[Federal Register Volume 60, Number 222 (Friday, November 17, 1995)]
[Rules and Regulations]
[Pages 57682-57684]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 95-28413]



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SECURITIES AND EXCHANGE COMMISSION

17 CFR Part 232

[Release Nos. 33-7241; 34-36479; 35-26407; IC-21500]
RIN 3235-AC48


Adoption of Updated EDGAR Filer Manual and Technical Rule 
Amendments

AGENCY: Securities and Exchange Commission.

ACTION: Final rules.

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SUMMARY: The Securities and Exchange Commission (``Commission'') is 
announcing the adoption of an updated EDGAR Filer Manual (``Filer 
Manual'') and providing for its incorporation by reference into the 
Code of Federal Regulations. It also is adopting technical amendments 
to rules governing electronic filing on the Commission's Electronic 
Data Gathering, Analysis, and Retrieval (``EDGAR'') system.

EFFECTIVE DATE: The amendments to Regulation S-T and the new edition of 
the EDGAR Filer Manual (Release 4.40) will be effective on December 18, 
1995. The incorporation by reference of the EDGAR Filer Manual is 
approved by the Director of the Federal Register as of December 18, 
1995.

FOR FURTHER INFORMATION CONTACT: With respect to the EDGAR Filer 
Manual, version 4.40: in the Office of Information Technology, David T. 
Copenhafer at (202) 942-8800; in the Division of Corporation Finance, 
Sylvia J. Reis or Serena C. Swegle at (202) 942-2940; in the Division 
of Investment Management, Anthony A. Vertuno or Ruth Armfield Sanders 
at (202) 942-0591. With respect to the technical rule amendments, in 
the Division of Corporation Finance, Barbara C. Jacobs or James R. 
Budge, Office of Disclosure Policy, at (202) 942-2910; in the Division 
of Investment Management, Anthony A. Vertuno or Ruth Armfield Sanders 
at (202) 942-0591.

SUPPLEMENTARY INFORMATION: The Commission is announcing the adoption of 
an updated EDGAR Filer Manual, version 4.40, and technical amendments 
to Rules 101 1 and 301 2 of Regulation

    \1\ 17 CFR 232.101.
    \2\ 17 CFR 232.301.
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S-T.3

    \3\ 17 CFR Part 232.
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I. Updated Edgar Filer Manual, Version 4.40

    The Commission today announces the adoption of an updated EDGAR 
Filer Manual (``Filer Manual''), which sets forth the technical 
formatting requirements governing the preparation and submission of 
electronic filings through the Electronic Data Gathering, Analysis, and 
Retrieval (``EDGAR'') system.4 Compliance with the provisions of 
the Filer Manual is required to assure the timely acceptance and 
processing of filings made in electronic format.5 Filers should 
consult the Filer Manual in conjunction with the Commission's rules 
governing mandated electronic filing when preparing documents for 
electronic submission.6

    \4\ The Filer Manual originally was adopted on April 1, 1993, 
and became effective on April 26, 1993. Release No. 33-6986 (April 
1, 1993) [58 FR 18638]. Updates to the Filer Manual have been 
adopted as necessary since that time; the most recent update was 
adopted on May 22, 1995. Release No. 33-7169 (May 25, 1995) [60 FR 
27691].
    \5\ See Rule 301 of Regulation S-T.
    \6\ See Release Nos. 33-6977 (February 23, 1993) [58 FR 14628], 
IC-19284 (February 23, 1993) [58 FR 14848], 35-25746 (February 23, 
1993) [58 FR 14999], and 33-6980 (February 23, 1993) [58 FR 15009] 
for a comprehensive treatment of the rules adopted by the Commission 
governing mandated electronic filing. See also Release No. 33-7072 
(July 8, 1994) [59 FR 36258], relating to implementation of 
Financial Data Schedules, and Release No. 33-7122 (December 19, 
1994) [59 FR 67752], in which the Commission made the EDGAR rules 
final and applicable to all domestic registrants and adopted minor 
amendments to the EDGAR rules.
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    Significant changes to the Filer Manual in this update are as 
follows: acceptable form types have been modified to accommodate 
filings made pursuant to Rule 462 7 of Regulation C,8 adopted 
in connection with the Commission's T+3 initiatives; 9 form types 
have been added to allow electronic filing of Forms 3, 4 and 5 10 
pursuant to Section 16 11 of the Securities Exchange Act of 1934 
12 and notices of securities sales 13 filed pursuant to Rule 
144 14 under the Securities Act of 1933 (``Securities 
Act'').15 Rule 301 of Regulation S-T also is being amended to 
provide for the incorporation by reference of this version of the Filer 
Manual into the Code of Federal Regulations, which incorporation by 
reference was approved by the Director of the Federal Register in 
accordance with 5 U.S.C. 552(a) and 1 CFR part 51. As explained more 
fully below, the revised Filer 

[[Page 57683]]
Manual and the amendment to Rule 301 will be effective on December 18, 
1995.

