The Central Post Office And Continuing Disclosure

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Presentation transcript:

The Central Post Office And Continuing Disclosure Date Event Name Public Policy Program Presented by Name

SEC Rule 15c2-12 Adopted In 1989 for Official Statements Amended July 1995 to provide for Continuing Disclosure 1995 Amendment Requires: Annual Report of Financial and Operating Data Audited Financial Statements Notice of Failure to File Annual Report Material Event Notification Underwriters Prohibited From Purchasing or Selling Securities Unless Contract Exists To Provide Continuing Disclosure “Amendments reflect the belief that purchasers in the secondary market need the same level of financial information and operating data in making market decisions as purchasers in the underwritten offering.”

Disclosure System (1995 – 2004) Not Electronically Based Four (4) Separate NRMSIRs and Three (3) SIDS To Distribute Filings To No Receipt Provided or Method To Easily Verify a Filing Received No Central Index That Lists Filings Received No Central Tickler System

Muni Council Comprised Of Eighteen (18) Municipal Market Participants Started Meeting In 2001 To Discuss And Review Status Of Continuing Disclosure Following Request for Proposal Process Selected The Municipal Advisory Council of Texas To Develop And Operate the Central Post Office

Central Post Office DisclosureUSA.org A Single Filing Location That Forwards Filings To The NRMSIRs and SIDs Electronic Emphasis But Will Accept Paper Filings For a $45 per document Fee

DisclosureUSA.org Features Provides Issuers A No Cost, Electronic Based Single Filing Location That Automatically Forwards To NRMSIRs/SID’s Forwards important indexing information including CUSIP numbers to the NRMSIRs/SIDs Provides A Searchable Index Of Filing Information

Central Post Office Is: Not a Dissemination Agent Not a NRMSIR or a SID. Documents submitted cannot be accessed through the Central Post Office

Support For DisclosureUSA.org SEC Interpretative Letter Dated 9/7/04 (www.sec.gov/info/municipal/texasmac090704.pdf) The Interpretative letter approves the use of DisclosureUSA by issuers of Municipal securities and others who make continuing disclosure filings under SEC Rule 15c2-12.” NABL Memo Dated 9/7/04 (www.nabl.org/library/securities/misc/municouncil/90704committeecomments.pdf) “it is the view of the Securities and Disclosure Committee of NABL that transmission to the CPO should satisfy the requirements of continuing disclosure contracts to make disclosure filings described in the Rule...” GFOA “tremendous benefits for issuers who use DisclosureUSA.org”

Support For DisclosureUSA.org NABL Securities Committee Suggested Language for new continuing disclosure agreements (CDAs) to reflect the interpretive guidance from the SEC regarding the use of the Central Post Office as a mechanism for filing s under Rule 15c2-12 continuing disclosure agreements. The text of that language is as follows: “Any filing under this [agreement] [may be] made solely by transmitting such filing to the Texas Municipal Advisory Council (the “MAC”) as provided at http://www.DisclosureUSA.org unless the United States Securities and Exchange Commission has with drawn the interpretive advice in its letter to the MAC dated September 7, 2004.

Issuer Benefits Meet SEC Requirements By Filing With One Entity Electronic Submission / Free Issuers/Obligors Can Review For File of Submission For 30 Days View An Index

What Issuers Can Do Get Familiar With The Operations Of CPO @ www.DisclosureUSA.org Review TMAC Interpretive Letter Request And SEC Response Review NABL Comment Letter And CDA Language Be Aware Of Educational Efforts That Will Be undertaken By GFOA, Muni Council And TMAC Support And Utilize The CPO Because Of The Benefits It Provides To Issuers And The Market Attach PDF files made from original WORD documents (rather than scanned documents)