Pennsylvania Bulletin

PA Bulletin, Doc. No. 99-1183

PROPOSED RULEMAKING

SECURITIES COMMISSION

[64 PA. CODE CHS. 202--205, 207, 209, 211, 504, 603, 606 AND 609]

National Securities Market Improvement Act of 1996 Amendments

[29 Pa.B. 3898]

Statutory Authority

   The Securities Commission (Commission), under the authority contained in sections 202(g) and (i), 203(d), (i.1), (j) and (n)--(t), 204(a), 205(b), 207(g), (j.1) and (n), 209(b), 211(a) and (b), 504(d), 513, 603(a), 606(d) and 609(a) of the Pennsylvania Securities Act of 1972 (70 P. S. §§ 1-202(g) and (i), 1-203(d), (i1), (j) and (n)--(t), 1-204(a), 1-205(b), 1-207(g), (j.1) and (n), 1-209(b), 1-211(a) and (b), 1-504(d), 1-513, 1-606(d) and 1-609(a)) (act), proposes to amend and adopt regulations concerning the subject matter of the act to read as set forth in Annex A to this notice and further described under the Summary and Purpose of Proposed Amendments.

Summary and Purpose of Proposed Amendments

§ 202.070. Proposed changes would delete the requirement to file Form 202-G.

§ 202.091. Proposed changes would update legal citations in this regulation.

§ 202.093. Proposed changes would clarify use of advertising in connection with the solicitation of charitable pooled income funds.

§ 202.095. This proposed amendment would exempt certain charitable gift annuities from registration under the act.

§ 203.041. Proposed changes would adopt a new filing form to claim this exemption on Commission Form E and delete Commission Form 203-D and Commission Form D Supplement.

§ 203.091. Proposed changes would conform the prospectus filing requirement with amendments made to the act by the act of November 24, 1998 (P. L. 829, No.109) (Act 109).

§ 203.101. Proposed changes would conform the availability of this exemption to amendments made to the act by Act 109 prohibiting use of general solicitation and payment of sales compensation in connection with offers and sales of securities under section 203(j) of the act.

§ 203.141. Proposed changes would delete the requirement to file Form 203-N.

§ 203.151. Proposed changes would conform the regulation governing intra-State mergers, acquisitions, reorganizations and reclassifications with amendments made to section 203(o) of the act by Act 109.

§ 203.161. Proposed changes would revise Commission Form 203-P used by nonprofit organizations selling debt securities that are secured by a first lien mortgage and would remove obsolete language.

§ 203.171. Proposed changes would delete the requirement to file Form 203-Q.

§ 203.183. Proposed changes would correct typographical errors and remove obsolete language.

§ 203.184. Proposed changes would add ''son-in-law'' and ''daughter-in-law'' to the list of relatives of a principal to whom securities could be sold under this exemption.

§ 203.185. Proposed changes would remove obsolete language.

§ 203.186. Proposed changes would delete requirement for filing of Form 203R-6.

§ 203.187. Proposed changes would incorporate integration provisions adopted by Act 109.

§ 203.189. Proposed changes would incorporate integration provisions adopted by Act 109.

§ 203.191. The Commission proposes to adopt a regulation requiring the filing of Commission Form E to claim the exemption in section 203(s) of the act as required by section 203(s)(i) of the act. Section 203(s) of the act was added by Act 109.

§ 203.201. The Commission proposes to adopt a regulation requiring the filing of Commission Form E to claim the exemption in section 203(t) of the act as required by section 203(t)(i) of the act. Section 203(t) of the act was added by Act 109.

§ 204.010. Proposed changes would delete references to offerings made under United States Securities and Exchange Commission (SEC) Rule 505 or 506, which now are addressed in sections 203(s) and 211(b) of the act, respectively.

§ 204.011. Proposed changes would provide clarifying language as to when waivers under this section are available.

§ 204.012. Proposed changes would delete, due to a new exemption in section 203(t) of the act, current language addressing offerings made solely to accredited investors. New language would be inserted to waive the requirement to file a registration statement with the Commission prior to making offers (but not sales) in this Commonwealth when the issuer had filed a registration statement with the SEC.

§ 205.040. It is proposed to delete the current language in that Act 109 rendered it obsolete.

§ 207.071. Proposed changes would conform with regulation with the new scope of authority granted the Commission under Act 109 for escrow of promotional shares.

§ 207.072. The Commission proposes to adopt a regulation concerning the escrow of use of proceeds as permitted by amendments to section 207(g) of the act by Act 109.

§ 207.101. Proposed changes would revise the total period of effectiveness permitted under section 207(j) of the act to make it consistent with amendments adopted in Act 109.

§ 207.130. Proposed changes would revise this section to make it consistent with statutory changes made by enactment of the act of Act 126.

§ 207.140. The Commission proposes to delete the current language as Act 109 rendered it obsolete. New language would be inserted to waive the requirement of a manual signature and permit issuers making notice filings with the Commission through electronic means to type their signatures on electronic forms.

§ 209.010. Proposed changes would clarify language in Form 209.

§ 211.010. The Commission proposes to adopt a regulation concerning the notice filing requirements for Federally covered securities and which documents filed with the SEC also must be filed with the Commission.

§ 504.060. Proposed changes would clarify the type of communication to purchasers and sellers in connection with a rescission offer made under section 504(d) or (e) of the act.

§ 513.010. This regulation would provide that the requirements of § 504.060 for rescission offers would apply to any rescission offer ordered by the Commission under this section unless otherwise specified by order of the Commission.

§ 603.011. Proposed changes would update filing addresses and authorize electronic filing with the Commission.

§ 606.041. Proposed changes would delete various delegations with respect to items affected by passage of Act 109. The Commission proposes to delegate authority to the Director of the Division of Corporation Finance to register an offering filed under section 206 which has met the requirements for registration under the Mid-Atlantic Regional Review Protocol of Small Corporate Offering Registrations.

§ 609.031. The proposed amendments change legal citations to conform to Act 109.

§ 609.034. The proposed amendments change legal citations to conform to Act 109.

Persons Affected by these Amendments

   These proposed regulatory actions generally are required to effectuate statutory changes made to the act by Act 109. The regulatory proposals primarily affect companies seeking to raise capital through the offer and sale of securities in this Commonwealth.

Fiscal Impact

   None of the proposed regulatory actions increase costs on the regulated community or the Commonwealth. The Commonwealth will not incur any revenue loss as a result of the proposed regulatory actions. The proposed regulatory actions will decrease regulatory costs to issuers by eliminating certain filing requirements.

Paperwork

   The Commission proposes to adopt new Commission Form E for making certain notice filings with the Commission required under the act. New sections 203(s) and 203(t) of the act, enacted by Act 109, require a notice filing on a form prescribed by the Commission. The Commission also proposes to repeal current Form 203-D and Form D Supplement and replace it with Form E. Form E, therefore, would become a multipurpose form which issuers could use to claim any of the three private placement exemptions under the act which require a notice filing.

