Section 13(e) of the Securities
Exchange Act of 1934 (the “Act”) makes it unlawful for an issuer to
purchase its own equity securities unless the purchase is in
compliance with such rules and regulations as set forth by the
Commission for protection of public interest or for the protection
of the investors. In order to facilitate compliance with Section
13(e), the Commission adopted Rule 13e-1 (17 CFR 240.13e-1). Rule
13e-1 states that an issuer that has received notice that it is the
subject of a tender offer made under Section 14(d)(1) of the Act,
that has commenced under Rule 14d-2, cannot purchase any of its
equity securities during the tender offer unless the issuer first
files a statement with the Commission containing the required
information under Rule 13e-1. This rule is in keeping with the
Commission’s statutory responsibility to prescribe rules and
regulations that are necessary for the protection of investors. A
principal function of the Federal securities laws’ disclosure
provisions is to make information available to the securities
markets. The Commission uses very little of the collected
information for itself, except on an occasional basis in the
enforcement of the securities laws. The information required by the
Commission assures the public availability and dissemination of
such information.
The decrease in the annual
burdens (of 9 hours and $28,937) is due to a decrease in the
estimated number of annual Rule 13e-1 responses (from 10 responses
to 1 response). The decrease in the cost burden is partially offset
by an increase in the Commission’s estimate of the cost to issuers
of outside professionals (from $400 per hour to $600 per
hour).
The Securities and Exchange Commission
(“Commission”) is submitting this Supporting Statement to request
approval from the Office of Management and Budget (“OMB”) (1) for
the extension of the existing collection of information (OMB
Control No. 3235-0305) and (2) to designate OMB Control No.
3235-0305 as a “common form” for purposes of Paperwork Reduction
Act (“PRA”) submissions because the Board of Governors of the
Federal Reserve System uses this information collection (under OMB
Control No. 7100-0091).
Agency/Sub Agency
RCF ID
RCF Title
RCF Status
IC Title
On behalf of this Federal agency, I certify that
the collection of information encompassed by this request complies
with 5 CFR 1320.9 and the related provisions of 5 CFR
1320.8(b)(3).
The following is a summary of the topics, regarding
the proposed collection of information, that the certification
covers:
(i) Why the information is being collected;
(ii) Use of information;
(iii) Burden estimate;
(iv) Nature of response (voluntary, required for a
benefit, or mandatory);
(v) Nature and extent of confidentiality; and
(vi) Need to display currently valid OMB control
number;
If you are unable to certify compliance with any of
these provisions, identify the item by leaving the box unchecked
and explain the reason in the Supporting Statement.
03/06/2026
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