Sch14D-1Fsupp.2012-13

SUPPORTING STATEMENT FOR SCHEDULE 14D-1F

A.

JUSTIFICATION
1.

Circumstances Making the Collection of Information Necessary

The disclosure requirements for persons engaging in corporate control
transactions are designed to make material facts concerning the nature of the transaction
and the participants known so that security holders have the opportunity to make
informed investment decisions. Disclosure of this information is required primarily by
the rules adopted under the William’s Act amendments to the Securities Exchange Act of
1934 (“Exchange Act”) and the proxy rules promulgated under Section 14(a) of the
Exchange Act.
Section 13(d) of the Exchange Act serves a pivotal role in this disclosure scheme.
It requires that a Schedule 13D be filed by any person that acquires beneficial ownership
of more than five percent of a class of equity securities. Section 14(d) and 14(e) of the
Exchange Act provide for the regulation of tender offers and the filing of a Schedule
14D-1 by the bidder. Schedule 14D-1 requires that the bidder provide information about
its identity and background, past contracts and transactions with the subject company,
source and amount of funds, and purposes, plans, or proposals, among other items. Other
required information includes the identity and background of the participants, the purpose
of the company, the source and the amount of funds, and any borrowing to acquire the
securities or engage in the solicitation. A summary of the information contained in the
Schedule 14D-1 must be disseminated adequately to security holders. While the specific
requirements of each of these disclosure schemes differ, each serves to provide material
information to the marketplace, the shareholders, and the target issuer.
Schedule 14D-1F may be used by any person making a cash tender or exchange
offer for securities of any foreign private issuer incorporated or organized under the laws
of Canada and less than 40 percent of the foreign private issuer’s securities are held by
U.S. holders. The disclosure items of Schedule 14D-1F, which incorporates the
disclosure documents filed with one or more Canadian securities commissions, reflect the
Commission’s experience and best judgment as to the information regarding the tender
offer that should be required to be disclosed to shareholders.
Schedule 14D-1F, along with the other forms and schedules under the
multijurisdictional disclosure system, are designed to facilitate cross-border transactions
in securities of Canadian issuers.

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2.

Purposes and Use of the Information Collection

The information required to be filed with the Commission permits verification of
compliance with securities law requirements and assures the public availability and
dissemination of such information. Private contractors reproduce much of the filed
information and provide it to private parties. The information filed with Schedule
14D-1F can be used by security holders, investors, broker-dealers, investment banking
firms, professional securities analysts and others in evaluating securities and making
investment decisions with respect to such securities.
3.

Consideration Given to Information Technology

Schedule 14D-1F is filed electronically using the Commission’s Electronic Data
Gathering, Analysis and Retrieval (EDGAR) system.
4.

Duplication of Information

Schedule 14D-1F is a document designed to provide investors in securities of
Canadian issuers with information concerning the bidder, and the Canadian issuer and its
security subject to the tender offer. This information is not otherwise readily available in
the United States.
5.

Reducing the Burden Small on Entities

Specified Canadian issuers, including small Canadian issuers, make all filings on
Schedule 14D-1F. These issuers should have the resources available to prepare the
necessary information for the Commission.
6.

Consequences of Not Conducting Collection

Persons conducting tender offers for the securities of Canadian issuers would find
it more difficult and expensive to comply with the Commission’s rules and regulations in
the absence of the Schedule which permits such persons to provide U.S. investors with
the information required in Canada.
7.

Special Circumstances
No applicable.

8.

Consultations with Persons Outside the Agency

Schedule 14D-1F was proposed for public comment. No comments were received
during the 60-day comment period prior to OMB’s review of this submission.

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9.

Payment or Gift to Respondents
Not applicable.

10.

Confidentiality

Schedule 14D-1F is a public document. However, confidential treatment is
available in limited circumstances.
11.

Sensitive Questions
Not applicable.

12.

Estimate of Respondent Reporting Burden

Schedule 14D-1F takes approximately 2 hours to prepare and is filed by an
estimated 5 respondents annually for a total reporting burden of 10 hours. The estimate
of burden hours is made solely for the purpose of the Paperwork Reduction Act. It is not
derived from a comprehensive or even a representative survey or study of the cost of
Commission rules and forms.
13.

Estimate of Total Annualized Cost Burden
There is no separate cost burden associated with this information collection.

14.

Costs to Federal Government

Regarding the cost to the Federal Government, the Commission costs associated
with the multijurisdictional registration system are approximately $10,000.
15.

Reason for Changes in Burden

The decrease of 26 annual burden hours is due to an adjustment. The change in burden
hours was because there was a decrease in the number of respondents filing Schedules 14D-1F.
16.

Information Collection Planned for Statistical Purposes
Not applicable.

17.

Approval to Omit Expiration Date

We request authorization to omit the expiration date on the electronic version of this form
for design and scheduling reasons. The OMB control number will be displayed.

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18.

Exceptions to Certification for Paperwork Reduction Act Submissions
Not applicable.

B.

STATISTICAL METHODS
Not applicable.