[Federal Register Volume 61, Number 240 (Thursday, December 12, 1996)]
[Proposed Rules]
[Pages 65440-65452]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 96-31499]



[[Page 65439]]

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Part III





Securities and Exchange Commission





_______________________________________________________________________



17 CFR Part 200, et al.



Rulemaking for the EDGAR System; Proposed Rule

  Federal Register / Vol. 61, No. 240 / Thursday, December 12, 1996 / 
Proposed Rules  

[[Page 65440]]



SECURITIES AND EXCHANGE COMMISSION

17 CFR Parts 200, 228, 229, 230, 232, 239, 240 and 249

[Release Nos. 33-7369; 34-38023; 39-2344; IC-22374; File No. S7-28-96]
RIN 3235-AG96


Rulemaking for the EDGAR System

AGENCY: Securities and Exchange Commission.

ACTION: Proposed rules.

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SUMMARY: The Securities and Exchange Commission (``Commission'') today 
is proposing minor and technical amendments to its rules governing the 
submission of filings and other documents through the Electronic Data 
Gathering, Analysis, and Retrieval (``EDGAR'') system. These rule 
proposals follow, and in some cases reflect, the recent completion of 
the process whereby domestic issuers and third parties filing with 
respect to those issuers have become subject to mandated electronic 
filing.

DATES: Comments should be received on or before January 13, 1997.

ADDRESSES: Comments should be submitted in triplicate to Jonathan G. 
Katz, Secretary, Securities and Exchange Commission, 450 Fifth Street, 
NW., Washington, DC 20549. Comments also may be submitted 
electronically at the following E-mail address: [email protected]. 
All comment letters should refer to File No. S7-28-96; this file number 
should be included in the subject line if E-mail is used. Comment 
letters will be available for inspection and copying in the 
Commission's Public Reference Room, 450 Fifth Street, NW., Washington, 
DC 20549. Electronically submitted comment letters will be posted on 
the Commission's Internet Web Site (http://www.sec.gov).

FOR FURTHER INFORMATION CONTACT: James R. Budge, Division of 
Corporation Finance at (202) 942-2950, or Ruth Armfield Sanders, 
Division of Investment Management at (202) 942-0633, Securities and 
Exchange Commission, 450 Fifth Street, NW., Washington, DC 20549.

SUPPLEMENTARY INFORMATION: The Commission today is proposing for public 
comment amendments to the following rules relating to electronic filing 
on the EDGAR system: Rule 200.30-1,1 Rule 200.30-5,2 Item 
601(c) of Regulation S-B and Regulation S-K,3 Rule 405 of 
Regulation C,4 Rules 10,5 11,6 13,7 101,8 
102,9 201,10 202,11 303,12 304,13 307 14 
and 311 15 of Regulation S-T,16 Forms S-2,17 S-3,18 
S-8,19 F-2 20 and F-3 21 under the Securities Act of 
1933 (``Securities Act''),22 Rule 0-1,23 Rule 12b-25,24 
Rule 13d-2,25 Rule 13e-4,26 Schedule 14A,27 Rule 14e-
1,28 and Form 12b-25 29 under the Securities Exchange Act of 
1934 (``Exchange Act''),30 and Rule 0-2 31 under the Trust 
Indenture Act of 1939.32 The proposals also would add new Rules 
14, 100 and 601 to Regulation S-T, create a new Form DF, and eliminate 
the EDGAR transition rules found in Rules 901, 902 and 903 of 
Regulation S-T.33
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    \1\ 17 CFR 200.30-1.
    \2\ 17 CFR 200.30-5.
    \3\ 17 CFR 228.601(c) and 229.601(c), respectively.
    \4\ 17 CFR 230.405.
    \5\ 17 CFR 232.10.
    \6\ 17 CFR 232.11.
    \7\ 17 CFR 232.13.
    \8\ 17 CFR 232.101.
    \9\ 17 CFR 232.102.
    \10\ 17 CFR 232.201.
    \11\ 17 CFR 232.202.
    \12\ 17 CFR 232.303.
    \13\ 17 CFR 232.304.
    \14\ 17 CFR 232.307.
    \15\ 17 CFR 232.311.
    \16\ 17 CFR Part 232.
    \17\ 17 CFR 239.12.
    \18\ 17 CFR 239.13.
    \19\ 17 CFR 239.16b.
    \20\ 17 CFR 239.32.
    \21\ 17 CFR 239.33.
    \22\ 15 U.S.C. 77a et seq.
    \23\ 17 CFR 240.0-1.
    \24\ 17 CFR 240.12b-25.
    \25\ 17 CFR 240.13d-2.
    \26\ 17 CFR 240.13e-4.
    \27\ 17 CFR 240.14a-101.
    \28\ 17 CFR 240.14e-1.
    \29\ 17 CFR 249.322.
    \30\ 15 U.S.C. 78a et seq.
    \31\ 17 CFR 260.0-2.
    \32\ 15 U.S.C. 77aaa, et. seq.
    \33\ 17 CFR 232.901, 232.902 and 232.903, respectively.
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I. Background

    Beginning April 26, 1993, the Commission has required many of the 
documents filed with it pursuant to the federal securities laws to be 
submitted electronically via the EDGAR system.34 Domestic 
registrants were scheduled to become subject to mandated electronic 
filing in a series of discrete phase-in groups. Following the 
completion of a congressionally-mandated test period, which included 
electronic filing by several phase-in groups, the Commission certified 
that the system satisfied all statutory requirements and announced a 
schedule for the completion of the transition to mandated electronic 
filing for all domestic registrants and persons filing with respect to 
those registrants.35 On May 6, 1996, the last group of domestic 
registrants became subject to mandated electronic filing requirements. 
The Commission has determined to review its rules governing electronic 
filing and update them, as needed, both to recognize the completion of 
the transition from a paper to an electronic filing system, and to 
reflect the experience gained with electronic filing over the last 
several years.
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    \34\ The rules initiating mandated electronic filing were 
adopted as interim rules in: 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), 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); and Release No. 35-25746 
(February 23, 1993) (58 FR 14999) (relating to rules specific to 
public utility holding companies).
    \35\ Release No. 33-7122 (December 19, 1994) (59 FR 67752).
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II. Proposed Rule Changes

    The Commission is proposing for public comment a number of minor 
and technical changes to its rules governing electronic filing on the 
EDGAR system. These proposals are explained in detail below. Comment is 
solicited with respect to each proposal. Commenters should address 
whether the proposed changes are necessary and whether there are any 
alternatives to the proposed approaches that would better address the 
issues raised.

