Open Meeting Agenda
Wednesday, December 14, 2005, 10:00 a.m.

Agenda as of December 13, 2005. Note that Open Meeting agendas are subject to last-minute changes.

Item 1: Amendments to the Tender Offer Best-Price Rule

The Commission will consider whether to propose amendments to the best-price rule for issuer and third-party tender offers under the Securities Exchange Act of 1934. The proposed amendments would clarify that the best-price rule applies only with respect to the consideration offered and paid for securities tendered in a tender offer and should not apply to consideration offered and paid according to employment compensation, severance or other employee benefit arrangements entered into with employees or directors of the company that is the target of a third-party tender offer.

For further information, please contact Mara L. Ransom, Special Counsel, Office of Mergers & Acquisitions, Division of Corporation Finance at (202) 551-3440.

Item 2: Termination of a Foreign Private Issuer's Registration of a Class of Securities under Section 12(g) of the Securities Exchange Act of 1934 or Termination of its Duty to File Reports under Section 15(d) of the Securities Exchange Act of 1934

The Commission will consider whether to propose a new rule that would enable a foreign private issuer meeting specified conditions to terminate its Exchange Act registration and reporting obligations under section 12(g) regarding a class of equity securities as well as terminate permanently its section 15(d) reporting obligations regarding a class of equity or debt securities. The Commission will also consider whether to propose a rule amendment that would apply the exemption from Exchange Act registration under Rule 12g3-2(b) to a class of equity securities immediately upon the effective date of the issuer's termination of effectiveness regarding that class of securities.

For further information, please contact Elliot Staffin, Special Counsel, Office of International Corporate Finance, Division of Corporation Finance at (202) 551-3450.

Item 3: Revisions to the Accelerated Filer Definition and Accelerated Deadlines for Filing Periodic Reports

The Commission will consider whether to adopt amendments to the "accelerated filer" definition in Rule 12b-2 of the Securities Exchange Act of 1934 to ease some of the current restrictions on the exit of companies from accelerated filer status. The Commission will also consider adopting amendments that would amend the final phase-in of the Form 10-K and Form 10-Q accelerated filing deadlines that is scheduled to take effect next year. Accelerated filers currently are scheduled to become subject to a 60 day filing deadline for their Form 10-K annual reports filed for fiscal years ending on or after December 15, 2005, and a 35-day deadline for the three subsequently filed quarterly reports on Form 10-Q.

For further information, please contact Katherine Hsu, Special Counsel, Office of Rulemaking, Division of Corporation Finance, at (202) 551-3430.