Securities Exchange Act of 1934 — Section 16

March 16, 1994

Response of the Office of Chief Counsel
Division of Corporation Finance

You have asked the Division whether the exemption provided by Rule 16b-2 under Section 16 of the Securities Exchange Act of 1934 applies to acquisitions of securities pursuant to the reinvestment of dividends on securities of the same issuer under an automatic reinvestment of dividends service offered by the Company with respect to various issuers. This service essentially mirrors a dividend reinvestment plan that is offered by the issuer of such securities, is available on the same terms to all shareholders, and provides for the regular reinvestment of dividends in compliance with Rule 16b-2.

Based on the facts presented, the Division is of the view that Rule 16b-2 would be available to exempt such acquisitions.

Because this position is based on the representations made to the Division in your letters, it should be noted that any different facts or conditions might require a different conclusion.

Incoming Letter:

The Incoming Letter is in Acrobat format.

http://www.sec.gov/divisions/corpfin/cf-noaction/mlpfs031694-sec16.htm