[Federal Register Volume 59, Number 135 (Friday, July 15, 1994)]
[Unknown Section]
[Page 0]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 94-17104]


[[Page Unknown]]

[Federal Register: July 15, 1994]


SECURITIES AND EXCHANGE COMMISSION

17 CFR Parts 228, 229, 230, 232, 239, 240, 249, 250, 259, 260, 269, 270 
and 274
[Release Nos. 33-7074; 34-34332; 35-26081; 39-2321; IC-20390. File No. 
S7-20-94]
RIN 3235-AG10

 

Rulemaking for EDGAR System

AGENCY: Securities and Exchange Commission.

ACTION: Proposed Rules.

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SUMMARY: The Securities and Exchange Commission (``Commission'') is 
proposing minor and technical changes to its rules governing electronic 
filing on the Electronic Data Gathering, Analysis, and Retrieval 
(``EDGAR'') system, and also is providing guidance on avoiding errors 
in the EDGAR filing process.

DATES: Comments must be submitted on or before August 15, 1994.

ADDRESSES: Comments should be submitted in triplicate to Jonathan G. 
Katz, Secretary, Securities and Exchange Commission, 450 Fifth Street, 
NW., Washington, DC 20549. Comment letters should refer to File No. S7-
20-94. All comments received will be available for public inspection 
and copying in the Commission's Public Reference Room, 450 Fifth 
Street, NW., Washington, DC 20549.

FOR FURTHER INFORMATION CONTACT: For Corporation Finance filings, 
Barbara C. Jacobs, James R. Budge or Joseph P. Babits, Office of 
Disclosure Policy, Division of Corporation Finance, Mail Stop 3-12, 450 
Fifth Street, NW., Washington, DC 20549, at (202) 942-2910. For 
Division of Investment Management filings, Anthony A. Vertuno or Ruth 
Armfield Sanders, EDGAR IM Project, at (202) 942-0591. For filings 
under the Public Utility Holding Company Act of 1935, Richard T. 
Miller, Office of Public Utility Regulation, at (202) 942-0545.

SUPPLEMENTARY INFORMATION: The Commission today requests public comment 
on a number of minor and technical changes to the rules governing the 
submission of documents filed via the EDGAR system. These proposals 
reflect the experience of the staff since the rules implementing the 
EDGAR system were adopted in February 1993.\1\ The changes, if adopted, 
will affect Regulation S-B,\2\ Regulation S-K,\3\ the Rules and 
Regulations\4\ under the Securities Act of 1933 (``Securities 
Act''),\5\ Regulation S-T, the Forms under the Securities Act,\6\ the 
Rules, Regulations and Schedules\7\ under the Securities Exchange Act 
of 1934 (``Exchange Act''),\8\ the Forms under the Exchange Act,\9\ the 
Rules\10\ and Forms\11\ under the Public Utility Holding Company Act of 
1935 (``Public Utility Act''),\12\ the Rules\13\ under the Trust 
Indenture Act of 1939 (``Trust Indenture Act'')\14\, and the Rules\14\, 
and the Rules\15\ under the Investment Company Act of 1940 
(``Investment Company Act'').\16\ Guidance also is provided in Part III 
of this Release to assist in preventing errors when making EDGAR 
filings.
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    \1\The EDGAR rules were adopted in four releases: Release No. 
33-6977 (February 23, 1993) (58 FR 14628) (containing a general 
description of the EDGAR system, Regulation S-T (the electronic 
filing regulation) (17 CFR part 232), and the rules applicable to 
filings processed by the Division of Corporation Finance); Release 
No. IC-19284 (February 23, 1993) (58 FR 14848) (relating to rules 
specific to investment companies and institutional investment 
managers); Release No. 35-25746 (February 23, 1993) (58 FR 14999) 
(relating to rules specific to public utility holding companies); 
and Release No. 33-6980 (February 23, 1993) (58 FR 15009) 
(instructions for filing fees).
    \2\17 CFR part 228.
    \3\17 CFR part 229.
    \4\17 CFR part 230.
    \5\15 U.S.C. 77a et seq.
    \6\17 CFR part 239.
    \7\17 CFR part 240.
    \8\15 U.S.C. 78a et seq.
    \9\17 CFR part 249.
    \10\17 CFR part 250.
    \11\17 CFR part 259.
    \12\15 U.S.C. 79a et seq.
    \13\17 CFR part 260.
    \14\15 U.S.C. 77aaa et seq.
    \15\17 CFR part 270.
    \16\15 U.S.C. 80a-1 et seq.
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I. Background and Proposed Amendments

    In February 1993, the Commission adopted Regulation S-T, governing 
mandated electronic filing, and a number of amendments to its rules, 
schedules and forms, to begin implementation of the EDGAR system, 
whereby most registrants whose filings are processed by the Division of 
Corporation Finance and the Division of Investment Management will make 
their submissions electronically. Phase-in to mandated electronic 
filing began on April 26, 1993, the date on which the interim rules 
became effective.\17\ On December 6, 1993, the last group of 
approximately 3,400 filers chosen to participate in a Congressionally-
mandated significant test group was phased in, commencing a six-month 
hiatus from further phase-in. As of June 17, 1994, over 59,000 live 
filings and 48,000 test filings had been submitted on the EDGAR system. 
Both system development and staff training on EDGAR are continuing.
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    \17\The Financial Data Schedule provisions will be implemented 
on September 1, 1994. See Release No. 33-7072 (July 8, 1994). 
Financial Data Schedules are exhibits that contain financial 
information extracted or derived from financial data within a filing 
that is marked to allow electronic manipulation of such information. 
For a complete discussion of Financial Data Schedules, see Release 
No. 33-7072, Section IV.D of Release No. 33-6977, Section IV.D of 
Release No. IC-19284, and Section IV of Release No. 35-25746.
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    The electronic filing system currently is being evaluated to 
determine whether the Commission should, as planned, make the interim 
rules final and applicable to all registrants, including those in the 
significant test group, and proceed with the phase-in process. This 
determination is anticipated to be announced by the Commission later 
this summer.
    The staff has gained substantial experience with the EDGAR system 
and its implementing regulations since the first mandated filings were 
made in April 1993 and has determined that certain refinements to the 
rules would be desirable. Most of the proposals are minor amendments 
that would affect substantive filing requirements (several of which 
represent codifications of rule interpretations), or that would clarify 
language in the current requirements in an effort to enhance filers' 
understanding of their electronic filing obligations. Others consist of 
matters involving Commission procedures and practices as well as 
technical corrections to the rules adopted previously. The specific 
proposals are set forth below.
    Several of the following proposals would change in minor ways the 
manner in which an electronic filer complies with its filing 
obligations with the Commission. Others would codify interpretations of 
current EDGAR rules and otherwise clarify existing filing 
requirements.\18\ Comment is solicited on the need for each proposed 
change and whether there are any alternatives to each proposal.
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    \18\A number of proposals involving incorrect cross-references, 
typographical errors and other technical changes are not discussed 
individually here but are set forth in the text of the proposed 
rules, below.
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A. Changes to Regulation S-T

