representatives requires the Committee to list the record votes
on the motion to report legislation and amendments thereto. The
sole recorded vote was on a motion by Chairman Hensarling to
report the bill favorably to the House as amended. The motion
was agreed to by a recorded vote of 60 yeas to 0 nays (Record
vote no. FC-84), a quorum being present.
Committee Oversight Findings
Pursuant to clause 3(c)(1) of rule XIII of the Rules of the
House of Representatives, the findings and recommendations of
the Committee based on oversight activities under clause
2(b)(1) of rule X of the Rules of the House of Representatives,
are incorporated in the descriptive portions of this report.
Performance Goals and Objectives
Pursuant to clause 3(c)(4) of rule XIII of the Rules of the
House of Representatives, the Committee states that H.R. 3903
will extend popular JOBS Act provisions beyond just EGCs to all
companies, to help encourage companies to go public.
New Budget Authority, Entitlement Authority, and Tax Expenditures
In compliance with clause 3(c)(2) of rule XIII of the Rules
of the House of Representatives, the Committee adopts as its
own the estimate of new budget authority, entitlement
authority, or tax expenditures or revenues contained in the
cost estimate prepared by the Director of the Congressional
Budget Office pursuant to section 402 of the Congressional
Budget Act of 1974.
Congressional Budget Office Estimates
Pursuant to clause 3(c)(3) of rule XIII of the Rules of the
House of Representatives, the following is the cost estimate
provided by the Congressional Budget Office pursuant to section
402 of the Congressional Budget Act of 1974:
U.S. Congress,
Congressional Budget Office,
Washington, DC, October 27, 2017.
Hon. Jeb Hensarling,
Chairman, Committee on Financial Services,
House of Representatives, Washington, DC.
Dear Mr. Chairman: The Congressional Budget Office has
prepared the enclosed cost estimate for H.R. 3903, the
Encouraging Public Offerings Act of 2017.
If you wish further details on this estimate, we will be
pleased to provide them. The CBO staff contact is Stephen
Rabent.
Sincerely,
Keith Hall,
Director.
Enclosure.
H.R. 3903--Encouraging Public Offerings Act of 2017
Under current law, issuers of securities are generally
required to register with the Securities and Exchange
Commission (SEC) prior to an initial public offering (IPO) of
their securities for sale. Emerging growth companies are
allowed to submit draft registration statements to the SEC for
confidential review before publicly filing and also can submit
draft registration statements for follow-on securities
offerings within one year of an IPO. SEC's current policy
guidance extends that allowance to all issuers of securities.
H.R. 3903 would codify that policy guidance. Additionally,
emerging growth companies are exempt from a prohibition on
issuers of securities from communicating with certain potential
investors about such securities without first registering them
with the SEC. H.R. 3903 would expand that exemption to include
all issuers of securities.
Based on an analysis of information from the SEC, CBO
estimates that implementing H.R. 3903 would cost less than
$500,000 to update the SEC's guidance. Moreover, the SEC is
authorized to collect fees sufficient to offset its annual
appropriation; therefore, CBO estimates that the net effect on
discretionary spending would be negligible, assuming
appropriation actions consistent with that authority.
Enacting H.R. 3903 would not affect direct spending or
revenues; therefore, pay-as-you-go procedures do not apply.
CBO estimates that enacting H.R. 3903 would not increase
net direct spending or on-budget deficits in any of the four
consecutive 10-year periods beginning in 2028.
H.R. 3903 contains no intergovernmental mandates as defined
in the Unfunded Mandates Reform Act (UMRA).
If the SEC increases fees to offset the costs associated
with implementing the bill, H.R. 3903 would increase the cost
of an existing mandate on private entities required to pay
those assessments. CBO estimates that the incremental cost of
the mandate would be small and would fall well below the annual
threshold for private-sector mandates established in UMRA ($156
million in 2017, adjusted annually for inflation).
The CBO staff contacts for this estimate are Stephen Rabent
(for federal costs) and Logan Smith (for private-sector
mandates). The estimate was approved by H. Samuel Papenfuss,
Deputy Assistant Director for Budget Analysis.
Federal Mandates Statement
This information is provided in accordance with section 423
of the Unfunded Mandates Reform Act of 1995.
The Committee has determined that the bill does not contain
Federal mandates on the private sector. The Committee has
determined that the bill does not impose a Federal
intergovernmental mandate on State, local, or tribal
governments.
Advisory Committee Statement
No advisory committees within the meaning of section 5(b)
of the Federal Advisory Committee Act were created by this
legislation.
