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Sunshine Act Meeting

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Start Preamble

Notice is hereby given, pursuant to the provisions of the Government in the Sunshine Act, Public Law 94-409, that the Securities and Exchange Commission will hold the following meetings during the week of January 13, 2003: A Closed Meeting will be held on Tuesday, January 14, 2003, at 10 a.m., and an Open Meeting will be held on Wednesday, January 15, 2003, at 10 a.m., in Room 1C30, the William O. Douglas Room.

Commissioner Glassman, as duty officer, determined that no earlier notice thereof was possible.

Commissioners, Counsel to the Commissioners, the Secretary to the Commission, and recording secretaries will attend the Closed Meeting. Certain staff members who have an interest in the matters may also be present.

The General Counsel of the Commission, or his designee, has certified that, in his opinion, one or more of the exemptions set forth in 5 U.S.C. 552b(c)(3), (5), (7), (9)(B) and (10) and 17 CFR 200.402(a)(3), (5), (7), (9)(ii) and (10), permit consideration of the scheduled matters at the Closed Meeting.

The subject matter of the Closed Meeting scheduled for Tuesday, January 14, 2003 will be:

Institution and settlement of administrative proceedings of an enforcement nature;

Institution and settlement of injunctive actions; and Start Printed Page 1493

Amicus participation.

The subject matter of the Open Meeting scheduled for Wednesday, January 15, 2003 will be:

1. The Commission will consider adopting new rules and amendments regarding the use of pro forma financial information in order to implement Section 401(b) of the Sarbanes-Oxley Act of 2002. In addition, the Commission will consider an amendment to Form 8-K requiring the submission of earnings announcements and releases.

2. The Commission will consider whether to adopt new rules to prohibit an issuer's directors and executive officers from purchasing, selling or otherwise acquiring or transferring any equity security of the issuer during a pension plan blackout period that prevents plan participants or beneficiaries from engaging in equity securities transactions, if the equity security was acquired in connection with the director or executive officer's service or employment as a director or executive officer. These rules implement Section 306(a) of the Sarbanes-Oxley Act of 2002. In addition, the rules will require issuers to provide advance notice to their directors and executive officers and the Commission of the imposition of a pension plan blackout period.

3. The Commission will consider whether to adopt new disclosure requirements mandated by Sections 406 and 407 of the Sarbanes-Oxley Act of 2002. The new rules require a company subject to the reporting requirements of the Securities Exchange Act of 1934 to disclose: (1) Whether it has adopted a code of ethics that applies to certain of its senior officers; and (2) whether a financial expert serves on the company's audit committee. The Commission will consider whether to adopt rules under Section 404 of the Sarbanes-Oxley Act relating to internal control reports by management in a separate release at a later date—these rules were proposed in the same release as the rules under Sections 406 and 407.

4. The Commission will consider whether to adopt Regulation Analyst Certification, a new rule that would require research analysts to provide certifications regarding the views they express in research reports and public appearances and to provide disclosures regarding any compensation they may have received related to those views and recommendations.

At times, changes in Commission priorities require alterations in the scheduling of meeting items. For further information and to ascertain what, if any, matters have been added, deleted or postponed, please contact:

The Office of the Secretary at (202) 942-7070.

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Dated: January 8, 2003.

Margaret H. McFarland,

Deputy Secretary.

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[FR Doc. 03-668 Filed 1-8-03; 4:00 pm]