A. Elimination of EDGAR Transition Rules

    Rules 901, 902 and 903 of Regulation S-T were adopted primarily to 
govern the phase-in of registrants and provide guidance in situations 
where one party to a transaction was a phased-in electronic filer and 
another party was a paper filer. With the end of the phase-in period, 
however, these transition rules are no longer needed, since all 
domestic registrants and persons filing with respect to them are now 
required to file electronically.36 The Commission therefore 
proposes to eliminate these rules, retaining in other rules in 
Regulation S-T the provisions outlining who is subject to mandated 
electronic filing, as well as the paper copy submission 
requirements.37
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    \36\ For transactions involving a foreign private issuer and a 
domestic registrant, see the discussion below relating to foreign 
private issuers.
    \37\ See proposed Rule 100 of Regulation S-T and the proposed 
changes to Rule 101 of Regulation S-T. The definition of 
``electronic filer'' in Rule 11 of Regulation S-T, Rule 405 of 
Regulation C, Exchange Act Rule 0-1, and Trust Indenture Act Rule 0-
1 would be updated to reflect these changes.
    The note currently found in Rule 901 of Regulation S-T that 
explains that domestic electronic filers cannot electronically file 
beneficial ownership reports with respect to foreign private issuers 
would be retained in revised Rule 101 of Regulation S-T. The 
provisions delegating authority to the Division of Corporation 
Finance and the Division of Investment Management to change phase-in 
dates are also being eliminated.

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[[Page 65441]]

B. New Rule 601 of Regulation S-T Governing Foreign Private Issuers

    Foreign private issuers and foreign governments are not subject to 
mandated electronic filing requirements, unless they are acting in 
concert with, or as a third party filer with respect to, a domestic 
registrant. Foreign private issuers' electronic filing responsibilities 
currently are outlined in Rule 901, which, as stated above, has been 
proposed to be eliminated. Thus, a new rule is being proposed that will 
outline the electronic filing obligations of foreign private issuers 
and foreign governments.38 The rule would indicate that these 
entities generally are not required to file electronically, unless they 
are filing jointly with a domestic registrant or acting as a third 
party filer with respect to such a registrant.
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    \38\ Proposed Rule 601 of Regulation S-T.
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    The new rule also would provide that these entities may choose to 
file electronically in most situations where electronic filing is not 
required. Some types of documents filed by foreign private issuers 
currently are not supported by the EDGAR system, including filings made 
in connection with the multi-jurisdictional disclosure system. The 
staff has undertaken a review of documents not yet available for 
electronic filing with the intention of recommending enhancement of 
form processing capabilities where appropriate. Should EDGAR be 
programmed to accept all types of filings made by foreign private 
issuers? Are some more important than others for inclusion in the 
database?
    Notwithstanding the requirement to file electronically when filing 
in connection with a domestic registrant, the proposed rule would 
codify a staff interpretation that where a foreign private issuer 
engages in an exchange offer, merger or other business combination 
transaction with a domestic registrant and the foreign private issuer 
files a registration statement under the Securities Act with respect to 
the transaction, the registration statement and other documents 
relating to the transaction may be filed in paper, provided that the 
domestic registrant will not be a reporting entity at the conclusion of 
the transaction. Comment is solicited specifically with respect to this 
codification. Should these types of transactions be required to be 
filed in electronic format? Are there other transactions involving 
foreign private issuers that should qualify for this treatment, such as 
tender offers made by such issuers with respect to a domestic 
electronic registrant?

C. Rule 10 of Regulation S-T

    Current Rule 10(b) of Regulation S-T 39 includes a note that 
strongly urges persons about to become subject to mandated electronic 
filing to submit a Form ID to obtain EDGAR access and security codes 
between three and six months prior to their first required electronic 
filing. This instruction is proposed to be amended to emphasize that 
issuers making initial public offerings, as well as third parties with 
newly-arising filing obligations, should submit a Form ID early to be 
ready to make their initial filing in electronic format.
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    \39\ 17 CFR 232.10(b).
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D. Rule 11 of Regulation S-T

    Rule 11(m) of Regulation S-T 40 provides a definition of 
``official filing'' for purposes of the electronic filing regulation. 
That definition states that an ``official filing'' is the microfiche 
copy, prepared in compliance with the Commission's administrative 
regulations and other requirements, of filings made with the 
Commission, regardless of filing medium. The Commission recently has 
changed its practice of making microfiche copies of electronic filings, 
and therefore it is desirable to change the definition to reflect 
current practices. For purposes of Regulation S-T, it is proposed that 
the term ``official filing'' mean any filing that has been received and 
accepted by the Commission, regardless of filing medium.
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    \40\ 17 CFR 232.11(m).
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E. Rule 13 of Regulation S-T

    In 1994, the Commission adopted an amendment to Rule 13 41 to 
address concerns raised about the ability of paper filers to comply 
with filing requirements by mailing for filing on a Saturday, Sunday or 
holiday, while electronic filers were constrained to file on days when 
the Commission was open for business.42 The rule states that 
``[w]here 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.''
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    \41\ The amendment added paragraph (d) to Rule 13. Rule 13 is 
proposed to be reorganized, with paragraph (d) being redesignated, 
as revised, as paragraph (a)(4).
    \42\ Release No. 33-7122.
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    The staff has interpreted this language to allow issuers and others 
to electronically file with the Commission proxy materials promptly on 
the next business day following distribution to security holders where 
it is impracticable to file electronically such materials on the same 
business day of the Commission (between the hours of 8 a.m. and 5:30 
p.m.) on which the distribution first occurs.43 While this 
provision would provide relief to filers in all time zones, it is of 
particular value to proxy contest participants (and/or their counsel) 
based on the West Coast because it allows them to file proxy materials 
promptly on the next business day where material is prepared too late 
in the afternoon to effect an electronic transmission before the 5:30 
p.m. Eastern time deadline on the day the materials are first 
distributed to security holders. The Commission proposes to amend Rule 
13 to codify this interpretation. Is there any reason why this 
interpretation should not be codified? What interests, if any, would be 
adversely affected by this change?
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    \43\ See Henry Lesser (November 28, 1995).
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F. Proposed New Rule 14 of Regulation S-T--Notification of Delayed 
Filing

    While electronic filing has in many ways given filers more control 
over the timing of their filings, the EDGAR rules recognize that 
circumstances beyond a filer's control sometimes will prevent the 
timely electronic filing of a document. The temporary hardship 
exemption set out in Rule 201 and the filing date adjustment provisions 
of Rule 13 were designed to aid filers experiencing such electronic 
filing difficulties. The filing date adjustment mechanism has been more 
widely used.
    In order to reduce the burden on the staff and filers associated 
with filing date adjustments, the Commission is proposing to add a new 
provision whereby filers may preserve the timeliness of certain filings 
without staff intervention.44 Proposed new Rule 14 of Regulation 
S-T would provide that where an electronic filer in good faith attempts 
to file in a timely manner a report or schedule pursuant to sections 
13(a), 13(d), 13(g), 15(d) or 16(a) of the