   The proposed regulatory actions also would repeal Form 202-G, Form 203-N and Form 203-Q. Act 109 relieved issuers of the statutory responsibility to make notice filings with the Commission. Lastly, the Commission proposes to amend Form 203-P to reduce the amount of information required to be filed, revise Form 209 to clarify the type of information requested and repeal Form 203R-6. Therefore, these regulatory proposals will reduce substantially the current paperwork requirements for issuers offering and selling securities in this Commonwealth.

Effective Date

   The proposed amendments will become effective upon publication in the Pennsylvania Bulletin as final rulemaking

Regulatory Review

   Under section 5(a) of the Regulatory Review Act (71 P. S. § 745.5(a)), on July 1, 1999, the Commission submitted a copy of these proposed amendments to the Independent Regulatory Review Commission (IRRC) and the Chairpersons of the House Committee on Commerce and Economic Development and the Senate Committee on Banking and Insurance for comment and review. In addition to submitting the proposed amendments, the Commission has provided IRRC and the Committees with a copy of a detailed Regulatory Analysis Form prepared by the Commission in compliance with Executive Order 1996-1, ''Regulatory Review and Promulgation.'' A copy of this material is available upon request.

   If IRRC has objections to any portion of the proposed amendments, it will notify the Commission within 10 days of the close of the Committees' review period. The notification shall specify the regulatory review criteria which have not been met by that portion. The Regulatory Review Act specifies detailed procedures for review, prior to final publication of the final-form regulations by the Commission, the General Assembly and the Governor of objections raised.

Availability in Alternative Formats

   This proposed rulemaking may be made available in alternative formats upon request. The Commission also will receive comments on this proposed rulemaking in alternative formats. TDD users should use the AT&T Relay Center (800) 854-5984. To make arrangements for alternative formats, contact Joseph Shepherd, ADA Coordinator, at (717) 787-6828.

Contact Person

   Interested persons are invited to send comments concerning the proposed amendments within 30 days of publication of this notice to G. Philip Rutledge, Deputy Chief Counsel, Securities Commission, Eastgate Building, 1010 N. Seventh Street, 2nd Floor, Harrisburg, PA 17102-1410, (717) 783-5130. Mr. Rutledge also is the contact person for an explanation of the proposed amendments.

M. JOANNA CUMMINGS,
Secretary

   Fiscal Note: 50-113. No fiscal impact; (8) recommends adoption.

Annex A

TITLE 64.  SECURITIES

PART I.  SECURITIES COMMISSION

Subpart B.  REGISTRATION OF SECURITIES

CHAPTER 202.  EXEMPT SECURITIES

§ 202.070.  [Employe] Securities issued in connection with employe benefit plans.

   (a) [Both the participation by an employe in a benefit plan which is qualified under the Internal Revenue Code of 1986 §§ 401, 421, 422, 422A and 423, and securities sold, issued or credited to an employe under such a plan shall be deemed to be exempted from the registration requirement of section 201 of the act (70 P. S. § 1-201) by section 202(g) of the act (70 P. S. § 1-202(g)).] An issuer may rely on the exemption in section 202(g) of the act if one of the following applies:

   (1)  The securities are being issued in good faith reliance that the transaction would qualify for an exemption under Securities and Exchange Commission Rule 701 (17 CFR 230.701) (relating to exemption for offers and sales of securities pursuant to certain compensatory benefit plans and contracts relating to compensation).

   (2)  The securities have been registered under the Securities Act of 1933 (15 U.S.C.A. §§ 77a--77aa).

   (b)  [Notice shall be given to the Commission with respect to the form and terms of employe benefit plans not covered by subsection (a) at least 15 days prior to the commencement of operation of the plan in this Commonwealth and sale of securities thereunder. The notice shall be on the following form, designated by the Commission as Form 202-G]

   (Editor's Note:  As part of this proposal, the Commission is proposing to delete the text of Form 202-G as it currently appears in 64 Pa. Code pages 202-7--202-9, serial pages (234879)--(234881).)

   [Unless the Commission revokes the exemption referred to in this section, or notifies the issuer that the exemption is denied, the plan shall be treated in the same manner as qualified plans described in subsection (a).]

   The exemption contained in section 202(g) of the act (70 P. S. § 1-202(g)) may not be available for a transaction whose primary purpose is avoidance of the provisions of section 201 of the act (70 P. S. § 1-201) or a transaction made in violation of the antifraud provision of Part IV of the act (70 P. S. §§ 1-401--1-409) and Subpart D (relating to fraudulent and prohibited practices).

*      *      *      *      *

§ 202.091.  Shares of professional corporations.

*      *      *      *      *

   (b)  The meaning of ''professional corporation'' for this section shall be as follows:

   (1)  Except as provided in paragraph (2) [of this subsection], the term ''professional corporation,'' [for the purposes of this section, shall mean] means one of the following:

   (i)  [a] A corporation incorporated under [the Professional Corporation Law (15 P. S. §§ 2901--2914)] 15 Pa.C.S. Subpart B (relating to Business Corporation Law of 1988) or a corporation included within the scope of [such] the act by virtue of [section 4 of such act (15 P. S. § 2904); or] 15 Pa.C.S. § 2904 or 2905 (relating to election of an existing business corporation to become a professional corporation; and election of professional associations to become professional corporations).

   (ii)  [a] A professional association organized under [the Professional Association Act (15 P. S. §§ 12601--12619)] 15 Pa.C.S. Chapter 93 (relating to Professional Association Act of 1988). The reference in this section to ''shares'' shall include the interest of an associate in a professional association.

*      *      *      *      *

   (c)  [The provisions of § 209.010(b) (relating to required records; report on sales of securities and use of proceeds) and § 606.011 (relating to financial reports to security holders) may not be applicable to a professional corporation which has heretofore offered or sold its shares in transactions exempt from the registration requirements of section 201 of the act (70 P. S. § 1-201) by virtue of the provisions of section 203(d) of the act (70 P. S. § 1-203(d)) or an order of the Commission issued under section 203(r) of the act (70 P. S. § 1-203(r)).] The exemption contained in this section may not be available for a transaction whose primary purpose is avoidance of the provisions of section 201 of the act (70 P. S. § 1-201) or a transaction made in violation of the antifraud provisions of the act (70 P. S. §§ 1-401--1-409) and Subpart D (relating to fraudulent and prohibited practices).

§ 202.093.  Charitable contributions to pooled income funds.