    Regulation S-T, which controls the preparation and submission of 
electronic filings to the Commission, would be amended as described 
below.
     Rule 12(b) of Regulation S-T. Regulation S-T would be 
amended to codify that electronic filers are permitted to submit 
filings on diskette and magnetic tape to the Commission's Operations 
Center in Alexandria, Virginia. Filers who file on diskette and 
magnetic tape may prefer to send them directly to the Operations Center 
to expedite acceptance processing of their submissions, since diskettes 
and tapes sent to the Commission's headquarters must be forwarded to 
the Operations Center for processing.
     Proposed Rule 13(d) of Regulation S-T. Exchange Act Rule 
14a-6(b) provides that definitive proxy statements may be ``filed with, 
or mailed for filing to, the Commission not later than the date such 
material is first sent or given to any security holder.''\19\ Similar 
provisions are found in other Commission rules.\20\ Although electronic 
filers could mail diskettes or magnetic tapes, those choosing to file 
by direct transmission do not have this option. Instead, they must file 
before or on the date the paper counterpart is mailed to investors; 
such filing date must be a business day of the Commission. Paper filers 
(or those using diskettes or magnetic tape) have more flexibility, 
because not only can they satisfy their filing obligations by putting 
copies in the mail to the Commission at the time of distribution (thus 
allowing the actual filing to occur after the distribution), they also 
can satisfy their filing obligation by mailing on Saturday or Sunday, 
an option not available to direct transmission filers. To place 
electronic filers on the same footing with paper filers with respect to 
these filing requirements, a new provision would be added to Regulation 
S-T allowing electronic filers to file their definitive proxy materials 
(or other documents, as applicable) before or on the date the paper 
distribution is made, or if the distribution does not occur on a 
business day of the Commission, as soon as practicable on the next 
business day.
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    \19\17 CFR 240.14a-6(b).
    \20\See, 17 CFR 240.14a-6(c) (relating to personal soliciting 
materials); 17 CFR 240.14a-11(c) (relating to information delivered 
to investors prior to sending a required proxy statement in an 
election contest); 17 CFR 240.14a-12(b) (relating to delivery of 
soliciting materials prior to sending a required proxy statement in 
circumstances other than election contests); 17 CFR 240.14c-5(b) 
(relating to definitive information statements); and 17 CFR 240.16b-
3(b)(2)(ii) (relating to employee benefit plan information to be 
furnished to investors prior to a vote on changes to the plan).
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     Rule 101(a)(1)(i) of Regulation S-T. The Regulation S-T 
list of mandated electronic submissions would be revised to 
specifically include prospectuses filed under the Securities Act.\21\
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    \21\This would make it clear that prospectus filings pursuant to 
Securities Act Rules 424 (17 CFR 230.424) and 497 (17 CFR 230.497) 
are to be filed electronically. For investment company filings, Rule 
101(a)(1)(i) would include statements of additional information and, 
where required to be filed with the Commission, prospectuses 
submitted under Securities Act Rule 482 (17 CFR 230.482). See 
proposed amendments to paragraphs (a) and (e) of Rule 902 of 
Regulation S-T, which would codify a limited exception to the 
electronic filing requirements for Securities Act Rule 497 filings.
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     Rule 101(a)(1)(iii) of Regulation S-T. The Regulation S-T 
list of mandated electronic submissions would be revised to 
specifically exclude Form 13F\22\ from the list of mandated electronic 
filings, consistent with other rule provisions and codifying current 
staff interpretations.\23\
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    \22\17 CFR 249.325.
    \23\See Rule 903(a)(3) of Regulation S-T (17 CFR 232.903(a)(3)). 
See also Section V. of Release No. IC-19284.
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     Proposed Rule 101(b)(3) of Regulation S-T. Employee 
benefit plans would be permitted to file their entire annual report on 
Form 11-K 24 in paper or in electronic format.\25\ Currently, 
Regulation S-T requires Forms 11-K to be filed electronically,\26\ but 
registrants may choose to file any financial statements and schedules 
prepared in accordance with the financial reporting requirements of the 
Employee Retirement Income Security Act of 1974 (``ERISA'')\27\ in 
paper under cover of Form SE. \28\ While this proposal would allow all 
Forms 11-K to be filed in paper, comment is requested as to whether 
this option should be available only to plans including ERISA financial 
statements and schedules. If commenters believe that Form 11-K should 
remain a required electronic filing, comment is solicited on whether 
the rules and forms should be amended to specify that only ERISA 
financial documents prepared on pre-printed forms filed with the 
Department of Labor or the Internal Revenue Service should be allowed 
to be filed under cover of Form SE. This would more clearly reflect the 
Commission's original intention in adopting the Form SE procedure 
applicable to these reports, which was to provide filers a way to avoid 
undue burden and expense in converting documents filed with other 
government agencies into a format compatible with EDGAR. If registrants 
prepare financial statements and schedules in a format readily 
convertible to a format acceptable to EDGAR, arguably such financial 
information should be included in electronic format, even if prepared 
in accordance with the financial reporting requirements of ERISA.
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    \24\17 CFR 249.311.
    \25\Of course, the same would be true for employee benefit plan 
annual reports filed as amendments to Forms 10-K (17 CFR 249.310) or 
10-KSB (17 CFR 249.310b), as permitted by Exchange Act Rule 15d-21 
(17 CFR 240.15d-21).
    \26\Rule 101(a)(1)(iii) of Regulation S-T (17 CFR 
232.101(a)(1)(iii)).
    \27\Pub. L. No 93-406 (codified at 29 U.S.C. 1001 et seq.).
    \28\17 CFR 232.311(c) and General Instruction E of Form 11-K. 
Form SE is found at 17 CFR 239.64, 249.444, 259.603, 269.8, and 
274.403.
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     Proposed Rules 101(b) (4) and (5) of Regulation S-T. The 
following filings would be explicitly included among those allowed to 
be submitted in electronic format, consistent with other rule 
provisions and codifying current staff interpretations: Reports on Form 
13F, filed with the Commission by institutional investment managers as 
required by section 13(f)(1)\29\ of, and Rule 13f-1\30\ under, the 
Exchange Act, on magnetic tape in the format described in Form 13F-
E;\31\ and
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    \29\15 U.S.C. 78m(f)(1).
    \30\17 CFR 240.13f-1.
    \31\17 CFR 249.326. See Rule 903(a)(3) of Regulation S-T (17 CFR 
232.903(a)(3)).
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    Exhibits to Form N-SAR,\32\ except that the Financial Data Schedule 
required under Rule 483 under the Securities Act\33\ must be filed in 
electronic format.\34\
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    \32\17 CFR 274.101.
    \33\17 CFR 230.483.
    \34\See Rule 903(a)(1) of Regulation S-T (17 CFR 232.903(a)(1)).
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     Rule 101(c) of Regulation S-T. The following filings would 
be required to be filed in paper rather than electronically, codifying 
current staff interpretations:
    Form F-6, for registration under the Securities Act of depositary 
shares represented by American Depositary Receipts.\35\ Comment is 
solicited as to whether Form F-6 should be an optional electronic 
filing rather than one required to be filed in paper;
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    \35\17 CFR 239.36. Proposed Rule 101(c)(18) of Regulation S-T.
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    Annual reports filed with the Commission by indenture trustees 
pursuant to the Trust Indenture Act;36
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    \3\6See section 313(d) of the Trust Indenture Act (15 U.S.C. 
77mmm(d)). Proposed Rule 101(c)(19) of Regulation S-T. Section 313 
of the Trust Indenture Act requires indenture trustees to mail to 
all registered holders of indenture securities at stated intervals 
no less than 12 months a brief report with respect to any of several 
enumerated events set forth in the statute. Indenture trustees are 
required to file a copy of such reports with each stock exchange 
upon which the indenture securities are listed, and also with the 
Commission, at the time the report is mailed to security holders.
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    Applications for an exemption from Exchange Act reporting 
obligations filed pursuant to Section 12(h) of the Exchange Act;37 
and,
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    \3\715 U.S.C. 78l(h). Proposed Rule 101(c)(20) of Regulation S-
T.
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    Information relating to employee benefit plan transactions required 
to be filed pursuant to Rule 16b-3(b)(2)(ii)38 under section 16 of 
the Exchange PAct.39
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    \3\817 CFR 240.16b-3(b)(2)(ii).
    \3\915 U.S.C. 78p. Proposed Rule 101(c)(21) of Regulation S-T. 
Rule 16b-3(2)(b)(ii) requires an issuer to furnish in writing to the 
holders of record of the securities entitled to vote for an employee 
benefit plan, and file with the Commission, substantially the same 
information concerning the plan that would be required by the rules 
and regulations in effect under section 14(a) of the Exchange Act 
(15 U.S.C. 78n(a)) at the time, where consents are not solicited in 
a manner that is substantially in compliance with the Commission's 
proxy rules.
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     Rule 101(c)(2) of Regulation S-T. The rules governing the 
submission of supplemental information would be revised to specify that 
such information should be furnished in paper only if the submitter 
requests that the information be returned after staff review and where 
the information is of the type typically returned by the staff pursuant 
to Rule 418(b) of Regulation C or Rule 12b-4 of Regulation 12B. 40 
This proposal would not affect the current provision requiring that 
supplemental information submitted in connection with a confidential 
treatment request be submitted in paper.
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    \4\017 CFR 230.418(b) and 17 CFR 240.12b-4, respectively. These 
rules permit the return of supplemental information where the 
request for the return of the information is made at the time of 
submission and where such return is consistent with the protection 
of investors and with the provisions of the Freedom of Information 
Act (5 U.S.C. 552).
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     Rule 101(c)(3) of Regulation S-T. The provision exempting 
shareholder proposal submissions from electronic filing would be 
clarified to state that all correspondence relating to shareholder 
proposals submitted to the staff pursuant to Exchange Act Rule 14a-
841 should be filed in paper.
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    \4\117 CFR 240.14a-8.
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     Rule 101(c)(8) of Regulation S-T. A reference to the 
Commission's regional offices would be amended to reflect current 
nomenclature.
     Rule 101(c)(10) of Regulation S-T. The exclusion from 
electronic filing afforded to promotional material and sales literature 
would be expanded to include all such materials supplementally 
furnished to the staff of the Division of Corporation Finance. The 
exclusion is currently limited to materials submitted pursuant to 
Securities Act Industry Guide 5.42 The exclusion also would be 
expanded to specify the exclusion of sales literature submitted under 
Rule 24b-2 of the Investment Company Act,43 consistent with that 
rule.44
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    \4\217 CFR 229.801(e).
    \4\317 CFR 270.24b-2.
    \4\4See Section III.C of Release No. IC-19284.
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     Rule 102(a) of Regulation S-T. Current Rule 102(a) of 
Regulation S-T states that ``[e]xhibits to an electronic filing that 
have been filed previously in paper may, but shall not be required to 
be, restated in electronic format.''45 That language would be 
clarified under the proposals by stating that exhibits incorporated by 
reference from filings previously made in paper (either before becoming 
subject to mandated electronic filing requirements or pursuant to a 
hardship exemption) may, but are not required to be, refiled in 
electronic format.46
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    \4\517 CFR 232.102(a).
    \4\6See discussion of proposed Rule 311(b) of Regulation S-T, 
below, for treatment of exhibits to schedules filed pursuant to 
section 13 or 14(d) of the Exchange Act (15 U.S.C. 78(m) and 
(n)(d)).
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     Rule 102(e) of Regulation S-T. Current Rule 102(e) of 
Regulation S-T would be amended to clarify the requirement that, after 
a date three years after its phase-in date, a registered investment 
company or business development company may incorporate by reference 
only documents filed electronically. Specifically, the proposals would 
make it clear that the exemption in the rule for documents filed in 
paper pursuant to a hardship exemption would be applicable only if any 
required confirming copy has been submitted. The proposals would also 
provide that an exhibit, filed in paper, to Form N-SAR47 may be 
incorporated by reference into another Form N-SAR filing.
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    \4\717 CFR 274.101.
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     Rule 302(b) of Regulation S-T. The requirement to retain a 
manually signed signature page or other signature authentication 
document would be clarified to specifically require a manual signature 
with respect to each signatory to the electronic filing.
     Proposed Rule 302(c) of Regulation S-T. Commission rules 
no longer would require manual signatures on the paper copies of 
electronic filings required to be furnished by registrants to national 
securities exchanges and national securities associations.48
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    \4\8For example, Exchange Act Rule 12b-11 (17 CFR 240.12b-11) 
requires that a manually signed copy of Exchange Act reports be 
filed with each exchange upon which the registrant's securities are 
registered. This manual signature requirement would be superseded by 
the proposed Regulation S-T requirement for electronically filed 
reports.
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     Proposed Rules 303(a)(3) and (4) of Regulation S-T. The 
following would be added to the list of documents which may not be 
incorporated by reference, consistent with other rule provisions49 
and codifying current staff interpretations:
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    \4\9See Rule 102(e) of Regulation S-T (17 CFR 232.102(e)) and 
proposed revisions thereto.
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    For a registered investment company or a business development 
company making electronic submissions more than three years after its 
phase-in date, a document which has not been filed in electronic 
format, unless the document has been filed in paper pursuant to a 
hardship exemption and any required confirming copy has been submitted 
or the document is an exhibit, filed in paper, to Form N-SAR, and is 
being incorporated by reference into another Form N-SAR filing.
    For investment company filings, any Financial Data Schedule 
required under Securities Act Rule 483.50
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    \5\017 CFR 230.483.
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     Rule 304(a) of Regulation S-T. Descriptions of omitted 
graphic and image material would be allowed to be placed either in the 
text of an electronic filing where the omission occurs or in an 
appendix thereto, at the option of the filer. Registrants no longer 
would be required to list all omitted material in an appendix to the 
filing. Descriptions could be provided in narrative or tabular format, 
as appropriate.
     Rule 304(d) of Regulation S-T. Electronic filers subject 
to the requirement to furnish a stock performance comparison graph in 
their proxy statements pursuant to Item 402(l) of Regulation S-K51 
would be required to satisfy that obligation in their electronic filing 
in the same manner as applicable to other types of omitted charts or 
graphs, that is, by describing the omitted performance graph by 
presenting the graph's data points in tabular form.52 The 
requirement to furnish a paper copy of the performance graph to the 
Branch Chief in the Division of Corporation Finance responsible for the 
review of the registrant's filings would be retained, in order to allow 
the staff to continue monitoring information as it is distributed to 
investors.53 The current option to file the graph in paper under 
cover of Form SE54 would be eliminated, as it can result in an 
electronic presentation that is incomplete to the reader without 
reference to the Form SE.
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    \5\117 CFR 229.402l.
    \5\2See letter from Mauri L. Osheroff, Associate Director, 
Regulatory Policy, Division of Corporation Finance, dated November 
16, 1993, for an example of how the performance graph may be 
presented in tabular form in the proxy statement. This letter is 
available through the EDGAR Bulletin Board.
    \5\3The current requirement is found in Rule 304(d)(2) of 
Regulation S-T (17 CFR 232.304(d)(2)). It is proposed to be 
incorporated into paragraph (d) of that section.
    \5\4Rule 304(d)(1) of Regulation S-T (17 CFR 232.304(d)(1)).
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     Proposed Rule 311(b) of Regulation S-T. The rule governing 
filing of exhibits in paper under cover of Form SE would be amended to 
provide that exhibits to a Commission schedule filed pursuant to 
Section 13 or 14(d) of the Exchange Act55 may be filed in paper 
under cover of Form SE where such exhibits previously were filed in 
paper (either before becoming subject to mandated electronic filing or 
pursuant to a hardship exemption) and are required to be refiled 
pursuant to the schedule's general instructions. Currently, such 
documents must be filed in electronic format along with the schedule to 
which they relate, absent a hardship exemption.56
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    \5\515 U.S.C. 78m and 78n(d).
    \5\6For example, where an issuer delivers its Form 10-K with its 
Schedule 13E-4 (17 CFR 240.13e-101) in connection with its issuer 
tender offer proposal, the Form 10-K must be filed as an exhibit to 
the schedule, notwithstanding the fact that it previously had been 
filed with the Commission. See Item 9 of Schedule 13E-4. Under 
current rules, the Form 10-K would be required to be filed 
electronically as an exhibit, even if it originally had been filed 
in paper. Under the proposed rules, the exhibit would continue to be 
required, but it could be filed in paper under cover of Form SE if 
it originally had been filed in paper.
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     Proposed Rule 311(c) of Regulation S-T. Insurance 
companies that file information included in their annual statements 
provided to state insurance regulators (i.e., Schedules O and P)57 
as exhibits to their Forms 10-K would be allowed to file such documents 
in paper under cover of Form SE because of difficulties in translating 
them into a format compatible with EDGAR.58
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    \5\7See Item 601(b)(28) of Regulations S-K and S-B (17 CFR 
229.601(b)(28) and 228.601(b)(28), respectively).
    \5\8Since April 1993, the staff, via delegated authority, has 
granted requests for continuing hardship exemptions for this type of 
document for a period of one year from the date of the grant of the 
exemption.
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     Rule 311(d) of Regulation S-T. The proposed revisions 
would codify the staff's interpretation that a Financial Data Schedule 
is not among those exhibits to Form N-SAR that an investment company 
may submit in paper under cover of Form SE.
     Rules 901(a) and 902(a) of Regulation S-T. A note would be 
added to Rules 901 and 902 of Regulation S-T to make it clear that 
registrants become subject to mandated electronic filing upon their 
phase-in date and all subsequent filings must be made electronically, 
even filings made with respect to transactions that commenced prior to, 
and are in process, at the time a company is phased in.59 The 
proposed note to Rule 902(a) would clarify the limited exception for 
definitive filings by investment companies under Rule 497 under the 
Securities Act.
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    \5\9Of course, under Rule 101(a)(1)(iii) a registrant may file 
its Form 10-K or Form 10-KSB in paper if it is the first document 
filed with the Commission following its phase-in date.
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     Rule 901(c)(4) of Regulation S-T. A note would be added to 
Rule 901 of Regulation S-T explaining that while companies subject to 
mandated electronic filing generally may choose to electronically file 
Schedules 13D60 and 13G61 with respect to a paper filer, 
domestic electronic filers are restricted from doing so with respect to 
foreign private issuers because EDGAR currently requires an IRS tax 
identification number to be inserted for the subject company as a 
prerequisite to acceptance of the filing. It is anticipated that the 
EDGAR system will be modified in the future to process such filings, 
but until such time, they must be filed in paper.
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    \6\017 CFR 240.13d-101.
    \6\117 CFR 240.13d-102.
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     Rules 901(d) and 902(g) of Regulation S-T. The statutory 
requirement62 to furnish the Commission with a paper copy of each 
electronic filing for a period of one year following a registrant's 
phase-in date would be modified to require new electronic filers to 
furnish to the Commission one paper copy of their first electronic 
filing only.63 Filers have characterized the requirement as 
burdensome, and the Commission believes the need for a paper copy could 
be reduced to a minimum. This change will be effected only after the 
Commission makes a finding, as required by statute, that the EDGAR 
system is reliable, provides a suitable alternative to written and 
printed filings, and provides information as effectively and 
efficiently for filers, users and disseminators as the written or 
printed counterpart.64 Comment also is solicited on whether the 
current due date for receipt of the paper copy (six business days after 
the electronic filing is made) should be extended, for example to ten 
or 15 business days after the date of electronic filing.
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    \6\2See Section 35A(d)(3) of the Exchange Act (15 U.S.C. 
78ll(d)(3)).
    \6\3The current requirement to place a legend on the top of the 
paper copy would be modified and retained; the rules also would be 
modified to require the copy to be sent to the Commission's 
Operations Center in Alexandria, Virginia, as is currently the 
practice. If these provisions are adopted, all filers that have 
submitted a paper copy of at least one electronic filing would be 
relieved of any obligation to furnish such copies after the 
effective date of the amendment.
    \6\4See Exchange Act section 35A(d)(3)(B) (15 U.S.C. 
78ll(d)(3)(B)).
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     Rule 902(e) of Regulation S-T. The proposed amendments 
would clarify the limited exception, currently contained in Rule 902(e) 
of Regulation S-T65 for definitive filings by investment companies 
under Rule 497 of the Securities Act, to mandated electronic filing.
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    \6\517 CFR 232.902(e).
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B. Changes to Item 601 of Regulations S-K and S-B

