Submission for OMB Review; Comment Request

Upon written request, copies available from: Securities and Exchange Commission, Office of Filings and Information Services, Washington, DC 20549.

Extension:

Regulation S—OMB Control No. 3235-0357—SEC File No. 270-315;

Rule 13e-3 (Schedule 13E-3)—OMB Control No. 3235-0007—SEC File No. 270-1.

Notice is hereby given that pursuant to the Paperwork Reduction Act of 1995 (44 U.S.C. 3501 et seq.) the Securities and Exchange Commission (“Commission”) has submitted to the Office of Management and Budget requests for extension of the previously approved collections of information discussed below.

Regulation S (OMB Control No. 3235-0357; SEC File No. 270-315) includes rules governing offers and sales of securities made outside the United States without registration under the Securities Act of 1933. The purpose of Regulation S is to provide clarification of the extent to which Section 5 of the Securities Act applies to sales and re-sales of securities outside of the United States. Regulation S is assigned one burden hour for administrative convenience.

Rule 13e-3 and Schedule 13E-3 (OMB Control No. 3235-0007; SEC File No. 270-1)—Rule 13e-3 prescribes the filing, disclosure and dissemination requirements in connection with a going private transaction by an issuer or an affiliate. Schedule 13E-3 provides shareholders and the marketplace with information concerning going private transactions that is important in determining how to respond to such transactions. The information collected permits verification of compliance with securities laws requirements and ensures the public availability and dissemination of the collected information. This information is made available to the public. Information provided on Schedule 13E-3 is mandatory. Approximately 600 issuers file Schedule 13E-3 annually and it takes approximately 137.25 hours per response for a total of 82,350 annual burden hours. It is estimated that 25% of the 82,350 total burden hours (20,588 burden hours) is prepared by the company. The remaining 75% of the total burden is attributed to outside cost.

An agency may not conduct or sponsor, and a person is not required to respond to, a collection of information unless it displays a currently valid control number.

Written comments regarding the above information should be directed to the following persons: (i) Desk Officer for the Securities and Exchange Commission: David_Rostker@omb.eop.gov; and (ii) R. Corey Booth, Director/Chief Information Officer, Office of Information Technology, Securities and Exchange Commission, 450 Fifth Street, NW., Washington, DC 20549. Comments must be submitted to OMB within 30 days of this notice.