*      *      *      *      *

   (b)  [The fund will not be in violation of § 606.031 (relating to advertising literature) if advertising literature, as defined in § 606.031(a), concerning the Fund and its charitable purposes is disseminated to potential contributors by direct mail (but not by means of mass media advertising other than that contained in regular publications of the organization which established the Fund).] Advertising literature [need not be filed with the Commission; however, advertising literature], as defined in § 606.031 (relating to advertising literature), may be used by the Fund in connection with the solicitation of contributions but is subject to the [anti-fraud] antifraud provisions of sections 401--[407] 409 of the act (70 P. S. §§ 1-401--[1-407] 1-409) and Subpart D (relating to fraudulent and prohibited practices).

§ 202.095.  Charitable gift annuities.

   (a)  Under the authority contained in section 202(i) of the act (70 P. S. § 1-202(i)), the Commission finds that it is not in the public interest nor necessary for the protection of investors to require registration under section 201 of the act (70 P. S. § 1-201) of securities issued or created in connection with the offer or sale of charitable gift annuities if the following conditions are met:

   (1)  The charitable gift annuity meets the terms and conditions of being exempt from the laws of this Commonwealth regulating insurance under the Charitable Gift Annuity Exemption Act (10 P. S. §§ 361--364) (annuity).

   (2) Each prospective annuitant is provided written disclosure which fully and fairly describes the consequences of a contribution or transfer of property to the qualified charity, as that term is defined in the Charitable Gift Annuity Exemption Act (qualified charity).

   (3)  None of the persons responsible for solicitation of purchasers of annuities will receive commissions or other special compensation based upon the amount of the annuity purchased.

   (4)  A person who, for compensation, advises the qualified charity as to the advisability of investing in, purchasing or selling securities, including annuities, or otherwise performs as an investment adviser is either an investment adviser registered with the Commission under section 301 of the act (70 P. S. § 1-301) or is a Federally covered adviser that is in compliance with section 303(a) of the act (70 P. S. § 1-303(a)).

   (b)  Advertising literature, as defined in § 606.031(a) (relating to advertising literature), may be used by the qualified charity in connection with the solicitation of contributions but is subject to the antifraud provisions of sections 401--409 of the act (70 P. S. §§ 1-401--1-409) and Subpart D (relating to fraudulent and prohibited practices).

CHAPTER 203.  EXEMPT TRANSACTIONS

§ 203.041.  Limited offerings.

   [(a)  The notice required in section 203(d) of the act (70 P. S. § 1-203(d)) shall be filled with the Commission on the following form, designated by the Commission as From 203-D:]

   (Editor's Note:  As part of this proposal, the Commission is proposing to delete the text of Form 203-D as it appears in 64 Pa. Code pages 203-3--203-7, serial pages (200011)--(200015).)

   (b)  Issuers that have filed or will be timely filing with the United States Securities and Exchange Commission (SEC) Form D, as defined in § 204.010(d)(4) (relating to increasing number of purchasers and offerees), may, in lieu of complying with subsection (a), file with the Commission a copy of SEC Form D and the following form designated by the Commission as Form D Supplement:]

   (Editor's Note: As part of this proposal, the Commission is proposing to delete the text of Form D Supplement as it appears in 64 Pa. Code pages 203-8--203-13, serial pages (200016)--(200021).)

   (a)  The notice required by section 203(d) of the act (70 P. S. § 1-203(d)) shall be filed with the Commission within the time period specified by that section on the following form, designated by the Commission as Form E:

PSC FORM E                                                                                    TDD/AT&T Relay Center: 1-800-654-5984
Eff: 1/25/99
Instruction Sheet

PENNSYLVANIA SECURITIES COMMISSION
Eastgate Office Building, 2nd Floor,
1010 N. 7th Street
Harrisburg, PA 17102-1410
(717) 787-8061
(1-800-600-0007 in PA)

NOTICE FILING UNDER THE PENNSYLVANIA SECURITIES ACT OF 1972 TO CLAIM AN EXEMPTION UNDER:

SECTION 203(d) ''LIMITED OFFERING EXEMPTION''
SECTION 203(s) ''SEC RULE 505 EXEMPTION''
SECTION 203(t) ''ACCREDITED INVESTOR EXEMPTION''

Under Regulation 603.011, a document is not deemed filed with the Pennsylvania Securities Commission (''Commission'') unless complete and properly executed in all material respects.

WHO MUST FILE: Issuers making sales of securities in Pennsylvania in reliance upon Section 203(d) (including Regulation 204.010) of the Pennsylvania Securities Act of 1972 (''Act'') and issuers making offers and sales of securities under Section 203(s) or (t) of the Act.

WHEN AND WHERE TO FILE: Form E must be filed at the Commission's Harrisburg Office at the address above not later than the day on which the issuer receives from any person in Pennsylvania (i) an executed subscription agreement or other contract to purchase the securities being offered or (ii) consideration for such securities, whichever is earlier.

NOTE: Under 64 Pa. Code § 604.011, a facsimile transmission of any materials to the Commission does not constitute a filing with the Commission.

General Instructions

1.   One manually signed copy, and one photocopy of this Form, each with all attachments, shall be filed with the Commission. If mailed, it is advisable to send it by registered or certified mail, postage prepaid, return receipt requested.

2.   Typewrite or print all answers in the space provided. Answer each item completely. An answer of ''not applicable'' is inappropriate. If the space is insufficient, attach a schedule to the Form and make reference to each item included in the schedule.

3.   INCORPORATION BY REFERENCE TO FORM D OF THE U. S. SECURITIES & EXCHANGE COMMISSION (''SEC FORM D''). IF THE ISSUER FILES A COMPLETE AND EXECUTED COPY OF SEC FORM D WITH THIS FORM, THE ISSUER MAY RESPOND TO ITEMS 3, 7, 8, AND 9 ON THIS FORM BY CROSS-REFERENCING TO ITEMS 1, C.1-4, C.5 AND B.1-4 OF SEC FORM D.

4.   This Form must be manually signed by the issuer. If the issuer is a corporation, it should be signed in the name of the corporation by an executive officer duly authorized; if a partnership, it should be signed in the name of the partnership by a general partner; and if an unincorporated association or other organization not a partnership, this Form should be signed in the name of such organization by a person responsible for the direction or management of its affairs.

5.   In the event that, at any time from the date of the filing of the Form with the Commission until the conclusion of the offering, any material statement made in the Form or in any attachment thereto becomes incorrect or inaccurate in any material respect, the issuer shall file an amendment with the Commission within 5 business days of the occurrence of the event which required the filing of such amendment.

6.   In addition to Instruction 3, an issuer may incorporate by reference information contained in any document attached hereto or previously filed with the Commission. Any such reference should be to the page and paragraph number or other specified portion of the document where the information is located.