    \7\ 17 CFR 230.462.
    \8\ 17 CFR 230.400 to 230.497, inclusive.
    \9\ See Release No. 33-7168 (May 11, 1995) [60 FR 26604].
    \10\ 17 CFR 249.103, 249.104 and 249.105, respectively.
    \11\ 15 U.S.C. 78p.
    \12\ 15 U.S.C. 78a et seq.
    \13\ Form 144, 17 CFR 239.144.
    \14\ 17 CFR 230.144.
    \15\ 15 U.S.C. 77a et seq.
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    Paper copies of the updated Filer Manual may be obtained at the 
following address: Public Reference Room, U.S. Securities and Exchange 
Commission, Mail Stop 1-2, 450 Fifth Street, N.W., Washington, D.C. 
20549. Electronic format copies will be available on the EDGAR 
electronic bulletin board. Copies also may be obtained from Disclosure 
Incorporated, the paper and microfiche contractor for the Commission, 
at (800) 638-8241.

II. Technical Amendments to Regulation S-T

    In addition to the adoption of the updated Filer Manual, the 
Commission is adopting several technical amendments to the rules 
governing electronic filing.

A. Voluntary Electronic Filing of Notices of Exempt Preliminary Roll-up 
Communication

    In connection with the adoption of rules implementing the Limited 
Partnership Rollup Reform Act of 1993,16 the Commission adopted an 
exemption from the proxy filing requirements for preliminary 
communications among security holders for the purpose of determining 
whether to solicit proxies, consents or authorizations in opposition to 
a proposed roll-up transaction.17 In certain instances, a short 
notice of such communications was required to be filed with the 
Commission. Release No. 33-7113 indicates that these documents are to 
be filed either in paper or electronically, at the filer's option, and 
that programming would be completed to accommodate their electronic 
submission. Programming was completed shortly after Release No. 33-7133 
was issued, and the Commission now is amending Rule 101(b)(2) 18 
of Regulation S-T to codify its position that Notices of Exempt 
Preliminary Roll-up Communications may be filed electronically, at the 
filer's option.

    \16\ Government Securities Act Amendments of 1993, Pub. L. 103-
202, Title III, 107 Stat. 2344 (1993).
    \17\ See Release No. 33-7113 (December 1, 1994) [59 FR 63676], 
Rule 14a-6(n) and the Notice of Exempt Preliminary Roll-up 
Communication [17 CFR 240.14a-104].
    \18\ 17 CFR 232.101(b)(2).
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B. Voluntary Electronic Filing of Forms 3, 4, 5 and 144

    When the Commission adopted Regulation S-T in connection with the 
EDGAR Interim Rules in 1993,19 it indicated that reports filed 
pursuant to Section 16 of the Exchange Act, namely, Forms 3, 4 and 5, 
and notices of securities transactions (Form 144) filed pursuant to 
Rule 144 of the Securities Act would not initially be permitted to be 
filed electronically, but that accommodations for electronic submission 
of those documents would be contemplated at a later date.20 
Recently, the Commission announced that it had taken steps to initiate 
programming to allow voluntary electronic filing of these forms.21 
This programming has now been completed and the Commission is amending 
Rule 101(b) to provide that such documents may be filed electronically, 
at the filer's option.22 With regard to Form 144, electronic 
filing initially will be limited to filings where the issuer of the 
securities is a public company, i.e., a company subject to Securities 
Exchange Act of 1934 23 reporting requirements. Filers who desire 
to file electronically should submit their Forms ID early in order to 
obtain the access codes they will need to make their filings on 
EDGAR.24

    \19\ See n. 6, above.
    \20\ See Release No. 33-6977 (February 23, 1993) [58 FR 14628], 
Section III.C.
    \21\ See Release No. 33-7231 (October 5, 1995) [60 FR 53474].
    \22\ This functionality will be available as of December 18, 
1995.
    \23\ 15 U.S.C. 78a et seq.
    \24\ Forms ID are available in the EDGAR Filer Manual; they also 
may be obtained from the Commission's publications unit by calling 
(202) 942-4046 and asking for Form ID (SEC 2084).
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C. Certain Filings Made by the World Bank

    The International Bank for Reconstruction and Development (the 
``World Bank'') is required to file with the Commission periodic 
reports and reports with respect to issuances of primary 
obligations.25 The World Bank has requested that it be permitted 
to file some or all of these reports in electronic format on a 
voluntary basis through the Commission's EDGAR system, and the 
Commission has agreed to accommodate this request. Consequently, Rule 
101(b) is being amended to allow the voluntary electronic filing of 
these documents.

