US Securities and Exchange Commission
Plain English Handbook: How to create clear disclosure documents

Flashcards

Step 1: Click Next button to show the guideline or "Before" example.
Step 2: Click Next button again to show the explanation or
"After" Plain English revision; Repeat Steps 1 and 2.
Before (all capital letters, jargon, long sentence)

REPRESENTATION OTHER THAN THOSE CONTAINED OR INCORPORATED BY REFERENCE IN THIS JOINT PROXY STATEMENT/PROSPECTUS, AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATION MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED.
After (possible plain English rewrite)

You should rely only on the information contained in this document or that we have referred you to. We have not authorized anyone to provide you with information that is different.
Before (passive voice)


The stock is bought by the investor.
After (active voice)


The investor buys the stock.
Before (passive voice)


The foregoing Fee Table is intended to assist investors in understanding the costs and expenses that a shareholder in the Fund will bear directly or indirectly.
After (active voice with strong verb)


This table describes the fees and expenses that you may pay if you buy and hold shares of the fund.
Before (passive voice)


The proxies solicited hereby for the Heartland Meeting may be revoked, subject to the procedures described herein, at any time up to and including the date of the Heartland Meeting.
After (active voice)


You may revoke your proxy and reclaim your right to vote up to and including the day of the meeting by following the directions on page 10.
Before (hidden verb/nominalization)


We made an application…
After


We applied ...
Before (hidden verb/nominalization)


We made a determination…
After


We determined …
Before (hidden verb/nominalization)


We will make a distribution …
After


We will distribute …
Before (hidden verb/nominalization)


We will provide appropriate information to shareholders concerning…
After


We will inform shareholders about…
Before (hidden verb/nominalization)


We will have no stock ownership of the company.
After


We will not own the company’s stock.
Before (hidden verb/nominalization)


There is the possibility of prior Board approval of these investments.
After


The Board might approve these investments in advance.
Before (long sentence, with abstractions and jargon, impersonal tone)


This Summary does not purport to be complete and is qualified in its entirety by the more detailed information contained in the Proxy Statement and the Appendices hereto, all of which should be carefully reviewed.
After (use personal pronouns to speak directly to the reader and create an appealing tone)

Because this is a summary, it does not contain all the information that may be important to you. You should read the entire proxy statement and its appendices carefully before you decide how to vote.
Before (abstract terms used)


Sandyhill Basic Value Fund, Inc. (the “Fund”) seeks capital appreciation and, secondarily, income by investing in securities, primarily equities, that management of the Fund believes are undervalued and therefore represent basic investment value.
After (common terms used instead of abstractions)


At the Sandyhill Basic Value Fund, we will strive to increase the value of your shares (capital appreciation) and, to a lesser extent, to provide income (dividends). We will invest primarily in undervalued stocks, meaning those selling for low prices given the financial strength of the companies.
Before (abstract terms used)


No consideration or surrender of Beco Stock will be required of shareholders of Beco in return for the shares of Unis Common Stock issued pursuant to the Distribution.
After (common terms used instead of abstractions)


You will not have to turn in your shares of Beco stock or pay any money to receive your shares of Unis common stock from the spin-off.
Before (superfluous phrase)


in order to
After (simpler word)


to
Before (superfluous phrase)


in the event that
After (simpler word)


if
Before (superfluous phrase)


subsequent to
After (simpler word)


after
Before (superfluous phrase)


prior to
After (simpler word)


before
Before (superfluous phrase)


despite the fact that
After (simpler word)


although
Before (superfluous phrase)


because of the fact that
After (simpler word)


because, since
Before (superfluous phrase)


in light of
After (simpler word)


because, since
Before (superfluous phrase)


owing to the fact that
After (simpler word)


because, since
Before (superfluous words)


The following summary is intended only to highlight certain information contained elsewhere in this Prospectus.
After (simpler words)


This summary highlights some information from this Prospectus.
Before (superfluous words)


Machine Industries and Great Tools, Inc. are each subject to the information requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and in accordance therewith file reports, proxy statements and other information with the Securities and Exchange Commission (the “Commission”).
After (simpler words)


We file annual, quarterly, and special reports, proxy statements, and other information with the Securities and Exchange Commission (SEC).
Before (superfluous words)


Drakecorp has filed with the Internal Revenue Service a tax ruling request concerning, among other things, the tax consequences of the Distribution to the United States holders of Drakecorp Stock. It is expected that the Distribution of Beco Common Stock to the shareholders of Drakecorp will be tax-free to such shareholders for federal income tax purposes, except to the extent that cash is received for fractional share interests.
After (simpler words)


While we expect that this transaction will be tax free for U.S. shareholders at the federal level (except for any cash paid for fractional shares), we have asked the Internal Revenue Service to rule that it is.
Before (negative statement)


Persons other than the primary beneficiary may not receive these dividends.
After (positive statement)


Only the primary beneficiary may receive these dividends.
Before (negative compound)


not able
After (single word replacing the phrase)


unable
Before (negative compound)


not accept
After (single word replacing the phrase)


reject
Before (negative compound)


not certain
After (single word replacing the phrase)


uncertain
Before (negative compound)


not unlike
After (single word replacing the phrase)


similar, alike
Before (negative compound)


does not have
After (single word replacing the phrase)


lacks
Before (negative compound)


does not include
After (single word replacing the phrase)


excludes, omits
Before (negative compound)


not many
After (single word replacing the phrase)


few
Before (negative compound)


not often
After (single word replacing the phrase)


rarely
Before (negative compound)


not the same
After (single word replacing the phrase)


different
Before (negative compound)


not ... unless
After (single word replacing the phrase)


only if
Before (negative compound)


not ... except
After (single word replacing the phrase)


only if
Before (negative compound)


not ... until
After (single word replacing the phrase)


only when
Before (long sentence, complex information without context for the reader)