[[Page 65442]]

Exchange Act,45 but is unable to do so because of unanticipated 
technical difficulties beyond the filer's control,46 the report or 
schedule would be deemed timely filed if two conditions were met. 
First, the report or schedule would be required to be filed 
electronically no later than two business days following the applicable 
due date, and second, a new Form DF (for Delayed Filing) would be 
required to be filed electronically no later than the date the report 
or schedule is filed.47 The new procedure would operate similarly 
to Rule and Form 12b-25,48 which provide for the delayed filing of 
Exchange Act reports for reasons not related to technical 
difficulties.49 Use of Form DF would not effect a filing date 
adjustment; rather, as with Form 12b-25, a filing made pursuant to this 
procedure would be deemed timely even though not filed until after its 
due date.50
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    \44\ This was a recommendation in the report of the Task Force 
on Disclosure Simplification, issued March 5, 1996.
    \45\ 15 U.S.C. 78m(a), 78m(d), 78m(g), 78o(d) and 78p(a), 
respectively. This new procedure would be available only to filers 
whose documents are subject to review by the Division of Corporation 
Finance.
    \46\ In order to qualify for this proposed procedure, the filing 
difficulties experienced by the filer must be technical in nature, 
unanticipated and beyond the filer's control. Consequently, this 
standard would not be satisfied where a document is late because a 
filing agent made an error as to when a document should be filed or 
because a filer failed to build into its planning schedule 
sufficient time to convert a document to an electronic format. If 
adopted, the staff would monitor the use of this procedure, and if 
abused, its availability could be restricted or discontinued.
    \47\ It is anticipated that most registrants would file the Form 
DF at the same time they filed the underlying report electronically. 
However, a filer could file the Form DF earlier to notify the public 
that its report shortly would be filed in electronic format, serving 
a function similar to Form 12b-25 (17 CFR 249.322).
    \48\ Rule 12b-25 is found at 17 CFR 240.12b-25.
    \49\ Form 12b-25 would continue not to be available for use 
where the reason for the delay related to the preparation and 
transmission of an electronic filing. Pertinent provisions of Rule 
12b-25 (17 CFR 240.12b-25) and Form 12b-25 would be amended to 
reflect the addition of this new procedure.
    The proposal also would include a provision similar to that 
found in Rule 12b-25 indicating that registrants would not be 
eligible to use any registration statement form under the Securities 
Act, the use of which is predicated on timely filed reports, until 
the report and Form DF were filed electronically in compliance with 
Rule 14 of Regulation S-T.
    \50\ It is anticipated that if this procedure is adopted, filing 
date adjustments will be granted more sparingly.
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    Proposed new Form DF would be a one page document that identifies 
the filer, the filer's Central Index Key (``CIK'') number, the document 
that could not be timely filed, and the Commission file number for the 
filing, if one is available. It also would include a short statement 
setting out the nature of the difficulty 51 and a certification to 
the effect that notwithstanding good faith efforts, the filer was 
prevented from making a timely filing because of technical difficulties 
beyond its control. Form DF would be required to be filed 
electronically and made public in order to provide information to users 
as to the nature of the delay.
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    \51\ This requirement would be similar to those found in Form TH 
and Form 12b-25 and would provide the staff the means to monitor the 
use of the proposed procedure.
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    This procedure could be used only in connection with Exchange Act 
periodic and annual reports, Schedules 13D 52 and 13G,53 and 
Section 16 reports submitted voluntarily on the EDGAR system. While 
filing date adjustments would continue to be available on a case-by-
case basis, they would be much less frequently granted with respect to 
these documents under the proposed scheme. The procedure would not be 
available for Securities Act filings and other transactional filings, 
such as tender offer documents; 54 the temporary and continuing 
hardship exemptions would still be available for such filings where the 
enumerated standards are satisfied.
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    \52\ 17 CFR 240.13d-101.
    \53\ 17 CFR 240.13d-102.
    \54\ It generally is staff policy not to grant filing date 
adjustments for Securities Act registration statements or other 
transactional filings because shareholder rights may be affected.
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    For the proposals to work as contemplated, filers would need to be 
vigilant as to the status of their filings. The Commission reiterates 
that it is the filer's responsibility to determine whether its filings 
have been appropriately prepared, transmitted and accepted by the 
Commission.55 Under the proposals, a filer would have two business 
days to act to preserve the timeliness of its filings. If it appears in 
advance that two business days would be insufficient to complete the 
electronic filing process, the filer should consider obtaining relief 
pursuant to a temporary or continuing hardship exemption rather than 
using the proposed procedure. If a filer began to rely on this 
procedure but could not meet the two business day deadline because of 
continuing electronic difficulties, it might wish to consult the staff 
with regard to the possibility of a continuing hardship exemption to 
afford it more time, under Rule 202(d) of Regulation S-T.56
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    \55\ See Release No. 33-7122, Section III.
    \56\ If a filer submitted a report in paper under cover of Form 
TH later than one business day following its due date, the 
timeliness of the document would not be preserved.
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    Comment is specifically solicited as to whether this procedure 
would be workable for filers and provide an appropriate measure of 
relief without impairing the information needs of the investing public. 
Should the procedure be limited to the types of filings enumerated 
above, or should it be broadened to cover other types of documents, 
such as a prospectus filed pursuant to Rule 424 57 or Form 144 
58 under the Securities Act? Is the two business day time period 
the one that should be used, or should it be longer (three or four 
business days) or shorter (one business day or the due date)? Should 
the time that the Form DF should be filed be fixed as proposed, or 
should a different timetable be established, such as requiring the form 
to be filed no later than the business day following the underlying 
document's due date or requiring it to be filed no earlier than the 
associated report's due date and no later than the date the report is 
filed. Does the proposed approach to allow filing of Form DF until, but 
no later than, the time the related report is filed provide adequate 
flexibility? Should filers be able to file Form DF after the related 
filing is made, so long as it is filed no later than one or two 
business days following the related filing's due date?
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    \57\ 17 CFR 230.424.
    \58\ 17 CFR 239.144.
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G. Rule 101 of Regulation S-T