    The following proposals would amend Item 601 of Regulations S-K and 
S-B, which govern the submission of exhibits, including the new 
Financial Data Schedule.
     The exhibit tables of Regulations S-K and S-B would be 
amended to indicate that charter documents are to be filed with 
quarterly reports on Forms 10-Q66 and 10-QSB67 pursuant to 
paragraph (b)(3) of Regulations S-K68 and S-B69 if such 
documents had been amended during the reporting period, thereby 
reflecting the requirements of Item 601(a)(4) of Regulations S-B and S-
K.70
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    \6\617 CFR 249.308a.
    \6\717 CFR 249.308b.
    \6\817 CFR 229.601(b)(3).
    \6\917 CFR 228.601(b)(3).
    \7\017 CFR 228.601(a)(4) and 17 CFR 229.601(a)(4). Proposed 
revisions to the exhibit table of Item 601 of Regulations S-K and S-
B.
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     Item 601 of Regulations S-K and S-B would be amended to 
state that if an instrument defining the rights of security holders is 
in the form of a certificate, the text appearing on the certificate 
must be reproduced in an electronic filing, together with a description 
of any other graphic and image material appearing on the 
certificate.71
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    \7\1Proposed instruction to Item 601(b)(4) of Regulations S-K 
and S-B [17 CFR 229.601(b)(4) and 17 CFR 228.601(b)(4), 
respectively].
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     Item 601(b)(10) of Regulations S-K and S-B would be 
amended to clarify that a material contract that becomes effective or 
that is executed during the reporting period reflected by an annual or 
quarterly report must be filed as an exhibit to the periodic report 
filed for the corresponding period.72
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    \7\2Proposed Instruction 2 to Item 601(b)(10) to Regulations S-K 
and S-B (17 CFR 229.601(b)(10) and 17 CFR 228.601(b)(10), 
respectively).
---------------------------------------------------------------------------

     Applications filed for the purpose of determining the 
eligibility of a person designated as trustee for debt securities 
registered under the Securities Act that are eligible to be issued, 
offered, or sold on a delayed basis by or on behalf of the registrant, 
pursuant to section 305(b)(2) of the Trust Indenture Act,73 would 
be required to be filed separately in the manner prescribed by the 
EDGAR Filer Manual.74 Currently, such filings must be filed as an 
exhibit to a post-effective amendment to the registration statement to 
which the application relates. This change is intended to provide 
expedited processing of such filings, inasmuch as such filings could 
become automatically effective without staff intervention, a process 
not available with post-effective amendments. Of course, the general 
procedure requiring all other trust indenture eligibility applications 
on Form T-1 and T-275 to be submitted as an exhibit to the 
registration statement would remain intact.76
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    \7\315 U.S.C. 77eee(b)(2).
    \7\4Proposed revision of Item 601(b)(25)(ii) of Regulations S-K 
and S-B (17 CFR 229.601(b)(25)(ii) and 17 CFR 228.601(b)(25)(ii), 
respectively). A new electronic form type 305B2 will be added in 
future EDGAR programming to accommodate this type of filing.
    \7\517 CFR 269.1 and 17 CFR 269.2, respectively.
    \7\6See Item 601(b)(25)(ii) of Regulations S-K and S-B (17 CFR 
229.601(b)(25)(ii) and 228.601(b)(25)(ii), respectively).
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     Item 601 also would be amended to clarify that earnings 
statements ``made generally available'' pursuant to Sec. 11(a) of the 
Securities Act77 should be filed as an exhibit to Exchange Act 
periodic reports only where the statement was made available using 
methods other than including the information in another filing with the 
Commission, as provided by Securities Act Rule.78
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    \7\715 U.S.C. 77k(a).
    \7\817 CFR 230.158. Proposed revision of Item 601(b)(99)(iii) of 
Regulation S-K (17 CFR 229.601(b)(99)(iii)) and Item 601(b)(99)(ii) 
of Regulation S-B (17 CFR 228.601(b)(99)(ii)).
---------------------------------------------------------------------------

     Financial Data Schedules would not be required to be filed 
in connection with registration statements on Form S-879 (for 
registration of securities issued pursuant to employee benefit plans), 
since updated financial information is rarely included in such 
filings.80
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    \7\917 CFR 239.16b.
    \8\0Proposed revision of note to Item 601(c)(1) of Regulations 
S-K and S-B. This would be a revision to the note adopted in 
connection with the implementation of Financial Data Schedules, 
which indicates that no Financial Data Schedule is required for Form 
11-K. See Release No. 33-7072.
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     A note would be added to Item 601(c) of Regulations S-K 
and S-B, providing that the paper copy of an electronic filing sent to 
the Commission's Operations Center in Alexandria, Virginia pursuant to 
Rule 901(d) of Regulation S-T need not contain any Financial Data 
Schedule included in that filing. Similarly, registrants would not be 
required to furnish paper versions of their Financial Data Schedules 
with the paper copies sent to national securities exchanges and 
national securities associations pursuant to Commission rules.81 
Both provisions are consistent with the Commission's position, also 
codified in the proposed note, that paper copies of the Schedule are 
not required with filings made in paper pursuant to a hardship 
exemption because the Schedule merely reflects information found 
elsewhere in the filing, and thus, it is only useful in electronic 
filings.82 However, comment is solicited as to whether there would 
be some purpose served by requiring the provision of paper versions of 
the Financial Data Schedules to the national securities exchanges, 
national securities associations, their listed companies and the public 
and whether such a requirement should be adopted.
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    \8\1Proposed note 2 to paragraph (c)(1) of Item 601 of 
Regulations S-K and S-B.
    \8\2See n. 287 in Release No. 33-6977.
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C. Changes to Securities Act Rule 483, Form S-6 and Investment Company 
Rule 20a-4

    The following proposals would amend rules and forms under the 
Securities and Investment Company Acts in connection with Financial 
Data Schedule requirements:
     A note would be added to Securities Act Rule 483(e) 
indicating that paper copies of Financial Data Schedules are not 
required to be furnished to the Commission or to national securities 
exchanges or national securities associations.83
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    \8\3Proposed note 2 to paragraph (e)(1) of Securities Act Rule 
483. See proposed note 2 to Item 601(c) of Regulations S-K and S-B, 
discussed above.
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     Form S-684 would be amended to make it clear that a 
Financial Data Schedule is required only upon the filing of an 
amendment to a registration statement on that form.
---------------------------------------------------------------------------

    \8\417 CFR 239.16.
---------------------------------------------------------------------------

     Investment Company Act Rule 20a-485 would be amended 
to clarify that the Financial Data Schedule, required to be submitted 
by investment companies with certain proxy material, would be submitted 
as an exhibit.
---------------------------------------------------------------------------

    \8\517 CFR 270.20a-4.
---------------------------------------------------------------------------

D. Changes to Public Utility Act Rules and Forms

    The following proposals would amend the Public Utility Act Rules 
and Forms:
     Forms U5B,86 U5S,87 and U-188 under the 
Public Utility Act would be amended to state that if an instrument 
defining the rights of security holders is in the form of a 
certificate, the text appearing on the certificate must be reproduced 
in an electronic filing.89
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    \8\617 CFR 259.5b.
    \8\717 CFR 259.5s.
    \8\817 CFR 259.101.
    \8\9Proposed Instructions for Exhibits B to Forms U5B and U5S 
and Instruction A to Instructions as to Exhibits to Form U-1. This 
proposal parallels the proposed changes to Item 601(b)(4) of 
Regulations S-K and S-B, discussed above.
---------------------------------------------------------------------------

E. Other Changes

    Other proposed amendments are listed below.
     Exchange Act Rule 12b-1590 would be amended to 
specify the number of copies required to be filed in connection with 
amendments to Exchange Act filings made in paper.
---------------------------------------------------------------------------

    \9\017 CFR 240.12b-15.
---------------------------------------------------------------------------

     An electronic filing provision of Regulation 13D relating 
to electronic amendments to Schedules 13D and 13G would be amended to 
track its parallel provision in Regulation S-T.91
---------------------------------------------------------------------------

    \9\1Proposed revision of Exchange Act Rule 13d-2(c) (17 CFR 
240.13d-2(c)).
---------------------------------------------------------------------------

     A note to Exchange Act Rule 14a-492 would codify the 
Commission's position that proxy cards should be filed as appendices at 
the end of proxy statements filed in electronic format, and not as 
separate documents within the electronic submission.93 In a 
similar vein, Instruction 3 to Item 10 of Schedule 14A94 would 
instruct electronic filers to file employee benefit plan documents 
required to accompany the proxy statement as appendices to the proxy 
statement. As is currently true, filers would not be required to 
deliver the plan documents to shareholders unless they are a part of 
the proxy statement.
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    \9\217 CFR 240.14a-4.
    \9\3See section IV.F.5 of Release No. 33-6977.
    \9\417 CFR 240.14a-101.
---------------------------------------------------------------------------

     Technical revisions would be made to the cover pages of 
proxy and information statements95 to make them easier to 
understand and expedite processing. The rules would be revised to 
clarify that the cover page is for the use of the Commission and is not 
required to be distributed to security holders.96 Further, a 
change would be made to Schedule 14A to ensure that the approximate 
date on which the proxy statement and form of proxy are first sent or 
given to security holders would be printed on the first page of the 
proxy statement sent to investors, and not on the cover sheet.97
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    \9\5For example, a box would be added for filers of definitive 
material to check if the fee had previously been paid with 
preliminary materials and a reference to Investment Company Act Rule 
20a-1(c) (17 CFR 270.20a-1) would be added to the ``Payment of 
Filing Fee'' section. Schedule 14C, setting forth the requirements 
for information statements, is found at 17 CFR 240.14c-101.
    \9\6Proposed revisions to Rule 14a-6(m) (17 CFR 240.14a-6(m)) 
and Rule 14c-5(h) (17 CFR 240.14c-5(h)).
    \9\7Proposed amendment to paragraph (b) of Item 1 of Schedule 
14A.
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     The tender offer rules would be amended to clarify that 
tender offer periods are tolled because of failure to file required 
documents in electronic format only when the bidder is required to file 
electronically or, if applicable, after it has elected to do so by 
filing the Tender Offer Statement in electronic form.98
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    \9\8Proposed revision of Rule 14e-1(e) (17 CFR 240.14e-1(e)). 
For example, if the bidder is an electronic filer and the target 
company is also an electronic company, and the bidder files its 
Tender Offer Statement in paper in violation of the electronic 
filing rules, the time periods will be tolled with respect to the 
tender offer until a confirming electronic copy of the Statement is 
submitted. Where the bidder is an electronic filer and the target is 
a paper filer, if the bidder elects to file in paper under Rule 
901(c)(1) of Regulation S-T (17 CFR 232.901(c)(1)), it may do so 
without tolling the tender offer periods, because paper filing is 
specifically allowed that provision. However, if the electronic 
bidder elects to electronically file its Tender Offer Statement with 
respect to a paper company, as permitted by Regulation S-T, any 
subsequent filing in paper by the bidder with respect to the 
transaction will cause the tender offer periods to be tolled until 
confirming electronic copies of these documents are submitted.
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     The number of paper copies of Form SE99 (for use with 
documents filed in paper pursuant to a hardship exemption or other 
specified purposes) and Form TH100 (used in connection with paper 
filings pursuant to a temporary hardship exemption) required to be 
filed would be increased from three to four, to facilitate processing 
by the staff. As currently required, three paper copies of the exhibits 
or other documents submitted under cover of these forms would be 
required.
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    \9\917 CFR 239.64, 249.444, 259.603, 269.8, and 274.403.
    \1\0017 CFR 239.65, 249.447, 259.604, 269.10, and 274.404.
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II. General Request for Comment

    Comment is solicited with regard to each proposal respecting the 
viewpoints of both the filers and the users of information filed via 
EDGAR. Commenters should address any alternatives to these proposals 
they deem appropriate. Other suggestions relating to EDGAR and 
associated rules outside of these proposals will be considered in 
connection with the Commission's ongoing evaluation of the system. The 
Commission also requests comment on whether the proposals, if adopted, 
would have an adverse effect on competition that is neither necessary 
nor appropriate in furthering the purposes of the Exchange Act. 
Comments will be considered by the Commission in complying with its 
responsibilities under Section 23(a) of the Exchange Act.101 
Comments should be addressed to Jonathan G. Katz, Secretary, Securities 
and Exchange Commission, 450 Fifth Street, NW., Washington DC 20549, 
and should refer to File No. S7-20-94.
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    \1\0115 U.S.C. 78w(a).
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III. Common Mistakes Made by EDGAR Filers

    Since the adoption of the interim rules in February 1993, the 
Commission staff has been working with electronic filers to help them 
satisfy their electronic filing obligations. The staff has identified a 
number of items of information that have proven useful to electronic 
filers and should be conveyed to the electronic filing community at 
large. To that end, the staff has compiled the following list of 
suggestions to help electronic filers avoid some of the more common 
errors associated with electronic filing.