Applicability to Legislative Branch
The Committee finds that the legislation does not relate to
the terms and conditions of employment or access to public
services or accommodations within the meaning of the section
102(b)(3) of the Congressional Accountability Act.
Earmark Identification
With respect to clause 9 of rule XXI of the Rules of the
House of Representatives, the Committee has carefully reviewed
the provisions of the bill and states that the provisions of
the bill do not contain any congressional earmarks, limited tax
benefits, or limited tariff benefits within the meaning of the
rule.
Duplication of Federal Programs
In compliance with clause 3(c)(5) of rule XIII of the Rules
of the House of Representatives, the Committee states that no
provision of the bill establishes or reauthorizes: (1) a
program of the Federal Government known to be duplicative of
another Federal program; (2) a program included in any report
from the Government Accountability Office to Congress pursuant
to section 21 of Public Law 111-139; or (3) a program related
to a program identified in the most recent Catalog of Federal
Domestic Assistance, published pursuant to the Federal Program
Information Act (Pub. L. No. 95-220, as amended by Pub. L. No.
98-169).
Disclosure of Directed Rulemaking
Pursuant to section 3(i) of H. Res. 5, (115th Congress),
the following statement is made concerning directed
rulemakings: The Committee estimates that the bill requires no
directed rulemakings within the meaning of such section.
Section-by-Section Analysis of the Legislation
Section 1. Short title
This Section cites H.R. 3903 as the ``Encouraging Public
Offerings Act of 2017''
Section 2. Expanding testing the waters and confidential submissions
This section amends section 5(d) of the Securities Act of
1933 to allow for all companies to engage in oral or written
communications with potential investors prior to filing a
registration statement.
This section also amends the Securities Act of 1933 to
allow for any issuer prior to its IPO to confidentially submit
a draft registration statement to the SEC for nonpublic review
and allows for any issuer within a one year period of its
initial public offering, or its registration of a security
under section 12(b) of the Securities Exchange Act of 1934, to
confidentially submit a draft registration statement with the
SEC for nonpublic review.
This section gives the SEC the authority to issue
regulations, subject to public notice and comment, or impose
such other terms, conditions or requirements on oral and
written communications or draft registration statements by any
issuer, other than an EGC, as it deems appropriate to be in the
public interest or for the protection of investors. The SEC
must submit a report to Congress prior to any rulemaking with a
list of findings supporting the rulemaking.
Changes in Existing Law Made by the Bill, as Reported
In compliance with clause 3(e) of rule XIII of the Rules of
the House of Representatives, changes in existing law made by
the bill, as reported, are shown as follows (existing law
proposed to be omitted is enclosed in black brackets, new
matter is printed in italic, and existing law in which no
change is proposed is shown in roman):
Changes in Existing Law Made by the Bill, as Reported
In compliance with clause 3(e) of rule XIII of the Rules of
the House of Representatives, changes in existing law made by
the bill, as reported, are shown as follows (existing law
proposed to be omitted is enclosed in black brackets, new
matter is printed in italic, and existing law in which no
change is proposed is shown in roman):
SECURITIES ACT OF 1933
TITLE I--
* * * * * * *
prohibitions relating to interstate commerce and the mails
Sec. 5. (a) Unless a registration statement is in effect as
to a security, it shall be unlawful for any person, directly or
indirectly--
(1) to make use of any means or instruments of
transportation or communication in interstate commerce
or of the mails to sell such security through the use
or medium of any prospectus or otherwise; or
(2) to carry or cause to be carried through the mails
or in interstate commerce, by any means or instruments
of transportation, any such security for the purpose of
sale or for delivery after sale.
(b) It shall be unlawful for any person, directly or
indirectly--
(1) to make use of any means or instruments of
transportation or communication in interstate commerce
or of the mails to carry or transmit any prospectus
relating to any security with respect to which a
registration statement has been filed under this title,
unless such prospectus meets the requirements of
section 10; or
(2) to carry or cause to be carried through the mails
or in interstate commerce any such security for the
purpose of sale or for delivery after sale, unless
accompanied or preceded by a prospectus that meets the
requirements of subsection (a) of section 10.
(c) It shall be unlawful for any person, directly or
indirectly, to make use of any means or instruments of
transportation or communication in interstate commerce or of
the mails to offer to sell or offer to buy through the use or
medium of any prospectus or otherwise any security, unless a
registration statement has been filed as to such security, or
while the registration statement is the subject of a refusal
order or stop order or (prior to the effective date of the
registration statement) any public proceeding or examination
under section 8.