1. Exemption for Form 10-K as First Electronic Filing
    During the phase-in period, issuers were given an automatic 
exemption from electronic filing for their first required filing after 
becoming electronic filers if that document was a Form 10-K 59 or 
10-KSB.60 Now that all domestic issuers have become subject to the 
electronic filing requirements, this provision no longer is needed, 
since reporting entities will already have had the advantage of the 
one-time exemption and any new issuer's first filing will not be an 
annual report on either of these forms. Consequently, the Commission 
proposes to eliminate this provision. Comment is solicited as to 
whether there is any continued need for this exemption.
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    \59\ 17 CFR 249.310.
    \60\ 17 CFR 249.310b. This exemption is found in Rule 
101(a)(1)(iii) of Regulation S-T (17 CFR 232.101(a)(1)(iii)).
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2. Proxy Materials and Annual Reports to Security Holders Furnished by 
Registrants Subject to Reporting Obligations Under Section 15(d) of the 
Exchange Act
    Form 10-K and Form 10-KSB both require issuers reporting under 
section

[[Page 65443]]

15(d) of the Exchange Act to furnish to the Commission for its 
information any annual report to security holders covering the 
registrant's last fiscal year and every proxy statement, form of proxy 
or other proxy soliciting material sent to more than ten of the 
registrant's security holders with respect to any annual or other 
meeting of security holders. This information is not deemed filed 
unless it is being incorporated by reference into the Exchange Act 
report itself.
    These submission requirements were intended to be covered under 
Rule 101 of Regulation S-T, but they are not specifically addressed in 
that rule. As is true for proxy materials submitted by companies 
registered under section 12, the proxy soliciting materials submitted 
pursuant to these provisions should be submitted electronically. This 
should be done by submitting them using the same EDGAR form type as 
used for other definitive proxy statements, DEF 14A, or DEFA14A for 
definitive additional materials, as outlined in the EDGAR Filer Manual. 
No fee will be charged for these proxy filings. Consistent with the 
requirements to furnish annual reports to security holders under the 
proxy rules, registrants have the option to submit their annual report 
to security holders pursuant to these provisions either in paper or in 
electronic format.61 If electronic submission is chosen, the 
document should be sent using the ARS form type. The Commission 
proposes to amend Rule 101(a) and 101(b) to clarify the electronic 
treatment of these documents. Commenters should address whether this 
information should be treated in the same manner as comparable 
materials submitted by section 12 reporting companies, as proposed, or 
whether they should be treated differently, such as allowing the proxy 
materials to be furnished in paper? Commenters should provide reasons 
for any special treatment that might be afforded these documents.
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    \61\ Investment companies currently are required to file 
electronically with the Commission copies of their annual, semi-
annual and other periodic reports to security holders. See Rule 
101(a)(iv) of Regulation S-T (17 CFR 232.101(a)(iv)) and Investment 
Company Act Rule 30b2-1 (17 CFR 270.30b2-1).
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3. Schedules 13D and 13G
    Current rules require that the first electronic amendment to a 
paper-filed Schedule 13D or Schedule 13G restate the entire text of the 
schedule.62 The purpose of this requirement is to ensure that a 
complete and current copy of these schedules is placed on the 
electronic database so that financial observers do not need to refer to 
paper filings for a complete version of the filings. However, it has 
been the staff's position that if the first electronic amendment is to 
report a reduction in beneficial ownership that relieves the filer from 
further reporting obligations, the amendment needs not include a 
restatement of the entire text of the schedule, but only the amended 
portions. The Commission proposes to codify this position. A 
restatement requirement in connection with this type of amendment is 
burdensome to filers and provides little benefit to those who follow 
beneficial ownership transactions because the filer's reporting 
obligation terminates upon filing the amendment. Comment is sought as 
to whether restatement in these cases is necessary and whether the 
requirement to restate should be retained.
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    \62\ Rule 101(a)(2)(ii) of Regulation S-T (17 CFR 
232.101(a)(2)(ii)) and Rule 13d-2(c) (17 CFR 240.13d-2(c)).
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4. Certain Material Filed Pursuant to Exchange Act Rule 16b-3(b)(2)(ii)
    Rule 16b-3(b)(2)(ii) 63 has required 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 
64 at the time, where votes or consents were not solicited in a 
manner substantially in compliance with the Commission's proxy rules. 
These filings have been required to be made in paper pursuant to Rule 
101(c) of Regulation S-T. Since this filing requirement recently has 
been eliminated by the Commission, effective August 15, 1996,65 
the corresponding Regulation S-T provision is proposed to be eliminated 
as well.66
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    \63\ 17 CFR 240.16b-3(b)(2)(ii).
    \64\ 15 U.S.C. 78n(a).
    \65\ See Release No. 34-37260 (May 31, 1996) (61 FR 30376).
    \66\ Technical amendments to citations in paragraphs (a)(1)(ii) 
and (c)(6) of Rule 101 also are being proposed.
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5. Filings Made in Connection With Securities Act Exemptions
    The Commission recently eliminated Regulations B and F,67 
which provided for exemptions under the Securities Act. Consequently, 
references in Rule 101(c) of Regulation S-T to filings made pursuant to 
those regulations are proposed to be removed.
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    \67\ Regulation B and Regulation F were eliminated in Release 
No. 33-7300 (May 31, 1996).
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6. Certain Material Filed Pursuant to Investment Company Act Sections 
23(c), 24(e) and 24(f)
    The Regulation S-T list of mandated electronic submissions does not 
expressly include documents filed with the Commission pursuant to 
sections 23(c), 24(e), and 24(f) of the Investment Company Act, 
although these submission requirements were intended to be covered 
under Rule 101 of Regulation S-T. The Commission proposes to clarify 
that, pursuant to Regulation S-T, submissions under Sections 23(c), 
24(e) and 24(f) 68 of the Act must be made electronically.69
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    \68\ While Form 24F-2 (17 CFR 274.24) is among the filings which 
must be submitted electronically, filers should be aware that there 
is no need to replicate electronically items such as boxes and 
vertical lines appearing in the paper version of this form.
    \69\ See proposed change to Rule 101(a)(1)(iv) of Regulation S-T 
(17 CFR 232.101(a)(1)(iv)).
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H. Hardship Exemptions

1. Confirming Copy Legends
    Rule 202 of Regulation S-T provides for exemptions from electronic 
filing, pursuant to delegated authority, for documents, portions of 
documents, or groups of documents where the electronic filer would 
incur undue burden and expense to convert the material to an electronic 
format. Paragraph (d) of that rule allows the staff to grant such 
exemptions for a limited period of time premised on an undertaking to 
submit an electronic version of the material at the end of the stated 
period. However, unlike Rule 201 (for temporary hardship exemptions), 
Rule 202(d) does not include a requirement that the electronic version 
be identified as a confirming electronic copy of what was filed in 
paper pursuant to the exemption by including a legend to that effect on 
the first page of the document. The Commission proposes to add such a 
requirement to be consistent with other similar provisions and to alert 
users of the information to the fact that the information previously 
had been filed in paper.
2. Sanctions
    The Commission also is proposing to modify the language found in 
Rule 202(d) of Regulation S-T and in the instructions to Forms S-2, S-
3, S-8, F-2 and F-3 70 to reflect the fact that failure to submit 
a confirming electronic copy pursuant to a Rule 202(d) hardship 
exemption renders the registrant ineligible to use the form. Rule 303 
of Regulation S-T also would be revised