7.   Attach a copy of any offering circular, prospectus, memorandum, brochure, subscription agreement or other document which has been or is proposed to be used in connection with the sale of the securities which are the subject of this filing. IF THE ISSUER DOES NOT PROPOSE TO USE ANY SUCH DOCUMENT, SUBMIT A WRITTEN EXPLANATION DETAILING THE MANNER IN WHICH THE ISSUER PROPOSES TO DISCLOSE ALL MATERIAL FACTS TO PROSPECTIVE INVESTORS IN PENNSYLVANIA.

8.   The appropriate filing fee required in Section 602(b.1)(viii) or (ix) shall accompany the filing of this Form and is a condition of the availability of the exemption (see 70 P. S. § 1-203(d)(iv), 203(s)(ii) and 203(t)(iii)). Checks are to be payable to the ''Commonwealth of Pennsylvania.'' There is no provision for a refund of a filing fee (see 70 P. S. § 1-602(b.2)).
FILING FEE FOR SECTION 203(d) AND 203(s):
      Offering in Pennsylvania is less than $1 million:                                                                             $150
      Offering in Pennsylvania is $1 million or more:                                                                              $400
FILING FEE FOR SECTION 203(t):                                                                                                         $500

9.   Please remove this instruction sheet before filing this Form.

EACH PERSON COMPLETING THIS FORM OR PROVIDING INFORMATION TO BE INCLUDED IN THIS FORM SHOULD BE FAMILIAR WITH THE PENALTIES CONTAINED IN THE ACT, AND ALL REGULATIONS ADOPTED THEREUNDER FOR MAKING FALSE OR INCOMPLETE STATEMENTS IN CONNECTION WITH THE SALE OF A SECURITY OR IN ANY FILING WITH THE COMMISSION.

COMMONWEALTH OF PENNSYLVANIA
PENNSYLVANIA SECURITIES COMMISSION

NOTICE FILING UNDER THE PENNSYLVANIA SECURITIES ACT OF 1972 (''ACT'') TO CLAIM AN EXEMPTION UNDER:
(CHECK ONE)

SECTION 203(d)--''LIMITED OFFERING EXEMPTION'' [  ]   (Complete Parts I, II & V)

SECTION 203(s)--''SEC RULE 505 EXEMPTION'' [  ]   (Complete Parts I, III & V)

SECTION 203(t)--''ACCREDITED INVESTOR EXEMPTION'' [  ]   (Complete Parts I, IV & V)
__________

PART I.  Information about the Issuer (''Issuer'')

1. Legal Status of the Issuer

(A) Exact Name of Issuer: __________

(B) State and Date of incorporation or formation: _________________

State      Date

2. Addresses

(A) Address of principal office of Issuer: ___________________________

                                                                        Number and Street

_______________________________________________

            City      State      Zip Code      Telephone No.

(B) Address of Issuer's primary place of business in Pennsylvania (if other than listed in (A)):

_______________________________________________

Number and Street

_______________________________________________

            City      State      Zip Code      Telephone No.

(C) Name and address of person to whom correspondence regarding this filing should be sent:

_______________________________________________

            Name            Title            Number and Street

_______________________________________________

            City      State      Zip Code      Telephone No.

(D) Name and address of counsel to Issuer (if other than listed in (C)):

_______________________________________________

            Name         Number and Street

_______________________________________________

            City      State      Zip Code      Telephone No.

3. Briefly describe the business of the Issuer. _____ Check here if responding to this item by incorporating Item 1 of completed SEC Form D attached hereto.

4. State the names and addresses of persons holding any of the following positions with the Issuer:

(A) General partner

(B) Promoter (as defined in Section 102(o) of the Act)

(C) Manager (if a limited liability company)

(D) President

(E) Chief executive officer

(F) Chief operating officer

(G) Chief financial officer

(H) Director who owns 5% or more of any class of voting equity securities of the Issuer (exclusive of any beneficial interest in a voting shareholder which is an institutional investor as defined in Section 102(k) of the Act and Regulation 102.111).

5. Indicate if any person described in Item 4 currently is registered as an agent under Section 301 of the Act or as a principal of a broker-dealer registered under Section 301 of the Act.

NO__ YES__

If YES, provide the individual's name, employer and Central Registration Depository number.

6. Indicate if any person described in Item 4 has been the subject of a Commission order issued under Section 512 (Statutory Bars) or Section 513 (Rescission Orders) of the Act or an order of a court of competent jurisdiction under Section 509(c) of the Act (Civil Contempt).

NO__ YES__

If YES, describe fully.

7. Description of Securities to be Sold

        Describe type and amount of securities proposed to be sold, price per unit and expected net proceeds to the Issuer. ____ Check here if responding to this item by incorporating Items C.1-4 of completed SEC Form D attached hereto. Price Per Unit must be shown here or on SEC Form D.

8. Use of Proceeds

        Describe in detail the intended use of proceeds from the offering, stating the amounts to be used for each purpose and in order of priority of uses. ____ Check here if responding to this item by incorporating Item C.5 of completed SEC Form D attached hereto.

9. Sales Commissions

        (A)  List amounts proposed to be paid for any underwriting fee or sales commission. Identify all persons who will receive any such fee and the basis on which it will be paid. ____Check here if responding to this item by incorporating Items B.1-4 of completed SEC Form D attached hereto.

        (B) With respect to any person receiving compensation who is not a broker-dealer registered under Section 301 of the Act, explain why the person is not a promoter as that term is defined in Section 102(o) of the Act.

10. Previous Sales of Securities in Pennsylvania

        (A)   By the Issuer.

        Describe all sales of securities made in Pennsylvania during the past two years that directly or indirectly benefitted the Issuer. Include securities issued in exchange for property, services, or other securities and new securities resulting from modification of outstanding securities. In each case, state:

(i)  The date of sale and description of the securities sold;

(ii)  Underwriting or selling fees or commissions paid and to whom paid;

(iii)  Section of the Act or regulation relied upon for the offer and sale of securities.

        (B)  By a person related to the Issuer.

        Within the period of two years prior to the date of this Notice, did any person described in Item 4(A)--(H) hold, with respect to another person (who is not the Issuer), a position as a general partner, promoter (as defined in Section 102(o) of the Act), manager (if a limited liability company), president, chief executive officer, chief operating officer, chief financial officer or a director with a 5% or more ownership of any class of voting equity securities (exclusive of any beneficial interest in a voting shareholder which is an institutional investor as defined in Section 102(k) of the Act and Regulation 102.111) at the time when that other person sold securities in Pennsylvania for which a filing with the Commission was required?

NO__ YES__

        If YES, provide the following information:

(i)  Name of that other person which sold the securities;

(ii)  The position held with that other person;

(iii)  Section of the Act or regulation relied upon for the offer and sale of securities;

(iv)  If the proceeds from the sale were paid directly or indirectly to, or used directly
or indirectly for, the benefit of the Issuer, please describe in detail.

