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OGC-98-33 1 (1998-03-11)

handle is hein.gao/gaobabltj0001 and id is 1 raw text is: 




G   AO         United States
               General Accounting Office
               Washington, D.C. 20548

               Office of the General Counsel


               B-279346



               March 11, 1998

               The Honorable Alfonse M. D'Amato
               Chairman
               The Honorable Paul S. Sarbanes
               Ranking Minority Member
               Committee on Banking, Housing, and Urban Affairs
               United States Senate

               The Honorable Thomas J. Bliley, Jr.
               Chairman
               The Honorable John D. Dingell
               Ranking Minority Member
               Committee on Commerce
               House of Representatives

               Subject: Securities and Exchange Commission: Offshore Offers and Sales

               Pursuant to section 801(a)(2)(A) of title 5, United States Code, this is our report on
               a major rule promulgated by the Securities and Exchange Commission (SEC),
               entitled Offshore Offers and Sales (RIN: 3235-AG34). We received the rule on
               February 18, 1998. It was published in the Federal Register as a final rule on
               February 25, 1998. 63 Fed. Reg. 9632.

               The final rule amends the Regulation S (issuer safe harbor for offshore offerings of
               domestic securities) to address fraudulent and manipulative practices that have
               developed, particularly with respect to thinly capitalized companies.

               Enclosed is our assessment of the SEC's compliance with the procedural steps
               required by section 801(a)(1)(B)(i) through (iv) of title 5 with respect to the rule.
               Our review indicates that the SEC complied with the applicable requirements.

               If you have any questions about this report, please contact Alan Zuckerman,
               Assistant General Counsel, at (202) 512-4586. The official responsible for GAO


GAO/OGC-98-33

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