[[Page 65444]]

by broadening its language to provide that documents filed in paper 
under Rule 202(d) could not be incorporated by reference if a required 
confirming electronic copy is not submitted with respect to that 
document. Similarly, the tender offer rules would be amended to 
indicate that tender offer periods would be tolled so long as all 
required confirming electronic copies have not been submitted to the 
Commission.71 These changes are consistent with the treatment 
associated with temporary hardship exemption requirements and codify 
current staff interpretation.
---------------------------------------------------------------------------

    \70\ 17 CFR 239.12, 239.13, 239.16b, 239.32 and 239.33, 
respectively.
    \71\ See proposed changes to Rule 13e-4 and Rule 14e-1.
---------------------------------------------------------------------------

3. Exhibits
    a. Exhibit Index. Rule 102 of Regulation S-T and Item 601 of 
Regulations S-K and S-B currently require filers to indicate in a 
filing's exhibit index whether a confirming electronic copy of a paper-
filed exhibit has been submitted by placing the letters ``CE'' next to 
the item in the index. The language in the rules is limited to 
confirming electronic copies submitted pursuant to a temporary hardship 
exemption, but should encompass any document originally filed in paper 
pursuant to any type of hardship exemption for which a required 
confirming electronic copy has been submitted. The Commission proposes 
to amend these rules accordingly.
    b. Technical Procedures. The electronic filing rules contemplate 
under certain circumstances paper filing of exhibits in connection with 
an otherwise electronic filing. Filers may do this pursuant to either a 
temporary hardship exemption or a continuing hardship exemption, 
depending on the type of hardship involved. In every case involving a 
temporary hardship exemption, the filer is required within six business 
days following the paper filing to submit a confirming electronic copy 
of the material filed in paper. 72 Persons making filings in paper 
pursuant to a continuing hardship exemption may be required to file a 
confirming electronic copy of the paper-filed material after a 
designated period of time.73 Confirming electronic copies 
generally correspond to entire filings that were made in paper pursuant 
to a hardship exemption and are submitted complete, identified to the 
electronic system as only a copy of a previously-filed paper document. 
Where the subject of the hardship exemption is an exhibit only, the 
standard protocol cannot be followed because exhibits cannot be filed 
standing alone--they must be a part of a filing.
---------------------------------------------------------------------------

    \72\ Rule 201(b) of Regulation S-T [17 CFR 232.201(b)].
    \73\ Rule 202(d) of Regulation S-T.
---------------------------------------------------------------------------

    Persons who have an obligation to submit electronic confirming 
copies of an exhibit filed in paper pursuant to a hardship exemption 
must submit the exhibit electronically by filing an amendment to the 
document to which the exhibit relates. The CONFIRMING-COPY tag should 
not be used in the submission header. A statement should be included in 
the amendment explaining that the amendment is solely to submit an 
electronic copy of an exhibit previously filed in paper pursuant to a 
hardship exemption. It is proposed that this be codified in the rules 
by adding an instruction to Rule 201 and Rule 202 of Regulation S-T.

I. Proxy Statement Performance Graph

    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-K 74 are required to satisfy that 
obligation in their electronic filings in the same manner as applicable 
to other types of omitted charts or graphs, that is, by describing the 
graph in tabular form.75 Filers also are required to 
supplementally furnish a copy of the graph to the staff. In order to 
reduce the burden on proxy filers, the Commission is proposing to 
eliminate the requirement that the graph be supplementally sent to the 
staff. Of course, registrants would continue to be required to produce 
a copy of the graph, as sent to security holders, upon staff request, 
pursuant to Rule 304(c).76
---------------------------------------------------------------------------

    \74\ 17 CFR 229.402(l).
    \75\ Rule 304(d) of Regulation S-T [17 CFR 232.304(d)].
    \76\ 17 CFR 232.304(c). Paragraph (b)(2) also is proposed to be 
amended to conform its language with the changes made to Rule 304 in 
Release 33-7289 (May 9, 1996) [61 FR 24652], relating to use of 
electronic media for delivery purposes.
---------------------------------------------------------------------------

    The staff of the Division of Investment Management has encouraged 
investment company filers to follow the provisions of Rule 304(d) in 
their preparation of the line graph required by Item 5A of Form N-
1A.77 Therefore, the Commission also is proposing to revise Rule 
304(d) so that it expressly applies to these investment company 
registrants.
---------------------------------------------------------------------------

    \77\ 17 CFR 274.11A.
---------------------------------------------------------------------------

J. Annual Report Provisions Inapplicable to Investment Companies

    Currently, Rule 303(b) of Regulation S-T 78 does not expressly 
state whether its requirements concerning incorporation by reference to 
reports to security holders apply to investment companies. The 
Commission proposes to revise the rule to make it clear that the rule 
does not apply to investment company filers, codifying staff 
interpretation.
---------------------------------------------------------------------------

    \78\ 17 CFR 232.303(b).
---------------------------------------------------------------------------

    Also, the Commission is proposing a clarifying amendment to 
Schedule 14A. The Schedule would be revised to make it clear that 
investment companies need not submit electronically annual or quarterly 
reports to security holders, or any portion thereof, incorporated by 
reference into a proxy statement, if the report was filed 
electronically.79 This revision also would codify staff 
interpretation.
---------------------------------------------------------------------------

    \79\ See proposed amendment to Note D.4 to Schedule 14A.
---------------------------------------------------------------------------

K. Computational Materials To Be Filed Under Cover of Form SE

    Certain issuers of asset-backed securities file large amounts of 
computational materials with a Form 8-K, pursuant to two no-action 
letters. 80 These materials often are voluminous and difficult to 
convert to an acceptable electronic format. Typically, filers of such 
materials have been granted hardship exemptions from filing them 
electronically. In order to reduce compliance costs both to the issuers 
and the staff, the Commission proposes to amend Rule 311 of Regulation 
S-T to add this type of supporting documentation to the list of items 
that may be filed in paper under cover of Form SE without the need for 
staff action. The Form 8-K itself, as well as any required term sheets, 
should be filed electronically. The Commission solicits comment as to 
whether it would be useful to the public to have computational 
materials on the EDGAR database and whether there is any feasible 
method available or under development for converting this information 
into an acceptable EDGAR format.
---------------------------------------------------------------------------

