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Technology Stocks : Ascend Communications (ASND)
ASND 197.10+0.1%1:24 PM EST
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To: The BayWatcher who wrote (24393)11/22/1997 9:58:00 AM
From: Gary Korn  Read Replies (1) of 61433
 
Some form definitions from the SEC's EDGAR site, rather than from Edgar-Online, a secondary source:

1. A form that would be filed by an acquirer of 5% is a 13D:

Schedule 13D

This Schedule discloses beneficial ownership of certain registered equity securities. Any person or group of persons who acquire a beneficial ownership of more than 5% of a class of registered equity securities of certain issuers must file a Schedule 13D reporting such acquisition together with certain other information within ten days after such acquisition. Moreover, any material changes in the facts set forth in the Schedule generally precipitates a duty to promptly file an amendment on Schedule 13D.

The Commission's rules define the term "beneficial owner" to be any person who directly or indirectly shares voting power or investment power (the power to sell the security).
Interpretive Responsibility:
Division of Corporation Finance - Office of Tender Offers

2. A form filed by an outright acquirer is a 14D-1:

Schedule 14D-1

Any person, other than the issuer itself (see Schedule 13E-4), making a tender offer for certain equity securities registered pursuant to Section 12 of the '34 Act, which offer, if accepted, would cause that person to own over 5 percent of that class of the securities, must at the time of the offer file a Schedule 14D-1. This schedule must be filed with the Commission and sent to certain other parties, such as the issuer and any competing bidders. In addition, Regulation 14D sets forth certain requirements that must be complied with in connection with a tender offer.
Interpretive Responsibility:
Division of Corporation Finance - Office of Tender Offers
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