A. Review Documents in EDGAR Format and Use EDGARLink's Error Checking 
Features Prior to Filing

    Filers should run their filing through EDGARLink's error checking 
process and review the entire document after conversion to electronic 
format, including the information in the submission and document 
headers before transmitting the filing to the Commission. Electronic 
filers that plan ahead and carefully error check and proofread 
documents prior to filing will generally have success in making their 
filings with the Commission. Some examples of errors that easily could 
have been avoided by error checking and reviewing the document prior to 
transmission are:
    1. Inaccurate ASCII conversion resulting in table columns that do 
not line up correctly;102
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    \1\02The EDGAR system requires all documents to be prepared in 
ASCII format. ASCII stands for ``American Standard Code for 
Information Interchange,'' and represents letters, numbers, blank 
spaces, and a limited number of symbols. When properly translated to 
ASCII, word processing codes for features such as underlining and 
bold-face are removed and codes indicating indentation and tabbing 
are replaced by the appropriate number of spaces on a line. 
Improperly translated tables will not necessarily cause a filing to 
be suspended, but if the numbers within the column do not appear in 
their appropriate place within the filing, the information becomes 
difficult, if not impossible, for persons looking at the filing to 
read and understand.
---------------------------------------------------------------------------

    2. Including too many characters on a line;
    3. Failure to place the text of the filing between the  and 
 tags, resulting in an accepted filing that appears to have no 
text (this usually occurs when the filer is not using EDGARLink to 
prepare the submission);
    4. Filing draft versions of documents instead of the final version, 
as intended;
    5. Including incorrect Central Index Key (``CIK'')103 and IRS 
identification numbers in the submission header, resulting either in 
the suspension of the filing, or in the case of filings using a subject 
company tagging scheme, in a filing being accepted with the wrong 
company being recorded as the subject company. Filers that hold more 
than one CIK and CIK Confirmation Code (``CCC'') number,104 
because of affiliates that are also subject to electronic filing rules 
or because they act as filing agents, have sometimes inadvertently used 
the wrong CIK and CCC numbers in a submission header, thereby 
indicating that the filer was someone other than the intended filer, 
and resulting in the intended filer not having made its filing;
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    \1\03CIK numbers are unique public identification numbers 
assigned by the Commission to each filer, filing agent and training 
agent.
    \1\04CCC numbers are identification codes chosen by the 
electronic filer and known by the EDGAR system which are matched 
against the filer's CIK number to identify the filing as one 
authorized by the filer.
---------------------------------------------------------------------------

    6. Using the wrong EDGAR submission type for the intended purpose. 
For example, if an Exchange Act reporting company marks the box on the 
cover of its Form 10-K to indicate that it includes no disclosure 
relating to delinquent reports required to be filed by its insiders 
pursuant to Section 16(a) of the Exchange Act,105 the correct form 
type is 10-K405, not 10-K. The latter form type should be used only 
when the Item 405 box is not checked.106
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    \1\0515 U.S.C. 78p(a).
    \1\0610-K405 is a new form type found in the EDGAR Filer Manual, 
adopted in Release No. 33-7073 (July 8, 1994).
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B. Appropriate Use of the  Tag

    Filers should ensure prior to transmission that a document intended 
to be a live filing does not include a  tag in the submission 
header and that the transmission is being done in a live transmission 
session. If a document intended to be an official filing with the 
Commission is actually sent as a test, it will be treated as though no 
filing were made. The filing will not appear on the Commission's 
records and it will not be disseminated to the public. Conversely, if a 
submission intended to be a test is not transmitted during a test 
session or does not include a  tag in the header in a live 
transmission session, the test document will be considered an official 
filing and will be disseminated to the public, usually in a matter of 
minutes. While testing is encouraged, so is extra caution to ensure 
that the result intended is the result achieved.

C. Appropriate Use of the  Tag

    Confirming electronic copies of filings made in paper are required 
in three instances. First, if a filing is made in paper pursuant to a 
temporary hardship exemption pursuant to Rule 201 of Regulation S-
T,107 a copy of the paper filing must be submitted in electronic 
format within six business days. Second, if a filing is made in paper 
in violation of the electronic filing requirements, a confirming 
electronic copy of that filing must be placed on the EDGAR database in 
order to avoid the sanctions imposed as a result of the electronic 
filing violation.108 Third, confirming copies must be filed where 
a continuing hardship exemption has been granted to allow a filing to 
be made in paper upon the condition that it be followed up 
electronically within a specified period of time.109 Confirming 
copies are not official filings, but rather, are copies of official 
filings previously made in paper. Some filers have inadvertently 
included a  tag in what they intended to be an 
official filing and failed to notice or appreciate the significance of 
the statement in their acceptance message that the document was 
received as a confirming electronic copy. At a later time, they are 
alerted to the fact that the Commission's records do not reflect their 
filing as an official document. The only course of remedial action is 
to refile the document as an official filing.
---------------------------------------------------------------------------

    \1\0717 CFR 232.201.
    \1\08Registrants who file documents in paper in violation of the 
electronic filing rules lose their eligibility to use Forms S-2 (17 
CFR 239.12), S-3 (17 CFR 239.13), S-8, F-2 (17 CFR 239.32) and F-3 
(17 CFR 239.33). In addition, documents filed in violation of the 
electronic filing rules may not be incorporated by reference into 
other filings. Finally, in certain circumstances, tender offer 
periods will be tolled until the electronic filing violation has 
been cured. See generally the note to paragraph (a) of Rule 101 of 
Regulation S-T (17 CFR 232.101(a)).
    \1\09See Rule 202(d) of Regulation S-T (17 CFR 232.202(d)).
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D. Timing Considerations

1. Filing Fees
    Filers should follow precisely the guidelines on how to submit 
filing fees to the Commission's lockbox at Mellon Bank in Pittsburgh, 
Pennsylvania, including the provisions requiring the filer's filing fee 
account number to accompany the payment.110 This is particularly 
important in the case of ``good money'' filings that require 
confirmation of the fee prior to automatic acceptance by the EDGAR 
system, e.g., Securities Act registration statements. Filers also 
should plan ahead and follow up with respect to their wire transfer 
arrangements with their banks, to ensure that the money is sent as 
instructed. EDGAR cannot verify a fee that has not reached the lockbox 
because a bank has not wired the money to the Commission's account, or 
because the wire transfer process took longer than anticipated.
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    \1\10See Rule 3a of the Commission's informal and other 
procedures (17 CFR 202.3a). See also the Filing Fees Account System 
Handbook, published by the Commission's Office of Filings and 
Information Services.
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2. Last Minute Filing
    Filers should avoid waiting until late in the day on which a filing 
must be made before attempting to commence an electronic transmission 
of the filing. Even if the submission has no errors that would cause 
its suspension, delay until shortly before 5:30 p.m. on the desired 
filing date may result in missing that filing date.111 Before a 
direct transmission begins using EDGARLink, the submission file is 
compressed (which takes an average of about one minute for a 40-80 page 
document if the filer is using a personal computer with a 386 
processing chip), a dial-up and handshake with the EDGAR host system 
occurs, and an EDGARLink verification protocol must be completed. 
Further, the time assigned to the receipt of the first byte of 
information from the submission is established by EDGAR's clock, not 
the internal clock of the filer's computer. For the foregoing reasons, 
there can be no assurance that the filing will receive that day's 
filing date if a filer delays transmission until minutes before 5:30 
p.m.
---------------------------------------------------------------------------

    \1\11Rule 13(a)(2) of Regulation S-T (17 CFR 232.13(a)(2)) 
provides that where a direct transmission of a filing commences on 
or before 5:30 p.m., the filing will receive that day's filing date 
if all of the conditions of acceptance are satisfied, even if 
acceptance processing is not complete until after 5:30 p.m. If a 
direct transmission of a filing is commenced after 5:30 p.m., the 
filing will receive the next day's filing date.
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3. Adjustments to Filing Dates
    Rule 13(b) of Regulation S-T allows electronic filers to request an 
adjustment to a filing date for an electronic filing if the filer, in 
good faith, attempts to file a document in a timely manner but the 
filing is delayed due to technical difficulties beyond the electronic 
filer's control.\112\ This may occur when a filing is delayed beyond 
its due date because of technical problems, or a filing is made but 
contains errors causing its suspension.
---------------------------------------------------------------------------

    \112\17 CFR 232.13(b).
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    It is not the staff's policy to grant filing date adjustments for 
Securities Act registration statements or other transactional filings, 
since shareholders' rights may be affected.\113\ In contrast, 
reasonable requests for an adjustment to the filing date of an Exchange 
Act report will be granted if the filing is made (or re-submitted) 
promptly. However, filers have an obligation to confirm the status of 
their filings and must read the related acceptance or suspension 
messages carefully to determine if the filing was successfully made. 
For example, if a filing inadvertently was submitted as a test or a 
confirming electronic copy, and was therefore not considered an 
official filing, a new filing must be made immediately and the staff 
must be notified, if the second transmission was after the due date of 
the filing and an adjustment is desired. It is not the policy of the 
staff to grant adjustments backdating a filing over an extended period 
of time.
---------------------------------------------------------------------------

    \113\See Section III.E.4 of Release No. 33-6977.
---------------------------------------------------------------------------

IV. Cost-Benefit Analysis

    To assist the Commission in its evaluation of the costs and 
benefits that may result from the proposed changes contained in this 
release, commenters are requested to provide their views and data 
relating to any costs and benefits associated with these proposals. It 
is anticipated that these proposals will not affect significantly the 
costs and burdens associated with filing requirements generally, or 
specifically with respect to electronic filing.

V. Summary of Initial Regulatory Flexibility Analysis

    An initial regulatory flexibility analysis has been prepared in 
accordance with 5 U.S.C. 603 concerning the proposed amendments. The 
analysis notes that the amendments are to make minor revisions to the 
rules implementing the EDGAR system.
    As discussed more fully in the analysis, the proposals would affect 
persons that are small entities, as defined by the Commission's rules. 
It is not expected that increased reporting, recordkeeping and 
compliance burdens would result from the changes. The analysis also 
indicates that there are no current federal rules that duplicate, 
overlap or conflict with the electronic filing requirements to be 
amended.
    As stated in the analysis, several possible significant 
alternatives to the proposals were considered, including, among others, 
establishing different compliance or reporting requirements for small 
entities or exempting them from all or part of the proposed 
requirements. As discussed more fully in the analysis, the nature of 
these amendments do not lend themselves to separate treatment, nor 
would they impose additional burdens on small business issuers.
    Written comments are encouraged with respect to any aspect of the 
analysis. Such comments will be considered in the preparation of the 
Final Regulatory Flexibility Analysis if the proposed amendments are 
adopted. A copy of the analysis may be obtained by contacting James R. 
Budge, Office of Disclosure Policy, Division of Corporation Finance, 
Mail Stop 3-12, 450 Fifth Street, NW., Washington, DC 20549.

VI. Statutory Basis

    The foregoing amendments are proposed pursuant to sections 6, 7, 8, 
10 and 19(a) of the Securities Act, sections 3, 12, 13, 14, 15(d), 
23(a) and 35A of the Exchange Act, sections 3, 5, 6, 7, 10, 12, 13, 14, 
17 and 20 of the Public Utility Act, section 319 of the Trust Indenture 
Act, and sections 8, 30, 31 and 38 of the Investment Company Act.

