Proposed Collection; Comment Request

Upon written request, Copies available from: Securities and Exchange Commission, Office of Filings and Information Services, Washington, DC 20549.

Extensions:

Rule 701, OMB Control No. 3235-0522, SEC File No. 270-306

Regulations 14D and 14E, OMB Control No. 3235-0102, SEC File No. 270-114

Schedule 14D-9

Notice is hereby given that pursuant to the Paperwork Reduction Act of 1995 (44 U.S.C. 3501 et seq.) the Securities and Exchange Commission (“Commission”) is soliciting comments on the collections of information summarized below. The Commission plans to submit these existing collections of information to the Office of Management and Budget for extension and approval.

Securities Act Rule 701 requires when offerings in excess of $5 million are made under the employee benefit plan exemptive rule, the issuers must provide the employees with risk and financial statement disclosures among other things. The purpose of the Rule 701 to ensure that a basic level of information is available to employees and others when substantial amounts of securities are issued in compensatory arrangements. Approximately 300 companies annually rely on Rule 701 exemption and it takes an estimated .5 hours to prepare for a total annual burden of 600 hours. It is estimated that 25% of the 600 total annual burden hours (150 reporting burden hours) is prepared by the company.

Regulations 14D and 14E and related Schedule 14D-9 require information important to security holders in deciding how to respond to tender offers. Approximately 360 companies annually file Schedule 14D-9 and it takes 258 hours to prepare for a total annual burden of 92,880. It is estimated that 25% of the 92,880 total burden hours (23,220 reporting burden hours) is prepared by the company.

Written comments are invited on: (a) Whether these collections of information are necessary for the proper performance of the functions of the agency, including whether the information will have practical utility; (b) the accuracy of the agency's estimate of the burden of the collections of information; (c) ways to enhance the quality, utility, and clarity of the information collected; and (d) ways to minimize the burden of the collection of information on respondents, including through the use of automated collection techniques or other forms of information technology. Consideration will be given to comments and suggestions submitted in writing within 60 days of this publication.

Please direct your written comments to R. Corey Booth, Director/Chief Information Officer, Office of Information Technology, Securities and Exchange Commission, 450 Fifth Street, NW., Washington, DC 20549.