    \80\ Distribution of Certain Written Materials Relating to 
Asset-Backed Securities, (February 17, 1995) and Mortgage and Asset-
Back Securities--Furnishing Information to Customers, (May 20, 
1994).
---------------------------------------------------------------------------

L. Financial Data Schedules

    The Commission is proposing to codify the principles outlined in 
two staff interpretive positions relating to Financial Data Schedules. 
First, a note would be added stating that issuers of asset-backed 
securities (as defined in Form S-3, except that the securities need not 
be investment grade) that are not required to file financial statements 
with the Commission in their Securities Act registration statements or 
their reports filed pursuant to sections 13(a)

[[Page 65445]]

or 15(d) of the Exchange Act are not required to submit a Financial 
Data Schedule in connection with those filings.81 This is 
consistent with the existing requirement that Financial Data Schedules 
be submitted only when updated financial statements are filed. Comment 
is solicited as to whether this note should be expanded to cover 
issuers of asset-backed securities that do not satisfy the definition 
of asset-backed securities for technical reasons. A second note would 
be added to the effect that a registrant is not required to restate 
prior Financial Data Schedules for a recapitalization that is in the 
form of a stock split or reverse stock split, provided that the  
tag in the Financial Data Schedule for the period in which the stock 
split occurs includes a footnote that indicates that a stock split has 
occurred and its effective date, and that prior Financial Data 
Schedules have not been restated for the recapitalization.82
---------------------------------------------------------------------------

    \81\ See Ford Motor Credit Company (April 14, 1995).
    \82\ See AFLAC/AFLAC Incorporated (April 10, 1996).
---------------------------------------------------------------------------

    In addition, the rules governing the submission of Financial Data 
Schedules provide that where a filer submits a document in paper 
pursuant to a temporary hardship exemption, and the document would have 
been accompanied by a Financial Data Schedule if filed in electronic 
format, the filer must submit the Financial Data Schedule with the 
confirming electronic copy of the filing. Since documents may be filed 
in paper pursuant to a continuing hardship exemption on the condition 
that the issuer file an electronic version within a stated time 
period,83 the Commission is proposing to amend its rules to 
reflect its position that registrants must submit a Financial Data 
Schedule with the required confirming electronic copy of a document 
filed in paper pursuant to any hardship exemption where the underlying 
document would have included the schedule had it been filed originally 
in electronic format.
---------------------------------------------------------------------------

    \83\ Rule 202(d) of Regulation S-T.
---------------------------------------------------------------------------

M. Red Ink Requirements

    The Commission recently eliminated its requirements to print 
designated information in red ink.84 Consequently, it is proposed 
that Rule 307 of Regulation S-T be revised to reflect this change.
---------------------------------------------------------------------------

    \84\ Release No. 33-7300.
---------------------------------------------------------------------------

III. Other Electronic Submission, Processing and Retrieval Issues

A. Expansion of Current System

    While most documents required to be submitted to the Commission now 
must be sent electronically, certain filings and other types of 
communications still are required to be provided in paper format. Now 
that the EDGAR system has been fully implemented, as initially 
conceived, the Commission also seeks comment as to whether it may be 
appropriate to expand the system to require, or permit, electronic 
filing of any of the other documents currently excluded from the system 
pursuant to Rule 101(c) of Regulation S-T. Three examples of such 
submissions are requests for confidential treatment, no-action and 
interpretive requests, and filings made in connection with exempt 
offerings.
1. Confidential Treatment Requests
    Requests for confidential treatment were not initially considered 
for electronic submission because of their special processing 
requirements, as well as a desire to minimize the risk that 
confidential information might be inadvertently disseminated publicly 
as a result of filer error. A specially secured internal database would 
be required to ensure that the submissions were not made available to 
the public. Comment is solicited as to whether filers would find it 
advantageous to be able to submit confidential treatment material in 
electronic format.
2. Internet Access to No-Action and Interpretive Letters
    Questions have been raised about whether there are better ways to 
afford the public electronic access to no-action and interpretive 
letters. Correspondence with the staff relating to no-action and 
interpretive requests generally is not made public until final 
disposition. Upon disposition, however, these documents are made public 
and can be found electronically through commercial services, but they 
are not available on EDGAR or the Commission's Internet Web Site. 
Comment is requested about whether it would be useful to filers and to 
the public to make no-action and interpretive letters available on 
EDGAR or the Commission's Internet Web Site. This, of course, would 
require the submission of correspondence to the staff in some 
electronic format, either through the EDGAR system or in a word 
processing or ASCII format on diskette, depending on the medium chosen. 
Confidentiality concerns similar to those discussed in connection with 
confidential treatment requests would need to be addressed for 
correspondence received by the Commission prior to final disposition. 
What benefits would accrue to persons submitting no-action and 
interpretive requests if an electronic medium for submission were 
developed? If an electronic method for processing no-action and 
interpretive requests were created, should it be voluntary or 
mandatory?
3. Exempt offerings
    Filings made pursuant to exempt offerings, such as offering 
statements 85 filed under Regulation A,86 have not been 
required to be filed electronically, in part because many of the 
filings were sent to the Commission's regional offices, which do not 
receive filings via the EDGAR system, and in part to relieve small 
issuers of the compliance costs associated with electronic filings. 
Comment is sought, from the perspective of filers and users of the 
information, about whether Regulation A documents should be required, 
or permitted, to be filed electronically.
---------------------------------------------------------------------------

    \85\ Form 1-A [17 CFR 239.90].
    \86\ 17 CFR 230.251-230.263.
---------------------------------------------------------------------------

    Comment is solicited as to whether other documents currently 
excluded from electronic filing, such as shareholder proposal 
correspondence, applications for relief from periodic reporting 
requirements under Exchange Act section 12(h) or promotional and sales 
material, should be permitted or mandated to be submitted 
electronically. In addition, are there any documents currently allowed 
to be filed electronically on a voluntary basis that should be made 
mandated electronic filings, such as the annual report to security 
holders or Forms 3, 4 and 5? While no action mandating electronic 
filing of the documents outlined in Rule 101(c) is being proposed at 
this time, the Commission will take any comments into consideration as 
it plans future enhancements to the EDGAR system. Systems allowing 
voluntary submission of certain documents may be developed if supported 
by commenters. Of course, the Commission will not mandate electronic 
filing of any these documents without first issuing specific proposals 
to that effect.