List of Subjects in 17 CFR Parts 228, 229, 230, 232, 239, 240, 249, 
250, 259, 260 and 270

    Accountants, Confidential business information, Investment 
companies, Reporting and recordkeeping requirements, Securities, 
Utilities.

Text of the Proposed Amendments

    In accordance with the foregoing, it is proposed that title 17, 
chapter II of the Code of Federal Regulations be amended as follows:

PART 228--INTEGRATED DISCLOSURE SYSTEM FOR SMALL BUSINESS ISSUERS

    1. The authority citation for part 228 continues to read as 
follows:

    Authority: 15 U.S.C. 77e, 77f, 77g, 77h, 77j, 77k, 77s, 
77aa(25), 77aa(26), 77ddd, 77eee, 77ggg, 77hhh, 77jjj, 77nnn, 77sss, 
78l, 78m, 78n, 78o, 78w, 78ll, 80a-8, 80a-29, 80a-30, 80a-37, 80b-
11, unless otherwise noted.

    2. By amending Sec. 228.601 in the exhibit table, by adding an 
``x'' corresponding to exhibits (3)(i) and (ii) under the caption ``10-
QSB'' and removing the ``x'' corresponding to exhibit (27) under the 
caption ``S-8,'' by adding an instruction following paragraph 
(b)(4)(iii), redesignating the Instruction to Item 601(b)(10) as 
Instruction 1 and adding Instruction 2, revising the second sentence of 
paragraph (b)(25)(ii), revising paragraph (b)(28)(iv), revising 
paragraph (b)(99)(ii), revising the note to paragraph (c)(1)(ii), 
redesignating the note following paragraph (c)(1)(vi) as Note 1 and 
adding Note 2, to read as follows:


Sec. 228.601  (Item 601) Exhibits.

* * * * *
    (b) * * *
    (4) Instruments defining the rights of security holders, including 
indentures. * * *
    (iii) * * *

    Instruction for electronic filings. If the instrument defining 
the rights of security holders is in the form of a certificate, the 
text appearing on the certificate shall be reproduced in an 
electronic filing together with a description of any other graphic 
and image material appearing on the certificate, as provided in Rule 
304 of Regulation S-T (Sec. 232.304 of this chapter).
* * * * *
    (10) Material Contracts. (i) * * *

    Instruction 1 to Item 601(b)(10). * * *
    Instruction 2 to Item 601(b)(10). If a material contract is 
executed or becomes effective during the reporting period reflected 
by a Form 10-QSB or Form 10-KSB, it shall be filed as an exhibit to 
the Form 10-QSB or Form 10-KSB filed for the corresponding period. 
See paragraph (a)(3) of this Item.
* * * * *
    (25) Statement of eligibility of trustee.
* * * * *
    (ii) * * * Rather, such statements must be submitted as exhibits in 
the same electronic submission as the registration statement to which 
they relate, or in an amendment thereto, except that electronic filers 
that rely on Trust Indenture Act Section 305(b)(2) for determining the 
eligibility of the trustee under indentures for securities to be 
issued, offered or sold on a delayed basis by or on behalf of the 
registrant shall file such statements separately in the manner 
prescribed by Sec. 260.5b-1 through Sec. 260.5b-3 of this chapter and 
by the EDGAR Filer Manual.
* * * * *
    (28) Information from reports furnished to state insurance 
regulatory authorities. * * *
    (iv) If ending reserves in paragraphs (b)(28)(ii)(A) and 
(b)(28)(ii)(B) of this Item or the proportionate share of the small 
business issuer and its other subsidiaries in paragraph (b)(28)(ii)(C) 
of this Item are less that 5% of the total ending reserves in 
paragraphs (b)(28)(ii)(A) and (b)(28)(ii)(B) of this Item, and the 
proportionate share of (b)(28)(ii)(C) of this Item, small business 
issuers may omit that category and note that fact. If the amount of the 
reserves attributable to fifty percent-or-less-owned equity investees 
that file this information as companies in their own right exceeds 95% 
of the total in paragraph (b)(28)(ii)(C) of this Item, small business 
issuers do not need to provide reserves information for the other fifty 
percent-or-less-owned equity investees.
* * * * *
    (99) Additional Exhibits
* * * * *
    (ii) If pursuant to Section 11(a) of the Securities Act (15 U.S.C. 
77k(a)) an issuer makes generally available to its security holders an 
earnings statement covering a period of at least 12 months beginning 
after the effective date of the registration statement, and if such 
earnings statement is made available by ``other methods'' than those 
specified in paragraphs (a) or (b) of Sec. 230.158 of this chapter, it 
must be filed as an exhibit to the Form 10-QSB or the Form 10-KSB, as 
appropriate, covering the period in which the earnings statement was 
released.
    (c) Financial Data Schedule--(1) * * *
    (ii) * * *

    Note: Financial Data Schedules are not required in connection 
with registration statements on Form S-8 (Sec. 239.16b of this 
chapter) or annual reports on Form 11-K (Sec. 249.311 of this 
chapter), for employee stock purchase, savings and similar plans.
* * * * *
    (vi) * * *

    Note 1: * * *
    Note 2: Paper copies of the Financial Data Schedule are not 
required to be furnished with the paper copy sent to the 
Commission's Operations Center in Alexandria, Virginia pursuant to 
Rule 901(d) of Regulation S-T (Sec. 232.901(d) of this chapter), or 
with the paper copies of filings required by the Commission rules to 
be furnished to the national securities exchange or national 
securities association upon which the registrant's securities are 
listed. Similarly, no paper copy of a Financial Data Schedule is 
required with filings made in paper pursuant to a hardship 
exemption; however, any required electronic confirming copy of such 
filing should be accompanied by a Financial Data Schedule, where 
appropriate pursuant to paragraph (c)(1)(ii) of this section.
* * * * *

PART 229--STANDARD INSTRUCTIONS FOR FILING FORMS UNDER THE 
SECURITIES ACT OF 1933, SECURITIES EXCHANGE ACT OF 1934 AND ENERGY 
POLICY AND CONSERVATION ACT OF 1975--REGULATION S-K

    3. The authority citation for part 229 continues to read in part as 
follows:

    Authority: 15 U.S.C. 77e, 77f, 77g, 77h, 77j, 77k, 77s, 
77aa(25), 77aa(26), 77ddd, 77eee, 77ggg, 77hhh, 77iii, 77jjj, 77nnn, 
77sss, 78c, 78i, 78j, 78l, 78m, 78n, 78o, 78w, 78ll(d), 79e, 79n, 
79t, 80a-8, 80a-29, 80a-30, 80a-37, 80b-11, unless otherwise noted.
* * * * *
    4. By amending Sec. 229.601 in the exhibit table, by adding an 
``x'' corresponding to exhibits (3)(i) and (ii) under the caption ``10-
Q'' and removing the ``x'' corresponding to exhibit (27) under the 
caption ``S-8'', by designating the current instruction at the end of 
paragraph (b)(4) as Instruction 1 and adding Instruction 2, designating 
the current instruction at the end of paragraph (b)(10) as Instruction 
1 and adding Instruction 2, revising the second sentence of paragraph 
(b)(25)(ii), by revising paragraph (b)(99)(iii), revising the note to 
paragraph (c)(1)(ii), redesignating the note following paragraph 
(c)(1)(vi) as Note 1 and adding Note 2 thereafter, adding a ``)'' 
before the period at the end of paragraph (c)(3)(ii), to read as 
follows:


Sec. 229.601  (Item 601) Exhibits.

* * * * *
    (b) * * *
    (4) Instruments defining the rights of security holders, including 
indentures.
* * * * *
    Instruction 1. * * *
    Instruction 2 (for electronic filings). If the instrument 
defining the rights of security holders is in the form of a 
certificate, the text appearing on the certificate shall be 
reproduced in an electronic filing together with a description of 
any other graphic and image material appearing on the certificate, 
as provided in Rule 304 of Regulation S-T (Sec. 232.304 of this 
chapter).
* * * * *
    (10) Material Contracts. (i) * * *
    Instruction 1. * * *
    Instruction 2. If a material contract is executed or becomes 
effective during the reporting period reflected by a Form 10-Q or 
Form 10-K, it shall be filed as an exhibit to the Form 10-Q or Form 
10-K filed for the corresponding period. See paragraph (a)(4) of 
this Item.
* * * * *
    (25) Statement of eligibility of trustee.
* * * * *
    (ii) Electronic filings. * * * Rather, such statements must be 
submitted as exhibits in the same electronic submission as the 
registration statement to which they relate, or in an amendment 
thereto, except that electronic filers that rely on Trust Indenture Act 
Section 305(b)(2) for determining the eligibility of the trustee under 
indentures for securities to be issued, offered or sold on a delayed 
basis by or on behalf of the registrant shall file such statements 
separately in the manner prescribed by Sec. 260.5b-1 through 
Sec. 260.5b-3 of this chapter and by the EDGAR Filer Manual.
* * * * *
    (99) Additional Exhibits
* * * * *
    (iii) If pursuant to Section 11(a) of the Securities Act (15 U.S.C. 
77k(a)) an issuer makes generally available to its security holders an 
earnings statement covering a period of at least 12 months beginning 
after the effective date of the registration statement, and if such 
earnings statement is made available by ``other methods'' than those 
specified in paragraphs (a) or (b) of Sec. 230.158 of this chapter, it 
must be filed as an exhibit to the Form 10-Q or the Form 10-K, as 
appropriate, covering the period in which the earnings statement was 
released.
    (c) Financial Data Schedule--(1) * * *
    (ii) * * *

    Note: Financial Data Schedules are not required in connection 
with registration statements on Form S-8 (Sec. 239.16b of this 
chapter) or annual reports on Form 11-K (Sec. 249.311 of this 
chapter), for employee stock purchase, savings and similar plans.
* * * * *
    (iv) * * *

    Note 1: * * *
    Note 2: Paper copies of the Financial Data Schedule are not 
required to be furnished with the paper copy sent to the 
Commission's Operations Center in Alexandria, Virginia pursuant to 
Rule 901(d) of Regulation S-T (Sec. 232.901(d) of this chapter), or 
with the paper copies of filings required by the Commission rules to 
be furnished to the national securities exchange or national 
securities association upon which the registrant's securities are 
listed. Similarly, no paper copy of a Financial Data Schedule is 
required with filings made in paper pursuant to a hardship 
exemption; however, any required electronic confirming copy of such 
filing should be accompanied by a Financial Data Schedule, where 
appropriate pursuant to paragraph (c)(1)(ii) of this section.
* * * * *

PART 230--GENERAL RULES AND REGULATIONS, SECURITIES ACT OF 1933

    5. The authority citation for part 230 continues to read in part as 
follows:

    Authority: 15 U.S.C. 77b, 77f, 77g, 77h, 77j, 77s, 77sss, 78c, 
78l, 78m, 78n, 79o, 78w, 78ll(d), 79t, 80a-8, 80a-29, 80a-30, and 
80a-37, unless otherwise noted.
* * * * *


Sec. 230.405  [Amended]

    6. By amending Sec. 230.405 by revising the term ``Graphic 
communications'' to read ``Graphic communication'' each time it appears 
in that definition.
    7. By amending Sec. 230.483 by redesignating the note following 
paragraph (e)(1)(iv) as Note 1 and adding Note 2 thereafter to read as 
follows:


Sec. 230.483  Exhibits for Certain Registration Statements, Financial 
Data Schedule.

* * * * *
    (e) Financial Data Schedule.
    (1) General.
* * * * *
    (iv) * * *

    Note 1: * * *
    Note 2: Paper copies of the Financial Data Schedule are not 
required to be furnished with the paper copy sent to the 
Commission's Operations Center in Alexandria, Virginia pursuant to 
Rule 902(g) of Regulation S-T (Sec. 232.902(g) of this chapter), or 
with the paper copies of filings required by the Commission rules to 
be furnished to the national securities exchange or national 
securities association upon which the registrant's securities are 
listed. Similarly, no paper copy of a Financial Data Schedule is 
required with filings made in paper pursuant to a hardship 
exemption; however, any required electronic confirming copy of such 
filing should be accompanied by a Financial Data Schedule, where 
required by the applicable form.
* * * * *


Sec. 230.488  [Amended]

    8. By amending Sec. 230.488 by removing paragraph (c)(2) and by 
redesignating paragraph (c)(1) as paragraph (c).

PART 232--REGULATION S-T--GENERAL RULES AND REGULATIONS FOR 
ELECTRONIC FILINGS

    9. The authority citation for part 232 continues to read as 
follows:

    Authority: 15 U.S.C 77f, 77g, 77h, 77j, 77s(a), 77sss(a), 
78c(b), 78l, 78m, 78n, 78o(d), 78w(a), 78ll(d), 79t(a), 80a-8, 80a-
29, 80a-30 and 80a-37.