PART II.  Section 203(d)--''LIMITED OFFERING EXEMPTION''

[  ]   Check this box if the Issuer is relying on Section 203(d) of the Act (including Regulation 204.010) for sales of securities in Pennsylvania in connection with the offering for which this Notice is being filed.

11. The Issuer, by executing this Notice, agrees, as a condition of the availability of the exemption in Section 203(d), to:

        (A)  Provide WRITTEN NOTICE to all purchasers of the two business day right of withdrawal contained in Section 207(m)(2) of the Act. The notice should appear prominently by underlining or capitalization in materials to be given to investors, which materials must be FILED with this Form. Section 207(m)(2) is reproduced below:

Section 207(m)(2). ''Each person who accepts an offer to purchase securities exempted from registration by Section 203(d), directly from the issuer or affiliate of the issuer, shall have the right to withdraw his acceptance without incurring any liability to the seller, underwriter (if any) or any other person within 2 business days from the date of receipt by the issuer of his written binding contract of purchase or, in the case of a transaction in which there is no binding contract of purchase, within 2 business days after he makes the initial payment for the securities being offered.''

        (B)  Obtain the written agreement of each purchaser not to sell, except in accordance with Regulation 204.011, the security within 12 months after the date of purchase and FILE with this Form a copy of the proposed agreement that investors will be asked to sign.

12.   As a condition of the availability of the exemption in Section 203(d), the Issuer, by executing this Notice, represents to the Commission that:

        (A)  No public media advertisement will be used or mass mailing made in connection with soliciting sales of securities.

        (B)  No cash or securities will be given or paid, directly or indirectly, to any promoter as compensation in connection with a sale of securities unless such compensation is given or paid in connection with a sale made by a broker-dealer registered under Section 301 of the Act and any person receiving such compensation is either that broker-dealer or an agent of that broker-dealer who is registered under Section 301 of the Act.

13. Has any person described in Item 9(B) been convicted of any crime or made the subject of any sanction described in Section 305(a)(ii)--(ix) of the Act.

NO__ YES__

        If YES, describe fully. Be advised that an affirmative answer may disqualify the issuer from relying upon Regulation 204.010(a)(1)(i) and (ii).

PART III.  Section 203(s)--''SEC RULE 505 EXEMPTION''

[  ]   Check this box if the Issuer is relying on Section 203(s) of the Act for offers and sales of securities in Pennsylvania in connection with the offering for which this Notice is being filed.

14. As a condition of the availability of the exemption in Section 203(s), the Issuer, by executing this Notice, represents to the Commission that:

        (A)  The offer and sale of the securities which are the subject of this Notice are exempt from registration under Section 5 of the Securities Act of 1933 (''1933 Act'') pursuant to Rule 505 SEC Regulation D adopted under Section 3(b) of the 1933 Act (17 C.F.R. § 230.505).

        (B)  No mass mailing will be used, public media advertising made, or other form of general solicitation utilized in connection with offers and sales of securities in Pennsylvania which are the subject of this Notice.

        (C)  No compensation will be given or paid, directly or indirectly, to any person in connection with a sale of securities in Pennsylvania (except for compensation given or paid in connection with a sale made by a broker-dealer registered under Section 301 of the Act) which is the subject of this Notice.

        (D)  Neither the Issuer nor a predecessor of the Issuer; affiliate of the Issuer; officer, director or general partner of the Issuer; promoter of the Issuer presently connected with the Issuer in any capacity; beneficial owner of ten per cent or more of any class of equity securities of the Issuer; underwriter of the securities to be offered or any partner, director or officer of the underwriter is subject to the disqualification provisions in Section 203(s)(v) of the Act.

Part IV.  Section 203(t)--''ACCREDITED INVESTOR EXEMPTION''

[  ]   Check this box if the Issuer is relying on Section 203(t) of the Act for offers and sales of securities in Pennsylvania in connection with the offering for which this Notice is being filed.

15. As a condition of the availability of the exemption in Section 203(t), the Issuer, by executing this Notice, represents to the Commission that:

        (A)  The offer and sale of the securities which are the subject of this Notice are exempt from registration under Section 5 of the 1933 Act pursuant to Section 3(a)(11) of the 1933 Act, SEC Regulation A adopted under Section 3(b) of the 1933 Act (17 C.F.R. §§ 230.251--.263), or Rule 504 of SEC Regulation D adopted under Section 3(b) of the 1933 Act (17 C.F.R. § 230.540).

        (B)  It will specify in any advertisement, communication, sales literature, or other information being publicly disseminated in connection with the offering of securities which is the subject of this Notice (including by means of electronic transmission) that the securities will be sold only to Accredited Investors as that term is defined in Rule 501 of SEC Regulation D (17 C.F.R. § 230.501).

        (C)  It will not engage in any solicitation of prospective purchasers by telephone until the Issuer has reasonable grounds to believe that the person being solicited is an Accredited Investor.

        (D)  It will place a legend on the cover page of any disclosure document proposed to be used in connection with the offering or on the cover page of the subscription agreement stating that the securities described in the disclosure document or subscription agreement will be sold only to Accredited Investors.

        (E)  No compensation will be given or paid, directly or indirectly, to any person in connection with a sale of securities in Pennsylvania (except for compensation given or paid in connection with a sale made by a broker-dealer registered under Section 301 of the Act) which is the subject of this Notice.

        (F)  It is not an investment company as defined in the federal Investment Company Act of 1940 (15 U.S.C. § 80a-1 et seq.).

        (G)  It is not a development stage company with no specific business plan or purpose or a development stage company that has indicated that its business plan is to engage in a merger or acquisition with an unidentified company or companies or other entity or person.

        (H)  Neither the Issuer nor a predecessor of the Issuer; affiliate of the Issuer; officer, director or general partner of the Issuer; promoter of the Issuer presently connected with the Issuer in any capacity; beneficial owner of 10% or more of any class of equity securities of the Issuer; underwriter of the securities to be offered or any partner, director or officer of the underwriter is subject to the disqualification provisions in Section 203(t)(v) of the Act.

PART V.  Affirmations (to be completed by all Issuers)

16. By executing this Form on behalf of the Issuer, the signatory affirms that:

        (A)  The undersigned is familiar with the provisions of Section 203(d), (s), or (t) of the Act and all regulations adopted thereunder, including Regulation 204.010.

        (B)  The statements made herein, including all attachments hereto, are not incomplete in any material respect or false or misleading with respect to any material fact.