B. Identification of Information in Submission Headers

    The Commission recently has issued a release proposing amendments 
to its rules and Form S-3 87 and F-3 88 that would include 
non-voting as well as

[[Page 65446]]

voting common equity in the computation of the required $75 million 
aggregate market value of common equity held by non-affiliates of the 
registrant.89 During the course of that rulemaking process, it 
became apparent that it would be desirable to identify the ``public 
float'' of Exchange Act reporting companies electronically so that the 
staff and the public could readily search such companies by that 
criterion. The Commission solicits comment on whether the EDGAR system 
should be modified to include a  tag in the submission header 
used in connection with Exchange Act annual reports filed by domestic 
issuers.90 Are there any other items of information whose 
identification in submission headers would benefit the public? This 
change would be effected in connection with a future upgrade of the 
EDGAR system and the adoption of a revised EDGAR Filer Manual.
---------------------------------------------------------------------------

    \87\ 17 CFR 239.13.
    \88\ 17 CFR 239.33.
    \89\ Release No. 33-7326 (August 30, 1996) (61 FR 47706).
    \90\ The public float currently is required to be disclosed in 
the body of the annual report itself. If this programming change 
were effected, a registrant only would be required to restate that 
figure in the submission header of the filing.
---------------------------------------------------------------------------

IV. General Request for Comment

    Comment is solicited with respect to each of the foregoing 
proposals from the perspective both of filers and of public users of 
information filed with the Commission. Interested persons should submit 
comment letters in triplicate to Jonathan G. Katz, Secretary, U.S. 
Securities and Exchange Commission, 450 Fifth Street, NW., Washington, 
DC., 20549. Comments also may be submitted electronically at the 
following E-mail address: [email protected]. All comment letters 
should refer to File Number S7-28-96. This file number should be 
included on the subject line if E-mail is used. Comment is requested 
with respect to any competitive burdens that might result from the 
adoption of any of the rule proposals. All comments will be considered 
by the Commission in complying with its responsibility under section 
23(a) of the Exchange Act.91 Comments received will be available 
for inspection and copying in the Commission's public reference room, 
450 Fifth Street, NW., Washington, DC. 20549. Electronically submitted 
comment letters will be posted on the Commission's Internet web site 
(http://www.sec.gov).
---------------------------------------------------------------------------

    \91\ 15 U.S.C. 78w(a).
---------------------------------------------------------------------------

V. Cost-Benefit Analysis

    Commenters are requested to address the costs and benefits of the 
rule proposals, and to provide any available support for such views, in 
order to aid the Commission in its own evaluation of their costs and 
benefits. It is anticipated that the proposed rule changes will not 
impose significant costs on filers, since the proposals generally are 
codifications and/or clarifications of current filing practices. The 
benefit of the proposals would be to clarify existing rules and make 
the filing community at large more aware of current practices and 
interpretations.

VI. Summary of Regulatory Flexibility Act Certification

    Pursuant to section 605(b) of the Regulatory Flexibility Act, 5 
U.S.C. 605(b), the Chairman of the Commission has certified that the 
amendments proposed herein would not, if adopted, have a significant 
economic impact on a substantial number of small entities. This 
certification, including a statement of the factual basis therefor, is 
attached to this release as Appendix A.

VII. Paperwork Reduction Act

    The staff has consulted with the Office of Management and Budget 
(``OMB'') and has submitted the proposals for review in accordance with 
the Paperwork Reduction Act of 1995 (``the Act'')(44 U.S.C. 3501 et 
seq.). It is anticipated that the proposals would add 100 burden hours 
annually, attributable to the information collection requirements of 
proposed Form DF.92 These burden hours would be derived from 500 
respondents per year dedicating two-tenths of an hour to prepare each 
response on the form.
---------------------------------------------------------------------------

    \92\ The information collection will be entitled ``Form DF.''
---------------------------------------------------------------------------

    The Commission solicits comment: Concerning whether the proposed 
information collection on Form DF is necessary; on the accuracy of the 
Commission's estimates of the burden of proposed Form DF; on the 
quality, utility and clarity of the information to be collected; on how 
the burden of collection of information on those who are to respond, 
including through the use of automated collection techniques or other 
forms of information technology, may be minimized.
    Persons desiring to submit comments on the collection of 
information requirements should direct them to the Office of Management 
and Budget, Attention: Desk Officer for the Securities and Exchange 
Commission, Office of Information and Regulatory Affairs, Washington, 
DC 20503, and should also send a copy of their comments to Jonathan G. 
Katz, Secretary, Securities and Exchange Commission, 450 Fifth Street, 
N.W., Washington, DC 20549, with reference to File No. S7-6-96. the 
Office of Management and Budget is required to make a decision 
concerning the collection of information between 30 and 60 days after 
publication, so a comment to OMB is best assured of having its full 
effect if OMB receives it within 30 days of publication.

VIII. Statutory Basis

    The rule amendments outlined above 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 35(A) of the Exchange Act, sections 3, 5, 6, 
7, 10, 12, 13, 14, 17 and 20 of the Public Utility Holding Company Act 
of 1935,93 Section 319 of the Trust Indenture Act of 1939,94 
and Sections 8, 30, 31 and 38 of the Investment Company Act of 
1940.95
---------------------------------------------------------------------------

    \93\ 15 U.S.C. 79a et seq.
    \94\ 15 U.S.C. 77aaa et seq.
    \95\ 15 U.S.C. 80a-1 et seq.
---------------------------------------------------------------------------

List of Subjects in 17 CFR Parts 200, 228, 229, 230, 232, 239, 240, 
and 249

    Registration requirements, Reporting and recordkeeping 
requirements, Securities.

Text of the Proposals

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

PART 200--ORGANIZATION; CONDUCT AND ETHICS; AND INFORMATION AND 
REQUESTS

    1. The authority citation for Part 200 continues to read as 
follows:
    Authority: 15 U.S.C. 77s, 78d-1, 78d-2, 78w, 78ll(d), 79t, 
77sss, 80a-37, 80b-11, unless otherwise noted.
* * * * *


Sec. 200.30-1  [Amended]

    2. By amending Sec. 200.30-1 by removing paragraph (m).


Sec. 200.30-5  [Amended]

    3. By amending Sec. 200.30-5 by removing paragraph (j) and by 
redesignating paragraphs (k) and (l) as paragraphs (j) and (k).

PART 228--INTEGRATED DISCLOSURE SYSTEM FOR SMALL BUSINESS ISSUERS

    4. 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.

[[Page 65447]]

    5. By amending Sec. 228.601 by revising the second sentence of 
instruction 3 to paragraph (a), by designating the note to paragraph 
(c)(1)(ii) as ``Note 1 to paragraph (c)(1)(ii)'', by adding Note 2 to 
paragraph (c)(1)(ii), by revising paragraph (c)(1)(v), and by adding a 
note to paragraph (c)(2)(iii) to read as follows:


Sec. 228.601  (Item 601) Exhibits.