    10. By amending Sec. 232.12 by adding a sentence at the end of 
paragraph (b) to read as follows:


Sec. 232.12  Business hours of the Commission.

* * * * *
    (b) * * * Submissions on magnetic tape or diskette may be filed 
either at the address indicated in paragraph (a) of this section, or at 
the Commission's Operations Center, 6432 General Green Way, Alexandria, 
VA 22312-2413.
* * * * *
    11. By amending Sec. 232.13 by adding paragraph (d) following the 
note, to read as follows:


Sec. 232.13  Date of filing; adjustment of filing date.

* * * * *
    (d) Where the Commission's rules, schedules and forms provide that 
a document may be ``mailed for filing with the Commission'' at the same 
time it is published, furnished, sent or given to security holders or 
others, an electronic filer may file the document with the Commission 
electronically before or on the date the document is published, 
furnished, sent or given, or if such publication or distribution does 
not occur on a business day of the Commission, as soon as practicable 
on the next business day. Any associated time periods shall be 
calculated on the basis of the publication or distribution date (as 
applicable), and not on the basis of the date of filing.

    12. By amending Sec. 232.101 by revising paragraphs (a)(1)(i), 
(a)(1)(iii), (c)(2), (c)(3), (c)(8), and (c)(10), by revising the 
heading of paragraph (c), by removing the word ``and'' following the 
semicolon in paragraph (c)(16), and by adding paragraphs (b)(3), 
(b)(4), (b)(5), (c)(18), (c)(19), (c)(20), and (c)(21), to read as 
follows:


Sec. 232.101  Mandated electronic submissions and exceptions.

    (a) Mandated electronic submissions. (1) * * *
    (i) Registration statements and prospectuses filed pursuant to the 
Securities Act (15 U.S.C. 77a, et seq.) or registration statements 
filed pursuant to Sections 12(b) or 12(g) of the Exchange Act (15 
U.S.C. 78l(b) or (g));
* * * * *
    (iii) Statements, reports and schedules filed with the Commission 
pursuant to Sections 13, 14, or 15(d) of the Exchange Act (15 U.S.C. 
78m, n, and o(d)), except Form 13F (Sec. 249.325 of this chapter), 
provided that if a registrant's first mandated electronic filing would 
be an annual report on Form 10-K (Sec. 249.310 of this chapter) or Form 
10-KSB (Sec. 249.310b of this chapter) such annual report may, at the 
option of the registrant, be submitted in paper format;
* * * * *
    (b) * * *
    (3) Form 11-K (Sec. 249.311 of this chapter), if financial 
statements and schedules prepared in accordance with the requirements 
of ERISA are filed pursuant to Instruction 4 of that form. Registrants 
who satisfy their Form 11-K filing obligations by filing amendments to 
Forms 10-K or 10-KSB, as provided by Rule 15d-21 (Sec. 240.15d-21 of 
this chapter), also may choose to file such amendments in paper or 
electronic format;
    (4) Reports on Form 13F (Sec. 249.325 of this chapter), filed with 
the Commission by institutional investment managers as required by 
Section 13(f)(1) (15 U.S.C. 78m(f)(1)) of, and Rule 13f-1 
(Sec. 240.13f-1 of this chapter) under, the Exchange Act on magnetic 
tape in the format described in Form 13F-E (Sec. 249.326 of this 
chapter); and
    (5) Exhibits to Form N-SAR (Sec. 274.101 of this chapter), except 
that the Financial Data Schedule required under Rule 483 under the 
Securities Act of 1933 (Sec. 230.483 of this chapter) shall be filed in 
electronic format.
    (c) Documents to be submitted in paper only.
* * * * *
    (2) Supplemental information, if the submitter requests that the 
information be protected from public disclosure under the Freedom of 
Information Act (5 U.S.C. 552) pursuant to a request for confidential 
treatment under Rule 83 (Sec. 200.83 of this chapter) or if the 
submitter requests that the information be returned after staff review 
and the information is of the type typically returned by the staff 
pursuant to Rule 418(b) of Regulation C (Sec. 230.418(b) of this 
chapter) or Rule 12b-4 of Regulation 12B (Sec. 240.12b-4 of this 
chapter);
    (3) Shareholder proposals and all related correspondence submitted 
pursuant to Rule 14a-8 of the Exchange Act (Sec. 240.14a-8 of this 
chapter);
* * * * *
    (8) Filings made with the Commission's Regional or District 
Offices;
* * * * *
    (10) Promotional and Sales Material submitted pursuant to 
Securities Act Industry Guide 5 (Sec. 229.801(e) of this chapter) or 
otherwise supplementally furnished for review by the staff of the 
Division of Corporation Finance; and sales literature submitted under 
Rule 24b-2 of the Investment Company Act (Sec. 270.24b-2 of this 
chapter);
* * * * *
    (18) Form F-6 (Sec. 239.36 of this chapter);
    (19) Annual reports filed with the Commission by indenture trustees 
pursuant to Section 313 of the Trust Indenture Act (15 U.S.C. 77mmm);
    (20) Applications for an exemption from Exchange Act reporting 
obligations filed pursuant to Section 12(h) of the Exchange Act (15 
U.S.C. 78l(h)); and
    (21) Written information concerning employee benefit plans required 
to be filed with the Commission pursuant to Rule 16b-3(b)(2)(ii) of the 
Exchange Act (Sec. 240.16b-3(b)(2)(ii) of this chapter).

    13. By amending Sec. 232.102 by revising paragraphs (a) and (e), to 
read as follows:


Sec. 232.102  Exhibits.

    (a) Exhibits to an electronic filing that have not previously been 
filed with the Commission shall be filed in electronic format, absent a 
hardship exemption. Previously filed exhibits, whether in paper or 
electronic format, may be incorporated by reference into an electronic 
filing to the extent permitted by Rule 24 of the Commission's Rules of 
Practice (Sec. 201.24 of this chapter), Rule 411 under the Securities 
Act (Sec. 230.411 of this chapter), Rule 12b-23 or 12b-32 under the 
Exchange Act (Sec. 240.12b-23 or Sec. 240.12b-32 of this chapter), Rule 
22 under the Public Utility Holding Company Act (Sec. 250.22 of this 
chapter), Rules 0-4, 8b-23, and 8b-32 under the Investment Company Act 
(Sec. 270.0-4, Sec. 270.8b-23 and Sec. 270.8b-32 of this chapter) and 
Rule 303 of Regulation S-T (Sec. 232.303). An electronic filer may, at 
its option, restate in electronic format an exhibit incorporated by 
reference that originally was filed in paper format.

    Note: Exhibits to a Commission schedule filed pursuant to 
Section 13 or 14(d) of the Exchange Act may be filed in paper under 
cover of Form SE where such exhibits previously were filed in paper 
(prior to a registrant's becoming subject to mandated electronic 
filing or pursuant to a hardship exemption) and are required to be 
refiled pursuant to the schedule's general instructions. See Rule 
311(b) of Regulation S-T (17 CFR 232.311(b)).
* * * * *
    (e) Notwithstanding the provisions of paragraphs (a) through (d) of 
this section, after the date which is three years following a 
registrant's phase-in date, any incorporation by reference by a 
registered investment company or a business development company shall 
relate only to documents which have been filed in electronic format, 
unless
    (1) The document has been filed in paper pursuant to a hardship 
exemption (Secs. 232.201 and 232.202 of this chapter) and any required 
confirming copy has been submitted or
    (2) The document is an exhibit, filed in paper in accordance with 
applicable rules, to Form N-SAR being incorporated by reference only 
into another Form N-SAR filing.
* * * * *
    14. By amending Sec. 232.302 by revising paragraph (b) and adding 
paragraph (c), to read as follows:


Sec. 232.302  Signatures.

    (a) * * *
    (b) Each signatory to an electronic filing shall manually sign a 
signature page or other document authenticating, acknowledging or 
otherwise adopting his or her signature that appears in typed form 
within the electronic filing. Such document shall be executed before or 
at the time the electronic filing is made and shall be retained by the 
filer for a period of five years. Upon request, an electronic filer 
shall furnish to the Commission or its staff a copy of any or all 
documents retained pursuant to this section.
    (c) Where the Commission's rules require a registrant to furnish to 
a national securities exchange or national securities association paper 
copies of a document filed with the Commission in electronic format, 
signatures to such paper copies may be in typed form.

    15. By amending Sec. 232.303 by adding paragraphs (a)(3) and (a)(4) 
to read as follows:


Sec. 232.303  Incorporation by reference.

    (a) * * *
    (3) For a registered investment company or a business development 
company making an electronic submission more than three years after its 
phase-in date, documents that have not been filed in electronic format, 
unless:
    (i) The document has been filed in paper pursuant to a hardship 
exemption (Secs. 232.201 and 232.202 of this chapter) and any required 
confirming copy has been submitted or
    (ii) The document is an exhibit, filed in paper in accordance with 
applicable rules, to Form N-SAR being incorporated by reference into 
another Form N-SAR filing.
    (4) Any Financial Data Schedule required under Rule 483 under the 
Securities Act of 1933 (Sec. 230.483 of this chapter).
* * * * *
    16. By amending Sec. 232.304 by revising paragraphs (a) and (d) to 
read as follows:


Sec. 232.304  Graphic and image material.

    (a) If an electronic filing omits graphic or image material 
included in the paper version of the document, the electronic version 
shall include a fair and accurate narrative description or tabular 
representation of the omitted material. Such descriptions or 
representations may be included in the text of the electronic filing 
where the graphic or image material appears in the paper version, or 
they may be listed in an appendix to the electronic filing. Differences 
between the electronic and paper versions of the document such as 
pagination, color, type size or style, or corporate logo need not be 
described.
* * * * *
    (d) The performance graph that is to appear in registrant proxy and 
information statements relating to annual meetings of security holders 
(or special meetings or written consents in lieu of such meetings) at 
which directors will be elected, as required by Item 402(l) of 
Regulation S-K (Sec. 229.402(l) of this chapter), shall be furnished to 
the Commission in connection with an electronic filing by presenting 
the data in tabular or chart form within the electronic filing, in 
compliance with the formatting requirements of the EDGAR Filer Manual. 
Registrants also shall submit supplementally a paper copy of the 
performance graph to their Branch Chief in the Division of Corporation 
Finance.

    17. By amending Sec. 232.306 by revising the first sentence of the 
note following paragraph (a), to read as follows:


Sec. 232.306  Foreign language documents and symbols.

* * * * *
    Note: With respect to submission of an electronic filer's latest 
annual budget required to be filed as Exhibit B in Form 18 
(Sec. 249.218 of this chapter) or as Exhibit (c) in Form 18-K 
(Sec. 249.318 of this chapter), for foreign governments and 
political subdivisions thereof, if an English version of such 
filer's last annual budget as presented to its legislative body has 
been prepared, it shall be filed electronically. * * *
* * * * *
    18. By amending Sec. 232.311 by revising paragraphs (b), (c), and 
(d) and in paragraphs (e), (f) and (g), by replacing the references to 
``Form S-E'' with references to ``Form SE'', and in paragraph (h)(2), 
by revising the reference ``paragraphs (a) through (c)'' to read 
``paragraphs (a) through (g)'' to read as follows:


Sec. 232.311  Documents submitted in paper under cover of Form SE.

* * * * *
    (b) Exhibits to a Commission schedule filed pursuant to Section 13 
or 14(d) of the Exchange Act may be filed in paper under cover of Form 
SE where such exhibits previously were filed in paper (prior to a 
registrant's becoming subject to mandated electronic filing or pursuant 
to a hardship exemption) and are required to be refiled pursuant to the 
schedule's general instructions.
    (c) Exhibits consisting of all or portions of an annual statement 
provided to state insurance regulators (e.g., Schedules O and P), 
required to be filed pursuant to Item 601(b)(28) of Regulation S-B or 
Regulation S-K (Sec. 228.601(b)(28) or Sec. 229.601(b)(28) of this 
chapter, respectively), may be filed in paper under cover of Form SE.
    (d) Exhibits to Form N-SAR (Sec. 274.101 of this chapter), other 
than the Financial Data Schedule required under Rule 483 under the 
Securities Act of 1933 (Sec. 230.483 of this chapter), may be filed in 
paper under cover of Form SE.
* * * * *
    19. By amending Sec. 232.901 by adding a note following the 
introductory text of paragraph (a), by adding a note following 
paragraph (c)(4), by revising the heading and introductory text of 
paragraph (d), and by revising paragraph (d)(2), to read as follows:


Sec. 232.901  Division of Corporation Finance EDGAR Transition.