    \25\ See Section 15(a) of the Bretton Woods Agreements Act [22 
U.S.C. 286k-1(a)] and Part 285 of Title 17 of the Code of Federal 
Regulations.
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D. Documents To Be Submitted in Paper Only Under Sections 8(f), 17(g), 
and 33 of the Investment Company Act

    It was not intended that certain submissions under the Investment 
Company Act of 1940 (``Investment Company Act'') 26 be made in 
electronic format. Specifically, the EDGAR system was not programmed to 
accommodate the electronic submission of Form N-8F 27 and related 
documents under Section 8(f) 28 of, and Rule 8f-1 29 under, 
the Investment Company Act; fidelity bonds and related documents 
submitted under Section 17(g) 30 of, and Rule 17g-1 31 under, 
the Act; or litigation materials filed under Section 33 of the 
Act.32 The Commission is amending paragraphs (a) and (c) of Rule 
101 to reflect the fact that submissions under these sections of the 
Investment Company Act are to be made in paper format only.

    \26\ 15 U.S.C. 80a-1 et seq.
    \27\ 17 CFR 274.218.
    \28\ 15 U.S.C. 80a-8(f).
    \29\ 17 CFR 270.8f-1.
    \30\ 15 U.S.C. 80a-17(g).
    \31\ 17 CFR 270.17g-1.
    \32\ 15 U.S.C. 80a-32.
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III. Effective Date

    Since the Filer Manual and technical rule amendments relate solely 
to agency procedure or practice, publication for notice and comment is 
not required under the Administrative Procedure Act.33 It follows 
that the requirements of the Regulatory Flexibility Act 34 do not 
apply.

    \33\ 5 U.S.C. 553(b).
    \34\ 5 U.S.C. 601-612.
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    The effective date for the updated Filer Manual and the rule 
amendments is December 18, 1995. In accordance with the Administrative 
Procedure Act, 5 U.S.C. 553(d)(3), the Commission finds that there is 
good cause to establish an effective date less than 30 days after 
publication of these rules. The EDGAR system is scheduled to be 
upgraded to Release 4.40 on December 18, 1995. The Commission believes 
that it is necessary to coordinate the effectiveness of the updated 
Filer Manual with the scheduled system upgrade in order to avoid 
confusion to EDGAR filers. In addition, the technical amendments to 
Regulation S-T do not impose new requirements on filers, but merely 
provide for additional voluntary means to file certain documents 
electronically. Therefore, it is not anticipated that any hardships 
will result from the establishment of an effective date of less than 30 
days after publication.

IV. Cost-Benefit Analysis

    It is anticipated that the amendments to the EDGAR rules adopted 
today will not impose any additional costs associated with filing 
documents with the Commission, since they primarily provide means to 
file specified documents electronically on a voluntary basis. Filers 
who choose to file these documents electronically may experience cost 
savings or additional 

[[Page 57684]]
costs, depending on their circumstances. Overall, the Commission 
expects benefits to accrue to both filers and the public at large in 
cases where filers choose to file in electronic format, primarily 
because of the promptness and breadth of dissemination associated with 
electronic filing.

V. Statutory Basis

    The updated Filer Manual and the amendments to Regulation S-T are 
being adopted under Sections 6, 7, 8, 10, and 19(a) of the Securities 
Act of 1933,35 Sections 3, 12, 13, 14, 15, 23, and 35A of the 
Securities Exchange Act of 1934,36 Section 20 of the Public 
Utility Holding Company Act of 1935,37 Section 319 of the Trust 
Indenture Act of 1939,38 and Sections 8, 30, 31, and 38 of the 
Investment Company Act of 1940.39

    \35\ 15 U.S.C. 77f, 77g, 77h, 77j and 77s(a).
    \36\ 15 U.S.C. 78c, 78l, 78m, 78n, 78o, 78w and 78ll.
    \37\ 15 U.S.C. 79t.
    \38\ 15 U.S.C. 77sss.
    \39\ 15 U.S.C. 80a-8, 80a-29, 80a-30 and 80a-37.
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List of Subjects in 17 CFR Part 232

    Incorporation by reference; Investment companies; Registration 
requirements; Reporting and recordkeeping requirements; Securities.

Text of the Amendments

    In accordance with the foregoing, Title 17, Chapter II of the Code 
of Federal Regulations is amended as follows:

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

    1. 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.