IN WITNESS WHEREOF, this Notice has been duly executed on
_________________

(Insert Date)

___________________________
(NAME OF ISSUER)
BY: __________

__________Title

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PROPOSED RULEMAKING

SECURITIES COMMISSION

[64 PA. CODE CHS. 202--205, 207, 209, 211, 504, 603, 606 AND 609]

National Securities Market Improvement Act of 1996 Amendments

[29 Pa.B. 3898]

Annex A

TITLE 64. SECURITIES

PART I. SECURITIES COMMISSION

Subpart B. REGISTRATION OF SECURITIES

CHAPTER 202. EXEMPT SECURITIES

§ 202.091. Shares of professional corporations.

§ 202.093. Charitable contributions to pooled income funds.

§ 202.095. Charitable gift annuities.

CHAPTER 203. EXEMPT TRANSACTIONS

§ 203.041. Limited offerings.

PENNSYLVANIA SECURITIES COMMISSION
Eastgate Office Building, 2nd Floor,
1010 N. 7th Street
Harrisburg, PA 17102-1410
(717) 787-8061
(1-800-600-0007 in PA)

NOTICE FILING UNDER THE PENNSYLVANIA SECURITIES ACT OF 1972 TO CLAIM AN EXEMPTION UNDER:

SECTION 203(d) ''LIMITED OFFERING EXEMPTION''
SECTION 203(s) ''SEC RULE 505 EXEMPTION''
SECTION 203(t) ''ACCREDITED INVESTOR EXEMPTION''

General Instructions

COMMONWEALTH OF PENNSYLVANIA
PENNSYLVANIA SECURITIES COMMISSION

NOTICE FILING UNDER THE PENNSYLVANIA SECURITIES ACT OF 1972 (''ACT'') TO CLAIM AN EXEMPTION UNDER:
(CHECK ONE)

[Continued on next Web Page]

§ 202.070.	Proposed changes would delete the requirement to file Form 202-G.
§ 202.091.	Proposed changes would update legal citations in this regulation.
§ 202.093.	Proposed changes would clarify use of advertising in connection with the solicitation of charitable pooled income funds.
§ 202.095.	This proposed amendment would exempt certain charitable gift annuities from registration under the act.
§ 203.041.	Proposed changes would adopt a new filing form to claim this exemption on Commission Form E and delete Commission Form 203-D and Commission Form D Supplement.
§ 203.091.	Proposed changes would conform the prospectus filing requirement with amendments made to the act by the act of November 24, 1998 (P. L. 829, No.109) (Act 109).
§ 203.101.	Proposed changes would conform the availability of this exemption to amendments made to the act by Act 109 prohibiting use of general solicitation and payment of sales compensation in connection with offers and sales of securities under section 203(j) of the act.
§ 203.141.	Proposed changes would delete the requirement to file Form 203-N.
§ 203.151.	Proposed changes would conform the regulation governing intra-State mergers, acquisitions, reorganizations and reclassifications with amendments made to section 203(o) of the act by Act 109.
§ 203.161.	Proposed changes would revise Commission Form 203-P used by nonprofit organizations selling debt securities that are secured by a first lien mortgage and would remove obsolete language.
§ 203.171.	Proposed changes would delete the requirement to file Form 203-Q.
§ 203.183.	Proposed changes would correct typographical errors and remove obsolete language.
§ 203.184.	Proposed changes would add ''son-in-law'' and ''daughter-in-law'' to the list of relatives of a principal to whom securities could be sold under this exemption.
§ 203.185.	Proposed changes would remove obsolete language.
§ 203.186.	Proposed changes would delete requirement for filing of Form 203R-6.
§ 203.187.	Proposed changes would incorporate integration provisions adopted by Act 109.
§ 203.189.	Proposed changes would incorporate integration provisions adopted by Act 109.
§ 203.191.	The Commission proposes to adopt a regulation requiring the filing of Commission Form E to claim the exemption in section 203(s) of the act as required by section 203(s)(i) of the act. Section 203(s) of the act was added by Act 109.
§ 203.201.	The Commission proposes to adopt a regulation requiring the filing of Commission Form E to claim the exemption in section 203(t) of the act as required by section 203(t)(i) of the act. Section 203(t) of the act was added by Act 109.
§ 204.010.	Proposed changes would delete references to offerings made under United States Securities and Exchange Commission (SEC) Rule 505 or 506, which now are addressed in sections 203(s) and 211(b) of the act, respectively.
§ 204.011.	Proposed changes would provide clarifying language as to when waivers under this section are available.
§ 204.012.	Proposed changes would delete, due to a new exemption in section 203(t) of the act, current language addressing offerings made solely to accredited investors. New language would be inserted to waive the requirement to file a registration statement with the Commission prior to making offers (but not sales) in this Commonwealth when the issuer had filed a registration statement with the SEC.
§ 205.040.	It is proposed to delete the current language in that Act 109 rendered it obsolete.
§ 207.071.	Proposed changes would conform with regulation with the new scope of authority granted the Commission under Act 109 for escrow of promotional shares.
§ 207.072.	The Commission proposes to adopt a regulation concerning the escrow of use of proceeds as permitted by amendments to section 207(g) of the act by Act 109.
§ 207.101.	Proposed changes would revise the total period of effectiveness permitted under section 207(j) of the act to make it consistent with amendments adopted in Act 109.
§ 207.130.	Proposed changes would revise this section to make it consistent with statutory changes made by enactment of the act of Act 126.
§ 207.140.	The Commission proposes to delete the current language as Act 109 rendered it obsolete. New language would be inserted to waive the requirement of a manual signature and permit issuers making notice filings with the Commission through electronic means to type their signatures on electronic forms.
§ 209.010.	Proposed changes would clarify language in Form 209.
§ 211.010.	The Commission proposes to adopt a regulation concerning the notice filing requirements for Federally covered securities and which documents filed with the SEC also must be filed with the Commission.
§ 504.060.	Proposed changes would clarify the type of communication to purchasers and sellers in connection with a rescission offer made under section 504(d) or (e) of the act.
§ 513.010.	This regulation would provide that the requirements of § 504.060 for rescission offers would apply to any rescission offer ordered by the Commission under this section unless otherwise specified by order of the Commission.
§ 603.011.	Proposed changes would update filing addresses and authorize electronic filing with the Commission.
§ 606.041.	Proposed changes would delete various delegations with respect to items affected by passage of Act 109. The Commission proposes to delegate authority to the Director of the Division of Corporation Finance to register an offering filed under section 206 which has met the requirements for registration under the Mid-Atlantic Regional Review Protocol of Small Corporate Offering Registrations.
§ 609.031.	The proposed amendments change legal citations to conform to Act 109.
§ 609.034.	The proposed amendments change legal citations to conform to Act 109.