    (a) * * *

    Note: Registrants become subject to mandated electronic filing 
on their phase-in date. Consequently, all documents required to be 
filed in electronic format pursuant to Rule 101 of Regulation S-T 
(Sec. 232.101) filed on or after a registrant's phase-in date must 
be filed electronically, absent a hardship exemption, even if the 
transaction to which a filing relates was commenced in paper before 
the phase-in date and is still in process on the registrant's phase-
in date. See Rule 101(a)(1)(iii) of Regulation S-T, that provides 
for optional paper filing of a Form 10-K or 10-KSB if it is the 
first document filed after a registrant's phase-in date.
* * * * *
    (c) * * *
    (4) * * *

    Note: While companies subject to mandated electronic filing 
generally may choose to electronically file Schedules 13D and 13G 
with respect to a paper filer, domestic electronic filers are 
restricted from doing so with respect to foreign private issuers 
because EDGAR currently requires an IRS tax identification number to 
be inserted for the subject company as a prerequisite to acceptance 
of the filing. Such filings must be made in paper until the EDGAR 
system is modified to process them electronically.
* * * * *
    (d) Paper Copies of Electronic Filings. Electronic filers shall 
submit to the Commission a paper copy of their first electronic filing, 
as follows:
    (1) * * *
    (2) The paper copy shall be sent to the following address: OFIS 
Filer Support, SEC Operations Center, 6432 General Green Way, 
Alexandria, VA 22312-2413. The paper copy shall be received by the 
Commission no later than six business days after the electronic filing. 
The following legend shall be typed, printed or stamped in capital 
letters at the top of the cover page of the paper copy:

THIS PAPER DOCUMENT IS BEING SUBMITTED PURSUANT TO RULE 901(d) OF 
REGULATION S-T

* * * * *
    20. By amending Sec. 232.902 by adding a note following paragraph 
(a), by revising the heading and introductory text of paragraph (g), 
and by revising paragraphs (e) and (g)(2), to read as follows:


Sec. 232.902  Division of Investment Management EDGAR Transition.

    (a) * * *

    Note: Registrants become subject to mandated electronic filing 
on their phase-in date. Consequently, all documents required to be 
filed in electronic format pursuant to Rule 101 of Regulation S-T 
(Sec. 232.101) filed on or after a registrant's phase-in date must 
be filed electronically, absent a hardship exemption, even if the 
transaction to which a filing relates was commenced in paper before 
the phase-in date and is still in process on the registrant's phase-
in date. See paragraph (e) of this section that provides for 
optional paper filing of certain filings under Rule 497 under the 
Securities Act of 1933 (Sec. 230.497 of this chapter).
* * * * *
    (e) Required electronic filing for Phased-in Filers. A registrant 
that is phased in, under either the mandatory electronic filing 
provisions of paragraphs (a), (b), or (c) or by reassignment under 
paragraph (d) of this section, shall file electronically all filings 
which are mandated electronic submissions under Rule 101 of Regulation 
S-T (Sec. 232.101 of this chapter) and which are made on or after a 
registrant's phase-in date, Provided, however, that a registrant need 
not file electronically a filing, after the Registrant's phase-in date, 
under Rule 497 under the Securities Act of 1933 (Sec. 230.497 of this 
chapter) that relates solely to a registration statement or post-
effective amendment filed prior to the registrant's phase-in date and 
is submitted for the purpose of filing the definitive prospectus and/or 
statement of additional information for that registration statement or 
amendment. A registrant submitting electronically a Rule 497 filing for 
the purpose of ``stickering'' its prospectus and/or statement of 
additional information need not submit electronically the prospectus 
and/or statement of additional information to which the ``sticker'' 
relates, provided that the text of the prospectus and/or statement of 
additional information has already been filed electronically as a 
public document.
* * * * *
    (g) Paper Copies of Electronic Filings. Electronic filers shall 
submit to the Commission a paper copy of their first electronic filing, 
as follows:
    (1) * * *
    (2) The paper copy shall be sent to the following address: OFIS 
Filer Support, SEC Operations Center, 6432 General Green Way, 
Alexandria, Virginia 22312-2413. The paper copy shall be received by 
the Commission no later than six business days after the electronic 
filing. The following legend shall be typed, printed or stamped in 
capital letters at the top of the cover page of the paper copy:

THIS PAPER DOCUMENT IS BEING SUBMITTED PURSUANT TO RULE 902(g) OF 
REGULATION S-T

* * * * *

PART 239--FORMS PRESCRIBED UNDER THE SECURITIES ACT OF 1933

    21. The authority citation for part 239 continues to read in part 
as follows:

    Authority: 15 U.S.C. 77f, 77g, 77h, 77j, 77s, 77sss, 78c, 78l, 
78m, 78n, 78o(d), 78w(a), 78ll(d), 79e, 79f, 79g, 79j, 79l, 79m, 
79n, 79q, 79t, 80a-8, 80a-29, 80a-30 and 80a-37, unless otherwise 
noted.
* * * * *
    Note: The text of the following form does not and the amendments 
will not appear in the Code of Federal Regulations.

    22. By amending Form S-6 (referenced in Sec. 239.16) by revising 
Instruction 5 to Instructions as to Exhibits to read as follows:

Instructions and Form

Form S-6

    For Registration Under the Securities Act of 1933 of Securities 
of Unit Investment Trusts Registered on Form N-8B-2.
* * * * *

INSTRUCTIONS AS TO EXHIBITS

* * * * *
    5. When any amendment to a registration statement on this form 
is filed by an electronic filer, a Financial Data Schedule meeting 
the requirements of Rule 483 under the Securities Act of 1933 
(Sec. 230.483 of this chapter).

PART 240--GENERAL RULES AND REGULATIONS, SECURITIES EXCHANGE ACT OF 
1934

    23. The authority citation for part 240 continues to read in part 
as follows:

    Authority: 15 U.S.C. 77c, 77d, 77g, 77j, 77s, 77eee, 77ggg, 
77nnn, 77sss, 77ttt, 78c, 78d, 78i, 78j, 78l, 78m, 78n, 78o, 78p, 
78s, 78w, 78x, 78ll(d), 79q, 79t, 80a-20, 80a-23, 80a-29, 80a-37, 
80b-3, 80b-4 and 80b-11, unless otherwise noted.
* * * * *
    24. By amending Sec. 240.12b-15 by adding three sentences at the 
end of the section, to read as follows:


Sec. 240.12b-15  Amendments.

    * * * The requirements of the form being amended shall govern the 
number of copies to be filed in connection with a paper format 
amendment. Electronic filers satisfy the provisions dictating the 
number of copies by filing one copy of the amendment in electronic 
format. See Rule 309 of Regulation S-T (Sec. 232.309 of this chapter).


Sec. 240.12b-25  [Amended]

    25. By amending Sec. 240.12b-25 by removing the parenthetical 
phrase ``(required to be filed on Form 8)'' from paragraph (e)(2).
    26. By amending Sec. 240.13d-2 by revising paragraph (c), to read 
as follows:


Sec. 240.13d-2  Filing of amendments to Schedules 13D or 13G.

* * * * *
    (c) The first electronic amendment to a paper format Schedule 13D 
(Sec. 240.13d-101) or Schedule 13G (Sec. 240.13d-102) shall restate the 
entire text of the Schedule 13D or Schedule 13G, but previously filed 
paper exhibits to such Schedules are not required to be restated 
electronically. See Rule 102 of Regulation S-T (Sec. 232.102 of this 
chapter) regarding amendments to exhibits filed in electronic format.
* * * * *
    27. By amending Sec. 240.14a-4 by adding a note following paragraph 
(a)(3), to read as follows:


Sec. 240.14a-4  Requirements as to proxy.

    (a) * * *
    (3) * * *

    Note to electronic filers: Electronic filers shall satisfy the 
filing requirements of Rule 14a-6(a) or (b) (Sec. 240.14a-6 (a) or 
(b)) with respect to the form of proxy by filing the form of proxy 
as an appendix at the end of the proxy statement. Forms of proxy 
shall not be filed as exhibits or separate documents within an 
electronic submission.
* * * * *
    28. By amending Sec. 240.14a-6 by adding a sentence to the end of 
paragraph (m), to read as follows:


Sec. 240.14a-6  Filing requirements.

* * * * *
    (m) * * * The cover page required by this paragraph need not be 
distributed to security holders.
    29. By amending Sec. 240.14a-101 by revising the cover page after 
the section heading and before the notes, and by revising paragraph (b) 
of Item 1 and adding a sentence to the end of Instruction 3 to Item 10, 
to read as follows:


Sec. 240.14a-101  Schedule 14A. Information required in proxy 
statement.

Schedule 14A Information

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange 
Act of 1934 (Amendment No.     )

Filed by the Registrant [  ]
Filed by a Party other than the Registrant [  ]

Check the appropriate box:
    [  ]  Preliminary Proxy Statement
    [  ]  Confidential, for Use of the Commission Only (as permitted 
by Rule 14a-6(e)(2))
    [  ]  Definitive Proxy Statement
    [  ]  Definitive Additional Materials
    [  ]  Soliciting Material Pursuant to Sec. 240.14a-11(c) or 
Sec. 240.14a-12
----------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
----------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the 
Registrant)

Payment of Filing Fee (Check the appropriate box):
    [  ]  $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 
14a-6(i)(2) or Investment Company Act Rule 20a-1(c).
    [  ]  $500 per each party to the controversy pursuant to 
Exchange Act Rule 14a-6(i)(3).
    [  ]  Fee computed on table below per Exchange Act Rules 14a-
6(i)(4) and 0-11.

    (1) Title of each class of securities to which transaction 
applies:
----------------------------------------------------------------------
    (2) Aggregate number of securities to which transaction applies:
----------------------------------------------------------------------
    (3) Per unit price or other underlying value of transaction 
computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on 
which the filing fee is calculated and state how it was determined):
----------------------------------------------------------------------
    (4) Proposed maximum aggregate value of transaction:
----------------------------------------------------------------------
    (5) Total fee paid:
----------------------------------------------------------------------
[  ]  Fee paid previously with preliminary materials.
[  ]  Check box if any part of the fee is offset as provided by 
Exchange Act Rule 0-11(a)(2) and identify the filing for which the 
offsetting fee was paid previously. Identify the previous filing by 
registration statement number, or the Form or Schedule and the date 
of its filing.

    (1) Amount Previously Paid:
----------------------------------------------------------------------
    (2) Form, Schedule or Registration Statement No.:
----------------------------------------------------------------------
    (3) Filing Party:
----------------------------------------------------------------------
    (4) Date Filed:

    Notes:
* * * * *
    Item 1. Date, time and place information.
* * * * *
    (b) On the first page of the proxy statement, as delivered to 
security holders, state the approximate date on which the proxy 
statement and form of proxy are first sent or given to security 
holders.
* * * * *
    Item 10. Compensation Plans.
* * * * *

Instructions

* * * * *
    3. * * * Electronic filers shall file with the Commission a copy 
of such written plan document in electronic format as an appendix to 
the proxy statement. It need not be provided to security holders 
unless it is a part of the proxy statement.
* * * * *


Sec. 240.14c-3  [Amended]

    30. By amending Sec. 240.14c-3 by removing the note following 
paragraph (b).
    31. By amending Sec. 240.14c-5 by adding a sentence at the end of 
paragraph (h), to read as follows:


Sec. 240.14c-5  Filing requirements.

* * * * *
    (h) * * * The cover page required by this paragraph need not be 
distributed to security holders.

    32. By amending Sec. 240.14c-101 by revising the cover page after 
the section heading and before the note to read as follows:


Sec. 240.14c-101  Schedule 14C. Information required in information 
statement.

Schedule 14C Information

Information Statement Pursuant to Section 14(c) of the Securities 
Exchange Act of 1934 (Amendment No.     )

Check the appropriate box:
    [  ]  Preliminary Information Statement
    [  ]  Confidential, for Use of the Commission Only (as permitted 
by Rule 14c-5(d)(2))
    [  ]  Definitive Information Statement
----------------------------------------------------------------------
(Name of Registrant As Specified In Charter)

Payment of Filing Fee (Check the appropriate box):
    [  ]  $125 per Exchange Act Rules 0-11(c)(1)(ii), or 14c-5(g).
    [  ]  Fee computed on table below per Exchange Act Rules 14c-
5(g) and 0-11.

    (1) Title of each class of securities to which transaction 
applies:
----------------------------------------------------------------------
    (2) Aggregate number of securities to which transaction applies:
----------------------------------------------------------------------
    (3) Per unit price or other underlying value of transaction 
computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on 
which the filing fee is calculated and state how it was determined):
----------------------------------------------------------------------
    (4) Proposed maximum aggregate value of transaction:
----------------------------------------------------------------------
    (5) Total fee paid:
----------------------------------------------------------------------

[  ]  Fee paid previously with preliminary materials.
[  ]  Check box if any part of the fee is offset as provided by 
Exchange Act Rule 0-11(a)(2) and identify the filing for which the 
offsetting fee was paid previously. Identify the previous filing by 
registration statement number, or the Form or Schedule and the date 
of its filing.

