General Rules and Regulations
promulgated
under the
Securities Exchange Act of 1934
Rule 3b-4 -- Definition of "Foreign Government," "Foreign Issuer" and "Foreign Private Issuer"
The term foreign government means the government
of any foreign country or of any political subdivision of a foreign country.
The term foreign issuer means any issuer
which is a foreign government, a national of any foreign country or a corporation
or other organization incorporated or organized under the laws of any foreign
country.
The term foreign private issuer means any
foreign issuer other than a foreign government except an issuer meeting the
following conditions:
More than 50 percent of the issuer's outstanding
voting securities are directly or indirectly held of record by residents
of the United States; and
Any of the following:
The majority of the executive officers
or directors are United States citizens or residents;
More than 50 percent of the assets
of the issuer are located in the United States; or
The business of the issuer is administered
principally in the United States.
Instruction to paragraph (c)(1): To determine the percentage
of outstanding voting securities held by U.S. residents:
Use the method of calculating
record ownership in Rule 12g3-2(a) under
the Act, except that your inquiry as to the amount of shares represented
by accounts of customers resident in the United States may be limited
to brokers, dealers, banks and other nominees located in:
The United States,
Your jurisdiction of incorporation,
and
The jurisdiction that is
the primary trading market for your voting securities, if different
than your jurisdiction of incorporation.
If, after reasonable inquiry,
you are unable to obtain information about the amount of shares represented
by accounts of customers resident in the United States, you may assume,
for purposes of this definition, that the customers are residents
of the jurisdiction in which the nominee has its principal place of
business.
Count shares of voting securities
beneficially owned by residents of the United States as reported on
reports of beneficial ownership provided to you or filed publicly
and based on information otherwise provided to you.
Notice to Users: The Deskbook is made available
with the understanding that the University of Cincinnati College
of Law is not engaged in rendering legal, accounting or other professional
services. If legal advice or other expert assistance is required,
the services of a competent professional person should be sought. See Terms and Conditions of Use.
