Manual of Publicly Available Telephone Interpretations

Most Recent Supplement: September 16, 2004

About the Manual

The Division of Corporation Finance responds to many thousands of telephone inquiries annually concerning the statutes, rules and regulations it administers. While the statements made by members of the staff on the telephone are intended to be helpful to the persons making the inquiries, they are not binding due to their highly informal nature. This manual, which is a public compilation of certain responses to telephone inquiries, was first developed for staff training and discussion purposes.

Supplements Available

The Division has developed several supplements to this Manual:

September 2004 Interim Supplement (Regarding Unbundling under Rule 14a-4(a)(3))

July 2001 Interim Supplement (Regarding Regulation M-A, the Cross-Border release, and other proxy, tender offer, and going-private interpretations – also includes interpretations issued July 2000)

May 30, 2001 Interim Supplement (Regarding Regulation FD and Rule 10b5-1) (also includes interpretations issued December 6, 2000 and October 19, 2000)

March 2000 Interim Supplement (Regarding Year 2000)

March 1999 Interim Supplement (Additional Interpretations)

A complete revision of the Manual is in preparation.

View or Download the Manual

• View the manual (ASCII text format; 670 KB)   Note: Material regarding Item 402(b) of Regulation S-K was missing from the versions posted earlier this year. Download this version for the additional material. The word processing versions (below) will be updated soon as well.

• Download the manual (zipped MS Word file; 184 KB compressed, 855 KB uncompressed)

• Download the manual (zipped WordPerfect file; 175 KB compressed, 679 KB uncompressed)

Notice: The ZIP files were compressed with the widely-available PKZIP utility and need to be decompressed with the matching PKUNZIP utility. Be sure to use the genuine PKZIP utility suite (from the site www.pkware.com) because a virus has been circulating disguised as a version of this product.

http://www.sec.gov/interps/telephone.shtml