(d) Limitation.--[Notwithstanding]
(1) In general._Notwithstanding any other provision
of this section, [an emerging growth company or any
person authorized to act on behalf of an emerging
growth company] an issuer or any person authorized to
act on behalf of an issuer may engage in oral or
written communications with potential investors that
are qualified institutional buyers or institutions that
are accredited investors, as such terms are
respectively defined in section 230.144A and section
230.501(a) of title 17, Code of Federal Regulations, or
any successor thereto, to determine whether such
investors might have an interest in a contemplated
securities offering, either prior to or following the
date of filing of a registration statement with respect
to such securities with the Commission, subject to the
requirement of subsection (b)(2).
(2) Additional requirements.--
(A) In general.--The Commission may issue
regulations, subject to public notice and
comment, to impose such other terms,
conditions, or requirements on the engaging in
oral or written communications described under
paragraph (1) by an issuer other than an
emerging growth company as the Commission
determines appropriate.
(B) Report to congress.--Prior to any
rulemaking described under subparagraph (A),
the Commission shall issue a report to the
Congress containing a list of the findings
supporting the basis of such rulemaking.
(e) Notwithstanding the provisions of section 3 or 4, unless
a registration statement meeting the requirements of section
10(a) is in effect as to a security-based swap, it shall be
unlawful for any person, directly or indirectly, to make use of
any means or instruments of transportation or communication in
interstate commerce or of the mails to offer to sell, offer to
buy or purchase or sell a security-based swap to any person who
is not an eligible contract participant as defined in section
1a(18) of the Commodity Exchange Act (7 U.S.C. 1a(18)).
registration of securities and signing of registration statement
Sec. 6. (a) Any security may be registered with the
Commission under the terms and conditions hereinafter provided,
by filing a registration statement in triplicate, at least one
of which shall be signed by each issuer, its principal
executive officer or officers, its principal financial officer,
its comptroller or principal accounting officer, and the
majority of its board of directors or persons performing
similar functions (or, if there is no board of directors or
persons performing similar functions, by the majority of the
persons or board having the power of management of the issuer),
and in case the issuer is a foreign or Territorial person by
its duly authorized representative in the United States; except
that when such registration statement relates to a security
issued by a foreign government, or political subdivision
thereof, it need be signed only by the underwriter of such
security. Signatures of all such persons when written on the
said registration statements shall be presumed to have been so
written by authority of the person whose signature is so
affixed and the burden of proof, in the event such authority
shall be denied, shall be upon the party denying the same. The
affixing of any signature without the authority of the
purported signer shall constitute a violation of this title. A
registration statement shall be deemed effective only as to the
securities specified therein as proposed to be offered.
(b) Registration Fee.--
(1) Fee payment required.--At the time of filing a
registration statement, the applicant shall pay to the
Commission a fee at a rate that shall be equal to $92
per $1,000,000 of the maximum aggregate price at which
such securities are proposed to be offered, except that
during fiscal year 2003 and any succeeding fiscal year
such fee shall be adjusted pursuant to paragraph (2).
(2) Annual adjustment.--For each fiscal year, the
Commission shall by order adjust the rate required by
paragraph (1) for such fiscal year to a rate that, when
applied to the baseline estimate of the aggregate
maximum offering prices for such fiscal year, is
reasonably likely to produce aggregate fee collections
under this subsection that are equal to the target fee
collection amount for such fiscal year.
(3) Pro rata application.--The rates per $1,000,000
required by this subsection shall be applied pro rata
to amounts and balances of less than $1,000,000.
(4) Review and effective date.--In exercising its
authority under this subsection, the Commission shall
not be required to comply with the provisions of
section 553 of title 5, United States Code. An adjusted
rate prescribed under paragraph (2) and published under
paragraph (5) shall not be subject to judicial review.
An adjusted rate prescribed under paragraph (2) shall
take effect on the first day of the fiscal year to
which such rate applies.
(5) Publication.--The Commission shall publish in the
Federal Register notices of the rate applicable under
this subsection and under sections 13(e) and 14(g) for
each fiscal year not later than August 31 of the fiscal
year preceding the fiscal year to which such rate
applies, together with any estimates or projections on
which such rate is based.
(6) Definitions.--For purposes of this subsection:
(A) Target offsetting collection amount.--The
target fee collection amount for each fiscal
year is determined according to the following
table:
Target fee
Fiscal year: collection amount
2002.................................................... $377,000,000
2003.................................................... $435,000,000
2004.................................................... $467,000,000
2005.................................................... $570,000,000
2006.................................................... $689,000,000
2007.................................................... $214,000,000
2008.................................................... $234,000,000
2009.................................................... $284,000,000
2010.................................................... $334,000,000
2011.................................................... $394,000,000
2012.................................................... $425,000,000
2013.................................................... $455,000,000
2014.................................................... $485,000,000
2015.................................................... $515,000,000
2016.................................................... $550,000,000
2017.................................................... $585,000,000
2018.................................................... $620,000,000
2019.................................................... $660,000,000
2020.................................................... $705,000,000
2021 and each fiscAn amount that is equal to the target fee collection
amount for the prior fiscal year, adjusted by the
rate of inflation.