SECTION 203(d)--''LIMITED OFFERING EXEMPTION''	[ ] (Complete Parts I, II & V)
SECTION 203(s)--''SEC RULE 505 EXEMPTION''	[ ] (Complete Parts I, III & V)
SECTION 203(t)--''ACCREDITED INVESTOR EXEMPTION''	[ ] (Complete Parts I, IV & V)

1.	Legal Status of the Issuer
	(A)	Exact Name of Issuer: __________
	(B)	State and Date of incorporation or formation: _________________
		State Date
2.	Addresses
	(A)	Address of principal office of Issuer: ___________________________
		Number and Street

	_______________________________________________
	City State Zip Code Telephone No.
	(B)	Address of Issuer's primary place of business in Pennsylvania (if other than listed in (A)):

	_______________________________________________
	Number and Street

	_______________________________________________
	City State Zip Code Telephone No.
	(C)	Name and address of person to whom correspondence regarding this filing should be sent:

	_______________________________________________
	Name Title Number and Street

	_______________________________________________
	City State Zip Code Telephone No.
	(D)	Name and address of counsel to Issuer (if other than listed in (C)):

	_______________________________________________
	Name Number and Street
	_______________________________________________
	City State Zip Code Telephone No.
3.	Briefly describe the business of the Issuer. _____ Check here if responding to this item by incorporating Item 1 of completed SEC Form D attached hereto.
4.	State the names and addresses of persons holding any of the following positions with the Issuer:
	(A)	General partner
	(B)	Promoter (as defined in Section 102(o) of the Act)
	(C)	Manager (if a limited liability company)
	(D)	President
	(E)	Chief executive officer
	(F)	Chief operating officer
	(G)	Chief financial officer
	(H)	Director who owns 5% or more of any class of voting equity securities of the Issuer (exclusive of any beneficial interest in a voting shareholder which is an institutional investor as defined in Section 102(k) of the Act and Regulation 102.111).
5.	Indicate if any person described in Item 4 currently is registered as an agent under Section 301 of the Act or as a principal of a broker-dealer registered under Section 301 of the Act.
	NO__	YES__
	If YES, provide the individual's name, employer and Central Registration Depository number.
6.	Indicate if any person described in Item 4 has been the subject of a Commission order issued under Section 512 (Statutory Bars) or Section 513 (Rescission Orders) of the Act or an order of a court of competent jurisdiction under Section 509(c) of the Act (Civil Contempt).
	NO__	YES__
	If YES, describe fully.
7.	Description of Securities to be Sold
Describe type and amount of securities proposed to be sold, price per unit and expected net proceeds to the Issuer. ____ Check here if responding to this item by incorporating Items C.1-4 of completed SEC Form D attached hereto. Price Per Unit must be shown here or on SEC Form D.
8.	Use of Proceeds
Describe in detail the intended use of proceeds from the offering, stating the amounts to be used for each purpose and in order of priority of uses. ____ Check here if responding to this item by incorporating Item C.5 of completed SEC Form D attached hereto.
9.	Sales Commissions
(A) List amounts proposed to be paid for any underwriting fee or sales commission. Identify all persons who will receive any such fee and the basis on which it will be paid. ____Check here if responding to this item by incorporating Items B.1-4 of completed SEC Form D attached hereto.
(B) With respect to any person receiving compensation who is not a broker-dealer registered under Section 301 of the Act, explain why the person is not a promoter as that term is defined in Section 102(o) of the Act.
10.	Previous Sales of Securities in Pennsylvania
(A) By the Issuer.
Describe all sales of securities made in Pennsylvania during the past two years that directly or indirectly benefitted the Issuer. Include securities issued in exchange for property, services, or other securities and new securities resulting from modification of outstanding securities. In each case, state:
		(i) The date of sale and description of the securities sold;
		(ii) Underwriting or selling fees or commissions paid and to whom paid;
		(iii) Section of the Act or regulation relied upon for the offer and sale of securities.
(B) By a person related to the Issuer.
Within the period of two years prior to the date of this Notice, did any person described in Item 4(A)--(H) hold, with respect to another person (who is not the Issuer), a position as a general partner, promoter (as defined in Section 102(o) of the Act), manager (if a limited liability company), president, chief executive officer, chief operating officer, chief financial officer or a director with a 5% or more ownership of any class of voting equity securities (exclusive of any beneficial interest in a voting shareholder which is an institutional investor as defined in Section 102(k) of the Act and Regulation 102.111) at the time when that other person sold securities in Pennsylvania for which a filing with the Commission was required?
	NO__	YES__
If YES, provide the following information:
		(i) Name of that other person which sold the securities;
		(ii) The position held with that other person;
		(iii) Section of the Act or regulation relied upon for the offer and sale of securities;
		(iv) If the proceeds from the sale were paid directly or indirectly to, or used directly or indirectly for, the benefit of the Issuer, please describe in detail.


PART II. Section 203(d)--''LIMITED OFFERING EXEMPTION''

[ ] Check this box if the Issuer is relying on Section 203(d) of the Act (including Regulation 204.010) for sales of securities in Pennsylvania in connection with the offering for which this Notice is being filed.
11.	The Issuer, by executing this Notice, agrees, as a condition of the availability of the exemption in Section 203(d), to:
(A) Provide WRITTEN NOTICE to all purchasers of the two business day right of withdrawal contained in Section 207(m)(2) of the Act. The notice should appear prominently by underlining or capitalization in materials to be given to investors, which materials must be FILED with this Form. Section 207(m)(2) is reproduced below:
	Section 207(m)(2). ''Each person who accepts an offer to purchase securities exempted from registration by Section 203(d), directly from the issuer or affiliate of the issuer, shall have the right to withdraw his acceptance without incurring any liability to the seller, underwriter (if any) or any other person within 2 business days from the date of receipt by the issuer of his written binding contract of purchase or, in the case of a transaction in which there is no binding contract of purchase, within 2 business days after he makes the initial payment for the securities being offered.''
(B) Obtain the written agreement of each purchaser not to sell, except in accordance with Regulation 204.011, the security within 12 months after the date of purchase and FILE with this Form a copy of the proposed agreement that investors will be asked to sign.
12.	As a condition of the availability of the exemption in Section 203(d), the Issuer, by executing this Notice, represents to the Commission that:
(A) No public media advertisement will be used or mass mailing made in connection with soliciting sales of securities.
(B) No cash or securities will be given or paid, directly or indirectly, to any promoter as compensation in connection with a sale of securities unless such compensation is given or paid in connection with a sale made by a broker-dealer registered under Section 301 of the Act and any person receiving such compensation is either that broker-dealer or an agent of that broker-dealer who is registered under Section 301 of the Act.
13.	Has any person described in Item 9(B) been convicted of any crime or made the subject of any sanction described in Section 305(a)(ii)--(ix) of the Act.
	NO__	YES__
If YES, describe fully. Be advised that an affirmative answer may disqualify the issuer from relying upon Regulation 204.010(a)(1)(i) and (ii).