    2. Section 232.101 is amended by revising paragraphs (a)(1)(iv) and 
(b)(2); redesignating paragraphs (b)(4) and (b)(5) as paragraphs (b)(7) 
and (b)(8) and adding paragraphs (b)(4), (b)(5) and (b)(6); removing 
paragraph (c)(7) and redesignating paragraphs (c)(8) through (c)(21) as 
paragraphs (c)(7) through (c)(20); and revising newly redesignated 
paragraphs (c)(8) and (c)(13) to read as follows:


Sec. 232.101  Mandated electronic submissions and exceptions.

    (a) * * *
    (1) * * *
    (iv) Documents filed with the Commission pursuant to Sections 8, 
17, 20, and 30 of the Investment Company Act (15 U.S.C. 80a-8, 80a-17, 
80a-20, and 80a-29); provided, however that in no event shall any 
submissions under Section 6(c), 8(f), or 17(g) of the Act (15 U.S.C. 
80a-6(c), 80a-8(f), or 80a-17(g)) or documents related to applications 
for exemptive relief under any section of the Act, be made in 
electronic format; and
* * * * *
    (b) Permitted electronic submissions. * * *
    (1) * * *
    (2) Notices of exempt solicitation furnished for the information of 
the Commission pursuant to Rule 14a-6(g) (Sec. 240.14a-6(g) of this 
chapter) and notices of exempt preliminary roll-up communications 
furnished for the information of the Commission pursuant to Rule 14a-
6(n) (Sec. 240.14a-6(n) of this chapter);
    (3) * * *
    (4) Forms 3, 4 and 5 (Secs. 249.103, 249.104 and 249.105 of this 
chapter);
    (5) Form 144 (Sec. 239.144 of this chapter), where the issuer of 
the securities is subject to the reporting requirements of Section 13 
or 15(d) of the Exchange Act (15 U.S.C. 78m or 78o(d), respectively);
    (6) Periodic reports and reports with respect to issuances of 
primary obligations filed by the International Bank for Reconstruction 
and Development pursuant to Section 15(a) of the Bretton Woods 
Agreements Act [22 U.S.C. 286k-1(a)] and Part 285 of Title 17 of the 
Code of Federal Regulations;
* * * * *
    (c) Documents to be submitted in paper only. * * *
* * * * *
    (8) Filings related to offerings exempt from registration under the 
Securities Act of 1933, including filings made pursuant to Regulation A 
(Secs. 230.251-230.264 of this chapter), Regulation B (Secs. 230.300-
230.346 of this chapter), Regulation D (Secs. 230.501-508 of this 
chapter) Regulation E (Secs. 230.601-230.610a of this chapter) and 
Regulation F (Secs. 230.651-230.656 of this chapter), as well as 
filings on Form 144 (Sec. 239.144 of this chapter) where the issuer of 
the securities is not subject to the reporting requirements of Section 
13 or 15(d) of the Exchange Act (15 U.S.C. 78m or 78o(d), 
respectively);
* * * * *
    (13) Submissions under Sections 6(c), 8(f), 17(g), and 33 of the 
Investment Company Act (15 U.S.C. 80a-6(c), 80a-8(f), 80a-17(g), and 
80a-32) and documents related to applications for exemptive relief 
under any section of the Act;
* * * * *
    3. Section 232.301 is revised to read as follows:


Sec. 232.301  EDGAR Filer Manual.

    Electronic filings shall be prepared in the manner prescribed by 
the EDGAR Filer Manual, promulgated by the Commission, which sets out 
the technical formatting requirements for electronic submissions. The 
December 1995 edition of the EDGAR Filer Manual: Guide for Electronic 
Filing with the U.S. Securities and Exchange Commission (Release 4.40) 
is incorporated into the Code of Federal Regulations by reference, 
which action was approved by the Director of the Federal Register in 
accordance with 5 U.S.C. 552(a) and 1 CFR Part 51. Compliance with the 
requirements found therein is essential to the timely receipt and 
acceptance of documents filed with or otherwise submitted to the 
Commission in electronic format. Paper copies of the EDGAR Filer Manual 
may be obtained at the following address: Public Reference Room, U.S. 
Securities and Exchange Commission, Mail Stop 1-2, 450 5th Street, NW., 
Washington, DC 20549. They also may be obtained from Disclosure 
Incorporated by calling (800) 638-8241. Electronic format copies are 
available through the EDGAR electronic bulletin board. Information on 
becoming an EDGAR E-mail/electronic bulletin board subscriber is 
available by contacting CompuServe Inc. at (800) 848-8199.

    Dated: November 13, 1995.

    By the Commission.
Margaret H. McFarland,
Deputy Secretary.
[FR Doc. 95-28413 Filed 11-16-95; 8:45 am]
BILLING CODE 8010-01-P