Craig,
The following is from a report by an SEC task force on "disclosure simplification" from 1996. I believe it reflects the way beneficial owners currently disclose ownership, but I could be wrong...
<<With certain exceptions, Exchange Act Section 13(d) and
the regulations promulgated thereunder require a beneficial owner
of more than five percent of a class of equity securities
registered under Section 12 of the Exchange Act to file a
Schedule 13D report with the Commission within ten days after it
has exceeded the five percent threshold. The purpose of Section
13(d)'s reporting regimen is to function as an early warning
system to the company, its shareholders and the markets about a
potential change in control of the company.
However, the scope of the Section 13(d) reporting
scheme may place an unnecessary reporting obligation on persons
whose acquisitions have a passive investment purpose and thus do
not involve the concerns of the Williams Act. Consequently, the
Task Force recommends the following Regulation 13D revisions.
a. Permit investors with passive
investment intent to use Schedule
13G.
The Commission should amend Regulation 13D to permit
any investor, whether institutional or non-institutional, that
acquires or holds more than five percent but less than a certain
percentage (e.g., 10, 15 or 20 percent) of a class of Section
13(d) securities with a passive investment purpose, to file a
Schedule 13G instead of a Schedule 13D. Schedule 13G is the
"short form" Section 13(d) report, which primarily applies to
certain qualifying institutional investors. Schedule 13G only
requires minimum disclosure of certain basic items of information concerning the beneficial owner's identity and a description of
the securities interest in question, and need only be filed
within 45 days of the end of the fiscal year in which the
threshold is exceeded. While the Commission proposed a similar
amendment to Regulation 13D in 1989, it has not acted on this
proposal.
The Task Force therefore recommends that the Commission
revisit the 1989 proposing release and renew the debate on these
issues. In determining the best method to implement this
recommendation, the Task Force recognizes that the Commission may
wish to take into account its intervening liberalization of the
proxy rules in 1992, particularly reliance that was placed in
that context upon the beneficial ownership rules. Also, in
determining the appropriate beneficial ownership ceiling, the
Commission again should seek comment on the level of holdings
that would implicate a controlling interest.
b. Codify staff position permitting
control persons of institutional
investors to file jointly with such
institutional investors on Schedule
13G under certain conditions.
Institutional investors who, as part of the ordinary
management of their investment portfolios, acquire securities
representing more than five percent of a class of equity
securities are required under Section 13(d) of the Exchange Act
to file reports indicating their beneficial ownership with the
Commission. If these securities were acquired with neither the
purpose nor effect of changing or influencing the control of the
issuer, and not in connection with nor as a participant in any
transaction having such purpose or effect, the institutional
investor is eligible to report the acquisition on Schedule 13G.
Although persons controlling such institutional
investors also are considered under Commission rules to be
beneficial owners of those securities, such persons are generally
not eligible to avail themselves of the short form reporting
privilege. Nevertheless, the staff has taken the position in no-
action letters that such control persons may file jointly with
the institutional investors on the short form report, provided
that such control persons' individual ownership (i.e., ownership
other than that which is attributable to the person by virtue of
their relationship with the institutional investor) does not
exceed one percent of the class of the issuer's equity
securities. The Task Force recommends the codification of this
staff position.>>
sec.gov
(look out...it's a whopper report)
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