PART III. Section 203(s)--''SEC RULE 505 EXEMPTION''

[ ] Check this box if the Issuer is relying on Section 203(s) of the Act for offers and sales of securities in Pennsylvania in connection with the offering for which this Notice is being filed.
14.	As a condition of the availability of the exemption in Section 203(s), the Issuer, by executing this Notice, represents to the Commission that:
(A) The offer and sale of the securities which are the subject of this Notice are exempt from registration under Section 5 of the Securities Act of 1933 (''1933 Act'') pursuant to Rule 505 SEC Regulation D adopted under Section 3(b) of the 1933 Act (17 C.F.R. § 230.505).
(B) No mass mailing will be used, public media advertising made, or other form of general solicitation utilized in connection with offers and sales of securities in Pennsylvania which are the subject of this Notice.
(C) No compensation will be given or paid, directly or indirectly, to any person in connection with a sale of securities in Pennsylvania (except for compensation given or paid in connection with a sale made by a broker-dealer registered under Section 301 of the Act) which is the subject of this Notice.
(D) Neither the Issuer nor a predecessor of the Issuer; affiliate of the Issuer; officer, director or general partner of the Issuer; promoter of the Issuer presently connected with the Issuer in any capacity; beneficial owner of ten per cent or more of any class of equity securities of the Issuer; underwriter of the securities to be offered or any partner, director or officer of the underwriter is subject to the disqualification provisions in Section 203(s)(v) of the Act.

Part IV. Section 203(t)--''ACCREDITED INVESTOR EXEMPTION''

[ ] Check this box if the Issuer is relying on Section 203(t) of the Act for offers and sales of securities in Pennsylvania in connection with the offering for which this Notice is being filed.
15.	As a condition of the availability of the exemption in Section 203(t), the Issuer, by executing this Notice, represents to the Commission that:
(A) The offer and sale of the securities which are the subject of this Notice are exempt from registration under Section 5 of the 1933 Act pursuant to Section 3(a)(11) of the 1933 Act, SEC Regulation A adopted under Section 3(b) of the 1933 Act (17 C.F.R. §§ 230.251--.263), or Rule 504 of SEC Regulation D adopted under Section 3(b) of the 1933 Act (17 C.F.R. § 230.540).
(B) It will specify in any advertisement, communication, sales literature, or other information being publicly disseminated in connection with the offering of securities which is the subject of this Notice (including by means of electronic transmission) that the securities will be sold only to Accredited Investors as that term is defined in Rule 501 of SEC Regulation D (17 C.F.R. § 230.501).
(C) It will not engage in any solicitation of prospective purchasers by telephone until the Issuer has reasonable grounds to believe that the person being solicited is an Accredited Investor.
(D) It will place a legend on the cover page of any disclosure document proposed to be used in connection with the offering or on the cover page of the subscription agreement stating that the securities described in the disclosure document or subscription agreement will be sold only to Accredited Investors.
(E) No compensation will be given or paid, directly or indirectly, to any person in connection with a sale of securities in Pennsylvania (except for compensation given or paid in connection with a sale made by a broker-dealer registered under Section 301 of the Act) which is the subject of this Notice.
(F) It is not an investment company as defined in the federal Investment Company Act of 1940 (15 U.S.C. § 80a-1 et seq.).
(G) It is not a development stage company with no specific business plan or purpose or a development stage company that has indicated that its business plan is to engage in a merger or acquisition with an unidentified company or companies or other entity or person.
(H) Neither the Issuer nor a predecessor of the Issuer; affiliate of the Issuer; officer, director or general partner of the Issuer; promoter of the Issuer presently connected with the Issuer in any capacity; beneficial owner of 10% or more of any class of equity securities of the Issuer; underwriter of the securities to be offered or any partner, director or officer of the underwriter is subject to the disqualification provisions in Section 203(t)(v) of the Act.
PART V. Affirmations (to be completed by all Issuers)

16.	By executing this Form on behalf of the Issuer, the signatory affirms that:
(A) The undersigned is familiar with the provisions of Section 203(d), (s), or (t) of the Act and all regulations adopted thereunder, including Regulation 204.010.
(B) The statements made herein, including all attachments hereto, are not incomplete in any material respect or false or misleading with respect to any material fact.
IN WITNESS WHEREOF, this Notice has been duly executed on _________________
(Insert Date)
___________________________ (NAME OF ISSUER) BY: __________ __________Title

PROPOSED RULEMAKING

SECURITIES COMMISSION

[64 PA. CODE CHS. 202--205, 207, 209, 211, 504, 603, 606 AND 609]

National Securities Market Improvement Act of 1996 Amendments

[29 Pa.B. 3898]

Annex A

TITLE 64. SECURITIES

PART I. SECURITIES COMMISSION

Subpart B. REGISTRATION OF SECURITIES

CHAPTER 202. EXEMPT SECURITIES

§ 202.091. Shares of professional corporations.

§ 202.093. Charitable contributions to pooled income funds.

§ 202.095. Charitable gift annuities.

CHAPTER 203. EXEMPT TRANSACTIONS

§ 203.041. Limited offerings.

PENNSYLVANIA SECURITIES COMMISSION Eastgate Office Building, 2nd Floor,1010 N. 7th Street Harrisburg, PA 17102-1410 (717) 787-8061 (1-800-600-0007 in PA)

NOTICE FILING UNDER THE PENNSYLVANIA SECURITIES ACT OF 1972 TO CLAIM AN EXEMPTION UNDER:

SECTION 203(d) ''LIMITED OFFERING EXEMPTION'' SECTION 203(s) ''SEC RULE 505 EXEMPTION'' SECTION 203(t) ''ACCREDITED INVESTOR EXEMPTION''

General Instructions

COMMONWEALTH OF PENNSYLVANIA PENNSYLVANIA SECURITIES COMMISSION

NOTICE FILING UNDER THE PENNSYLVANIA SECURITIES ACT OF 1972 (''ACT'') TO CLAIM AN EXEMPTION UNDER: (CHECK ONE)

[Continued on next Web Page]

PENNSYLVANIA SECURITIES COMMISSION
Eastgate Office Building, 2nd Floor,
1010 N. 7th Street
Harrisburg, PA 17102-1410
(717) 787-8061
(1-800-600-0007 in PA)

SECTION 203(d) ''LIMITED OFFERING EXEMPTION''
SECTION 203(s) ''SEC RULE 505 EXEMPTION''
SECTION 203(t) ''ACCREDITED INVESTOR EXEMPTION''

COMMONWEALTH OF PENNSYLVANIA
PENNSYLVANIA SECURITIES COMMISSION

NOTICE FILING UNDER THE PENNSYLVANIA SECURITIES ACT OF 1972 (''ACT'') TO CLAIM AN EXEMPTION UNDER:
(CHECK ONE)