Securities Lawyer's Deskbook
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General Rules and Regulations
under the
Securities Act of 1933

Rule 425 -- Filing of Certain Prospectuses and Communications under Rule 135 in Connection with Business Combination Transactions

  1. All written communications made in reliance on Rule 165 are prospectuses that must be filed with the Commission under this section on the date of first use.

  2. All written communications that contain no more information than that specified in Rule 135 must be filed with the Commission on or before the date of first use except as provided in paragraph (d)(1) of this section. A communication limited to the information specified in Rule 135 will not be deemed an offer in accordance with Rule 135 even though it is filed under this section.

  3. Each prospectus or Rule 135 communication filed under this section must identify the filer, the company that is the subject of the offering and the Commission file number for the related registration statement or, if that file number is unknown, the subject company's Exchange Act or Investment Company Act file number, in the upper right corner of the cover page.

  4. Notwithstanding paragraph (a) of this section, the following need not be filed under this section:

    1. Any written communication that is limited to the information specified in Rule 135 and does not contain new or different information from that which was previously publicly disclosed and filed under this section.

    2. Any research report used in reliance on Rule 137, Rule 138 and Rule 139;

    3. Any confirmation described in Rule 10b-10; and

    4. Any prospectus filed under Rule 424.

    Notes to Rule 425:

    1. File five copies of the prospectus or Rule 135 communication if paper filing is permitted.

    2. No filing is required under Rule 13e-4(c), Rule 14a-12(b), Rule 14d-2(b), or Rule 14d-9(a), if the communication is filed under this section. Communications filed under this section also are deemed filed under the other applicable sections.

Regulatory History

64 FR 61408, 61450, Nov. 10, 1999

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