(B) Baseline estimate of the aggregate
maximum offering prices.--The baseline estimate
of the aggregate maximum offering prices for
any fiscal year is the baseline estimate of the
aggregate maximum offering price at which
securities are proposed to be offered pursuant
to registration statements filed with the
Commission during such fiscal year as
determined by the Commission, after
consultation with the Congressional Budget
Office and the Office of Management and Budget,
using the methodology required for projections
pursuant to section 257 of the Balanced Budget
and Emergency Deficit Control Act of 1985.
(c) The filing with the Commission of a registration
statement, or of an amendment to a registration statement,
shall be deemed to have taken place upon the receipt thereof,
but the filing of a registration statement shall not be deemed
to have taken place unless it is accompanied by a United States
postal money order or a certified bank check or cash for the
amount of the fee required under subsection (b).
(d) The information contained in or filed with any
registration statement shall be made available to the public
under such regulations as the Commission may prescribe, and
copies thereof, photostatic or otherwise, shall be furnished to
every applicant at such reasonable charge as the Commission may
prescribe.
(e) [Emerging Growth Companies] Draft Registration
Statements.--
[(1) In general.--Any emerging growth company, prior
to its initial public offering date, may confidentially
submit to the Commission a draft registration
statement, for confidential nonpublic review by the
staff of the Commission prior to public filing,
provided that the initial confidential submission and
all amendments thereto shall be publicly filed with the
Commission not later than 15 days before the date on
which the issuer conducts a road show, as such term is
defined in section 230.433(h)(4) of title 17, Code of
Federal Regulations, or any successor thereto. An
issuer that was an emerging growth company at the time
it submitted a confidential registration statement or,
in lieu thereof, a publicly filed registration
statement for review under this subsection but ceases
to be an emerging growth company thereafter shall
continue to be treated as an emerging market growth
company for the purposes of this subsection through the
earlier of the date on which the issuer consummates its
initial public offering pursuant to such registrations
statement or the end of the 1-year period beginning on
the date the company ceases to be an emerging growth
company.]
(1) Prior to initial public offering.--Any issuer,
prior to its initial public offering date, may
confidentially submit to the Commission a draft
registration statement, for confidential nonpublic
review by the staff of the Commission prior to public
filing, provided that the initial confidential
submission and all amendments thereto shall be publicly
filed with the Commission not later than 15 days before
the date on which the issuer conducts a road show (as
defined under section 230.433(h)(4) of title 17, Code
of Federal Regulations) or, in the absence of a road
show, at least 15 days prior to the requested effective
date of the registration statement.
(2) Within one year after initial public offering or
exchange registration.--Any issuer, within the one-year
period following its initial public offering or its
registration of a security under section 12(b) of the
Securities Exchange Act of 1934, may confidentially
submit to the Commission a draft registration
statement, for confidential nonpublic review by the
staff of the Commission prior to public filing,
provided that the initial confidential submission and
all amendments thereto shall be publicly filed with the
Commission not later than 15 days before the date on
which the issuer conducts a road show (as defined under
section 230.433(h)(4) of title 17, Code of Federal
Regulations) or, in the absence of a road show, at
least 15 days prior to the requested effective date of
the registration statement.
(3) Additional requirements.--
(A) In general.--The Commission may issue
regulations, subject to public notice and
comment, to impose such other terms,
conditions, or requirements on the submission
of draft registration statements described
under this subsection by an issuer other than
an emerging growth company as the Commission
determines appropriate.
(B) Report to congress.--Prior to any
rulemaking described under subparagraph (A),
the Commission shall issue a report to the
Congress containing a list of the findings
supporting the basis of such rulemaking.
[(2)] (4) Confidentiality.--Notwithstanding any other
provision of this title, the Commission shall not be
compelled to disclose any information provided to or
obtained by the Commission pursuant to this subsection.
For purposes of section 552 of title 5, United States
Code, this subsection shall be considered a statute
described in subsection (b)(3)(B) of such section 552.
Information described in or obtained pursuant to this
subsection shall be deemed to constitute confidential
information for purposes of section 24(b)(2) of the
Securities Exchange Act of 1934.
* * * * * * *
[all]