The following description encompasses all the material terms and provisions of the Notes offered hereby and supplements, and to the extent inconsistent therewith replaces, the description of the general terms and provisions of the Debt Securities (as defined in the accompanying Prospectus) set forth under the heading “Description of Debt Securities” in the Prospectus, to which description reference is hereby made. The following description will apply to each Note unless otherwise specified in the applicable Pricing Supplement.
After (possible version 1: short sentence, with no tabulation)



We provide information to you about our notes in three separate documents that progressively provide more detail: 1) the prospectus, 2) the prospectus supplement, and 3) the pricing supplement. Since the terms of specific notes may differ from the general information we have provided, in all cases rely on information in the pricing supplement over different information in the prospectus and the prospectus supplement; and rely on this prospectus supplement over different information in the prospectus.
Before (long, information-packed sentence with boilerplate text)


The Drake Capital Corporation (the “Company”) may offer from time to time its Global Medium-Term Notes, Series A, Due from 9 months to 60 Years From Date of Issue, which are issuable in one or more series (the “Notes”), in the United States in an aggregate principal amount of up to U.S. $6,428,598,500, or the equivalent thereof in other currencies, including composite currencies such as the European Currency Unit (the “ECU”) (provided that, with respect to Original Issue Discount Notes (as defined under “Description of Notes—Original Issue Discount Notes”), the initial offering price of such Notes shall be used in calculating the aggregate principal amount of Notes offered hereunder).
After (possible version 2: short sentence, with tabulation))


We provide information to you about our notes in three separate documents that progressively provide more detail:

1 The Prospectus (General information that may or may not apply to each note.)


2 The Prospectus Supplement (More specific than the prospectus, and to the extent information differs from the prospectus, rely on the different information in this document.)


3 The Pricing Supplement (Provides final details about a specific note including its price. To the extent information differs from the prospectus or the prospectus supplement, rely on the different information in this document.)
Before (long, information-packed sentence with boilerplate text)


The Drake Capital Corporation (the “Company”) may offer from time to time its Global Medium-Term Notes, Series A, Due from 9 months to 60 Years From Date of Issue, which are issuable in one or more series (the “Notes”), in the United States in an aggregate principal amount of up to U.S. $6,428,598,500, or the equivalent thereof in other currencies, including composite currencies such as the European Currency Unit (the “ECU”) (provided that, with respect to Original Issue Discount Notes (as defined under “Description of Notes—Original Issue Discount Notes”), the initial offering price of such Notes shall be used in calculating the aggregate principal amount of Notes offered hereunder).
After (possible plain English revision: four sentences, active voice, common words, and moves from general to specific)


The Drake Capital Corporation may offer at various times up to U.S. $6,428,598,500 worth of Global Medium-term notes. These notes will mature from 9 months to 60 years after the date they are purchased. We will offer these notes in series, starting with Series A, and in U.S., foreign, and composite currencies, like the European Currency Unit. If we offer original issue discount notes, we will use their initial offering prices to calculate when we reach $6,428,598,500.
Before (natural word order of subject-verb-object interrupted by modifiers)


Holders of the Class A and Class B-1 certificates will be entitled to receive on each Payment Date, to the extent monies are available therefor (but not more than the Class A Certificate Balance or Class B-1 Certificate Balance or Class B-1 Certificate Balance then outstanding), a distribution.
After (Keep the subject, verb, and object close together)


Class A and Class B-1 certificate holders will receive a distribution on each payment date if cash is available on those dates for their class.
Before (natural word order of subject-verb-object interrupted by modifiers)


The following description of the particular terms of the Notes offered hereby (referred to in the accompanying Prospectus as the “Debt Securities”) supplements, and to the extent inconsistent therewith replaces, the description of the general terms and provisions of the Debt Securities set forth in the Prospectus, to which description reference is hereby made.
After (Keep the subject, verb, and object close together)


This document describes the terms of these notes in greater detail than our prospectus, and may provide information that differs from our prospectus. If the information does differ from our prospectus, please rely on the information in this document.
Before (sentence structure not parallel)


If you want to buy shares in Fund X by mail, fill out and sign the Account Application form, making your check payable to “The X Fund,” and put your social security or taxpayer identification number on your check.
After (sentence structure parallel)


If you want to buy shares in Fund X by mail, fill out and sign the Account Application form, make your check payable to “The X Fund,” and put your social security or taxpayer identification number on your check.
Before (sentence structure not parallel)


We invest the Fund’s assets in short-term money market securities to provide you with liquidity, protection of your investment, and high current income.
After (sentence structure parallel)


We invest in short-term money market securities to provide you with liquidity, to protect your investment, and to generate high current income.
Before (the word “respectively” forces your reader to go back and to use more time and read your words twice to understand what you’ve written)


The Senior Notes and the guarantee (the “Guarantee”) of the Senior Notes by Island Holdings will constitute unsecured senior obligations of the Issuer and Island Holdings, respectively.
After


The senior notes are an unsecured senior obligation of the issuer, while the guarantee of the senior notes is an unsecured senior obligation of Island Holdings.

 

SEC Plain English Handbook By the Office of Investor Education and Assistance, U.S. Securities and Exchange Commission, 450 5th Street, N.W. Washington, DC 20549 August 1998. This handbook shows how to use well-established techniques for writing in plain English to create clearer and more informative disclosure documents. Preface by Warren E. Buffett and Introduction by Arthur Levitt, Chairman, U.S. Securities and Exchange Commission.


Exercises created by Atty. Gerry T. Galacio; all rights reserved. You can freely use these exercises, but you must not upload them to any website or the cloud. For comments, questions, corrections, or suggestions, email gtgalacio@yahoo.com

 

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