    (1) Amount Previously Paid:
----------------------------------------------------------------------
    (2) Form, Schedule or Registration Statement No.:
----------------------------------------------------------------------
    (3) Filing Party:
----------------------------------------------------------------------
    (4) Date Filed:
----------------------------------------------------------------------
    Note:
* * * * *
    33. By amending Sec. 240.14e-1 by revising the first sentence of 
paragraph (e), to read as follows:


Sec. 240.14e-1  Unlawful tender offer practices.

* * * * *
    (e) Electronic filings. If a bidder is required (or elects to file 
its tender offer documents in electronic format as provided by Rule 
901(c)(1) of Regulation S-T (Sec. 232.901(c)(1) of this chapter)), the 
periods of time required by paragraphs (a) and (b) of this section 
shall be tolled for any period during which it has failed to file in 
electronic format, absent a hardship exemption (Secs. 232.201 and 
232.202 of this chapter), the Schedule 14D-1 Tender Offer Statement 
[Sec. 240.14d-100 of this chapter], any tender offer material specified 
in paragraph (a) of Item 11 of that Schedule, and any amendments 
thereto. * * *

PART 249--FORMS, SECURITIES EXCHANGE ACT OF 1934

    34. The authority citation for Part 249 continues to read in part 
as follows:

    Authority: 15 U.S.C. 78a, et seq., unless otherwise noted;
* * * * *


Sec. 249.208a  [Amended]

    35. By amending Form 8-A (referenced in Sec. 249.208a), Instruction 
II.2 of Instructions as to Exhibits by revising the phrase ``pursuant 
to Instruction I above,'' to read ``pursuant to Instruction 3, 
above,''.

    Note: The text of Form 8-A is not and the amendment will not 
appear in the Code of Federal Regulations.


Sec. 240.308  [Amended]

    36. By amending Form 8-K (referenced in Sec. 240.308) by revising 
the first sentence of paragraph (a)(4)(iv) of Item 7, to read as 
follows:

    Note: The text of Form 8-K is not and the amendment will not 
appear in the Code of Federal Regulations.

Form 8-K

Current Report

    Pursuant to Section 13 or 15(d) of the Securities Exchange Act 
of 1934.
* * * * *
    Item 7. Financial Statements and Exhibits.
* * * * *
    (a) * * *
    (4) * * *
    (iv) file the required financial statements for an acquired 
business as an amendment to this Form as soon as practicable, but 
not later than 60 days after the report on Form 8-K must be filed.  
* * *
* * * * *
    37. By amending Sec. 249.310 by revising the section heading and by 
removing the last sentence of the section, to read as follows:


Sec. 249.310  Form 10-K, for annual and transition reports pursuant to 
sections 13 or 15(d) of the Securities Exchange Act of 1934.

* * * * *


Sec. 249.310  [Amended]

    38. By amending Form 10-K (referenced in Sec. 249.310) by removing 
the last sentence of General Instruction A and by revising the second 
sentence of General Instruction G.(3), to read as follows:

    Note: The text of Form 10-K is not and the amendment will not 
appear in the Code of Federal Regulations.

Form 10-K

Annual Report Pursuant to Section 13 or 15(d) of the Securities 
Exchange Act of 1934

General Instructions

* * * * *
    G. Information to be Incorporated by Reference.
* * * * *
    (3) * * * However, if such definitive proxy statement or 
information statement is not filed with the Commission in the 120-
day period or is not required to be filed with the Commission by 
virtue of Rule 3a12-3(b) under the Exchange Act, the Items 
comprising the Part III information must be filed as part of the 
Form 10-K, or as an amendment to the Form 10-K, not later than the 
end of the 120-day period. * * *
* * * * *


Sec. 249.310  [Amended]

    39. By amending Form 10-KSB (referenced in Sec. 249.310b) by 
revising the last sentence of General Instruction E.3, to read as 
follows:

    Note: The text of Form 10-KSB is not and the amendment will not 
appear in the Code of Federal Regulations.

Form 10-KSB

* * * * *

General Instructions

* * * * *
    E. * * *
    3. * * * If the definitive proxy or information statement is not 
filed within the 120-day period, the information called for in Part 
III information must be filed as part of the Form 10-KSB, or as an 
amendment to the Form 10-KSB, not later than the end of the 120-day 
period.
* * * * *


Sec. 249.311  [Amended]

    40. By amending Form 11-K (referenced in Sec. 249.311) by revising 
General Instruction E to read as follows:

    Note: The text of Form 11-K is not and the amendment will not 
appear in the Code of Federal Regulations.

Form 11-K

For Annual Reports of Employee Stock Purchase, Savings and Similar 
Plans Pursuant to Section 15(d) of the Securities Exchange Act of 
1934

General Instructions

* * * * *
    E. Electronic Filers.
    (a) Plans subject to ERISA that file plan financial statements 
and schedules prepared in accordance with the financial reporting 
requirements of ERISA may file the Form 11-K either in paper or in 
electronic format, at the filer's option. See Rule 101(b)(3) of 
Regulation S-T (Sec. 232.101(b)(3) of this chapter).
    (b) Financial Data Schedules are not required to be submitted in 
connection with annual reports on this form. See Item 601(c)(1) of 
Regulations S-K and S-B (Sec. 229.601(c)(1) and Sec. 228.601(c)(1), 
respectively).


Sec. 249.322  [Amended]

    41. By amending Form 12b-25 (referenced in Sec. 249.322 of this 
chapter) by amending the second sentence of Instruction 5 by revising 
the parenthetical phrase ``(Sec. 232.12(b) of this chapter)'' to read 
``(Sec. 232.13(b) of this chapter)''.

PART 250--GENERAL RULES AND REGULATIONS, PUBLIC UTILITY HOLDING 
COMPANY ACT OF 1935

    42. The authority citation for part 250 continues to read as 
follows:

    Authority: 15 U.S.C. 79c, 79f(b), 79i(c)(3), 79t unless 
otherwise noted.


Sec. 250.111  [Removed]

    43. By removing Sec. 250.111.

PART 259--FORMS PRESCRIBED UNDER THE PUBLIC UTILITY HOLDING COMPANY 
ACT OF 1935

    44. The authority citation for part 259 continues to read as 
follows:

    Authority: 15 U.S.C. 79e, 79f, 79g, 79j, 79l, 79m, 79n, 79q, 
79t.


Sec. 259.56  [Amended]

    45. By amending Form U5B (referenced in Sec. 259.5b) by revising 
Instructions for Exhibit B, to read as follows:

    Note: The text of Form U5B is not and the amendment will not 
appear in the Code of Federal Regulations.

Instructions and Form

Form U5B

Registration Statement Filed Pursuant to Section 5 of the Public 
Utility Holding Company Act of 1935

* * * * *

Exhibits

* * * * *

Instructions

* * * * *
    Exhibit B. With respect to the registrant and each subsidiary 
company thereof, furnish a copy of the charter, articles of 
incorporation, trust agreement, voting trust agreement, or other 
fundamental document of organization, and a copy of its by-laws, 
rules and regulations, or other instruments corresponding thereto. 
If such documents do not set forth fully the rights, priorities and 
preferences of the holders of each class of capital stock described 
in the answer to Item 8(b) and those of the holders of any warrants, 
options or other securities described in the answer to Item 8(d), 
and of any limitations on such rights, there shall also be included 
the text appearing on each certificate or a copy of each resolution 
or other document establishing or defining such rights and 
limitations. The text of each such document shall be in the amended 
form effective at the date of filing the registration statement or 
shall be accompanied by copies of any amendments to it then in 
effect.
* * * * *


Sec. 259.5s  [Amended]

    46. By amending Form U5S (referenced in Sec. 259.5s) by revising 
Exhibit B, to read as follows:

    Note: The text of Form U5S is not and the amendment will not 
appear in the Code of Federal Regulations.

Instructions and Form

Form U5S

Annual Report

* * * * *

General Instructions

* * * * *

Exhibits

* * * * *
    Exhibit B. With respect to the parent holding company and each 
subsidiary company thereof, a copy of the charter, articles of 
incorporation, trust agreement, voting trust agreement, or other 
fundamental document of organization, and a copy of its bylaws, 
rules and regulations, or other instruments corresponding thereto. 
If such documents do not set forth fully the rights, priorities and 
preferences of the holders of each outstanding class of capital 
stock and those of the holders of any warrants, options or other 
rights to acquire capital stock, and of any limitations on such 
rights, there shall also be included the text appearing on each 
certificate or a copy of each resolution or other document 
establishing or defining such rights and limitations. The text of 
each such document shall be in the amended form effective at the 
date of filing of the report or shall be accompanied by the text of 
any amendments to it then in effect.
* * * * *


Sec. 259.101  [Amended]

    47. By amending Form U-1 (referenced in Sec. 259.101) by revising 
Instruction A to Instructions as to Exhibits, to read as follows:

    Note: The text of Form U-1 is not and the amendment will not 
appear in the Code of Federal Regulations.

Instructions and Form

Form U-1

Application or Declaration Under the Public Utility Holding Company Act 
of 1935

* * * * *

Instructions as to Exhibits

* * * * *
    A. The constituent instruments, or in the case of certificates, 
the text appearing on the constituent instrument, defining or 
limiting the rights of the holders of each class of securities 
proposed to be issued, sold, acquired, guaranteed, assumed, or 
modified, including any amendments thereto presently proposed. The 
text of tentative drafts, as a minimum, shall be filed with the 
original statement.
* * * * *

PART 260--GENERAL RULES AND REGULATIONS, TRUST INDENTURE ACT OF 
1939

    48. The authority citation for part 260 continues to read as 
follows:

    Authority: 15 U.S.C. 77eee, 77ggg, 77nnn, 77sss, 78ll(d), 80b-3, 
80b-4, and 80b-11.


Sec. 260.0-12  [Removed]

    49. Section 260.0-12 is removed.

PART 270--RULES AND REGULATIONS, INVESTMENT COMPANY ACT OF 1940

    50. The general authority citation for part 270 continues to read 
as follows:

    Authority: 15 U.S.C. 80a-1 et seq., 80a-37, 80a-39, unless 
otherwise noted;

    51. By revising section 270.20a-4 to read as follows:


Sec. 270.20a-4  Exhibit Required for Certain Transactions: Electronic 
Filings.

    If action is to be taken with respect to any transaction described 
in Items 11, 12, or 14 of Schedule 14A (Sec. 240.14a-101), and the 
statement on Schedule 14A or Schedule 14C (Sec. 240.14c-101) is filed 
electronically, a Financial Data Schedule meeting the requirements of 
Rule 483 under the Securities Act of 1933 (Sec. 230.483 of this 
chapter) shall be included as an exhibit.

PART 239--FORMS PRESCRIBED UNDER THE SECURITIES ACT OF 1933

PART 249--FORMS, SECURITIES EXCHANGE ACT OF 1934

PART 259--FORMS PRESCRIBED UNDER THE PUBLIC UTILITY HOLDING COMPANY 
ACT OF 1935

PART 269--FORMS PRESCRIBED UNDER THE TRUST INDENTURE ACT OF 1939

PART 274--FORMS PRESCRIBED UNDER THE INVESTMENT COMPANY ACT OF 1940

    52. The authority citation for part 269 continues to read as 
folllows:

    Authority: 15 U.S.C. 77ddd(c), 77eee, 77ggg, 77hhh, 77iii, 
77jjj, 77sss, 78ll(d), unless otherwise noted.

    53. The authority citation for part 274 continues to read as 
follows:

    Authority: 15 U.S.C. 80a-1, et seq., unless otherwise noted.


Secs. 239.64, 249.444, 259.603, 269.8 and 274.403  [Amended]

    54. By amending Form SE (referenced in Secs. 239.64, 249.444, 
259.603, 269.8, and 274.403 of this chapter) by revising General 
Instruction II.A to read as follows:

    Note: The text of Form SE is not and the amendment will not 
appear in the Code of Federal Regulations.

Form SE

Form For Submission of Paper Format Exhibits By Electronic Filers

* * * * *

General Instructions to Form SE

* * * * *

II. Preparation and Filing of Form

    A. Four complete copies of Form SE and three complete copies of 
exhibits filed thereunder shall be submitted in paper format.
* * * * *


Secs. 239.65, 249.447, 259.604, 269.10 and 274.404  [Amended]

    55. By amending Form TH (referenced in Secs. 239.65, 249.447, 
259.604, 269.10, and 274.404 of this chapter) by revising General 
Instruction 2, to read as follows:

    Note: The text of Form TH is not and the amendment will not 
appear in the Code of Federal Regulations.

Form TH

Notification of Reliance on Temporary Hardship Exemption

* * * * *

General Instructions

* * * * *
    2. Four signed copies of this form shall accompany the paper 
format document and shall be filed within one business day after the 
date upon which the document filed in paper originally was to be 
filed electronically.
* * * * *
    Dated: July 8, 1994.

    By the Commission.
Margaret H. McFarland,
Deputy Secretary.
[FR Doc. 94-17104 Filed 7-14-94; 8:45 am]
BILLING CODE 8010-01-P