    (a) * * *

Instructions to Item 601(a)

* * * * *
    (3) * * * Whenever an electronic confirming copy of an exhibit 
is filed pursuant to a hardship exemption (Sec. 232.201 or 
Sec. 232.202(d) of this chapter), the exhibit index should specify 
where the confirming electronic copy can be located; in addition, 
the designation ``CE'' (confirming electronic) should be placed next 
to the listed exhibit in the exhibit index.
    (c) Financial Data Schedule (1) General. * * *
    (ii) * * *

    Note 2 to paragraph (c)(1)(ii): Issuers of asset-backed 
securities (as that term is defined in the general instructions to 
Form S-3 (Sec. 239.13 of this chapter), except that they need not be 
investment grade) that are not required to file financial statements 
with the Commission in their Securities Act registration statements 
or their reports filed pursuant to sections 13(a) or 15(d) of the 
Exchange Act are not required to submit a Financial Data Schedule in 
connection with those filings.
* * * * *
    (v) A Financial Data Schedule shall be submitted only in electronic 
format. Where a registrant submits a filing, otherwise required to 
include a Financial Data Schedule, in paper pursuant to a hardship 
exemption under Rule 201 or Rule 202(d) of Regulation S-T (Sec. 232.201 
or Sec. 232.202(d) of this chapter, respectively), the Financial Data 
Schedule shall not be included with the paper filing, but shall be 
included with the required confirming electronic copy.
* * * * *
    (2) Format and presentation of Financial Data Schedule. * * *
    (iii) * * *

    Note to paragraph (c)(2)(iii): A registrant is not required to 
restate prior Financial Data Schedules for a recapitalization that 
is in the form of a stock split or reverse stock split, provided 
that the  tag for the period in which the stock split occurs 
includes a footnote indicating that a stock split has occurred and 
its effective date, and that prior Financial Data Schedules have not 
been restated for the recapitalization.
* * * * *

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

    6. 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.
* * * * *
    7. By amending Sec. 229.601 by revising the second sentence of 
instruction 4 of ``Instructions to Item 601'', by designating the note 
to paragraph (c)(1)(ii) as ``Note 1 to paragraph (c)(1)(ii)'', by 
adding Note 2 to paragraph (c)(1)(ii), by revising paragraph (c)(1)(v), 
and by adding a note to paragraph (c)(2)(iii) to read as follows:


Sec. 229.601  (Item 601) Exhibits.

    (a) * * *

Instructions to Item 601

* * * * *
    (4) * * * Whenever an electronic confirming copy of an exhibit 
is filed pursuant to a hardship exemption (Sec. 232.201 or 
Sec. 232.202(d) of this chapter), the exhibit index should specify 
where the confirming electronic copy can be located; in addition, 
the designation ``CE'' (confirming electronic) should be placed next 
to the listed exhibit in the exhibit index.
* * * * *
    (c) Financial Data Schedule (1) General. * * *
    (ii) * * *

    Note 2 to paragraph (c)(1)(ii): Issuers of asset-backed 
securities (as that term is defined in the general instructions to 
Form S-3 (Sec. 239.13 of this chapter), except that they need not be 
investment grade) that are not required to file financial statements 
with the Commission in their Securities Act registration statements 
or their reports filed pursuant to sections 13(a) or 15(d) of the 
Exchange Act are not required to submit a Financial Data Schedule in 
connection with those filings.
* * * * *
    (v) A Financial Data Schedule shall be submitted only in electronic 
format. Where a registrant submits a filing, otherwise required to 
include a Financial Data Schedule, in paper pursuant to a hardship 
exemption under Rule 201 or Rule 202(d) of Regulation S-T (Sec. 232.201 
or Sec. 232.202(d) of this chapter, respectively), the Financial Data 
Schedule shall not be included with the paper filing, but shall be 
included with the required confirming electronic copy.
* * * * *
    (2) Format and presentation of financial data schedule. * * *
    (iii) * * *

    Note to paragraph (c)(2)(iii): A registrant is not required to 
restate prior Financial Data Schedules for a recapitalization that 
is in the form of a stock split or reverse stock split, provided 
that the  tag for the period in which the stock split occurs 
includes a footnote indicating that a stock split has occurred and 
its effective date, and that prior Financial Data Schedules have not 
been restated for the recapitalization.
* * * * *

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

    8. 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, 
78d, 78l, 78m, 78n, 78o, 78w, 78ll(d), 79t, 80a-8, 80a-29, 80a-30, 
and 80a-37, unless otherwise noted.
* * * * *
    9. By amending Sec. 230.405 by revising the definition of 
``electronic filer'' to read as follows:


Sec. 230.405  Definitions of terms.

* * * * *
    Electronic filer. The term electronic filer means a person or an 
entity that submits filings electronically pursuant to Rules 100 and 
101 of Regulation S-T (Secs. 232.100 and 232.101 of this chapter, 
respectively).
* * * * *

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

    10. 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.

    11. By amending Sec. 232.10 by revising the note following 
paragraph (b) to read as follows:


Sec. 232.10  Application of Part 232.

* * * * *
    Note: The Commission strongly urges any person or entity about 
to become subject to the disclosure and filing requirements of the 
federal securities laws to submit a Form ID well in advance of the 
first required filing, including a registration statement relating 
to an initial public offering, in order to facilitate electronic 
filing on a timely basis.

    12. By amending Sec. 232.11 by revising paragraphs (e) and (m) to 
read as follows:

[[Page 65448]]

Sec. 232.11  Definition of terms used in part 232.

* * * * *
    (e) Electronic filer. The term electronic filer means a person or 
an entity that submits filings electronically pursuant to Rules 100 and 
101 of Regulation S-T (Secs. 232.100 and 232.101, respectively).
* * * * *
    (m) Official filing. The term official filing means any filing that 
is received and accepted by the Commission, regardless of filing 
medium.
* * * * *
    13. By amending Sec. 232.13 by revising the introductory text of 
paragraph (a)(1), by adding paragraph (a)(4) before the Note, by 
redesignating correct paragraphs (b) and (c) as paragraphs (c) and (b), 
and by removing paragraph (d) to read as follows:


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

    (a) General. (1) Unless otherwise provided in this section or in 
Rule 14 of Regulation S-T (Sec. 232.14 of this chapter), the business 
day on which a filing is received by the Commission shall be the date 
of filing thereof, if:
* * * * *
    (4) 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 shall file the document with the Commission 
before or on the date the document is first published, furnished, sent 
or given to security holders and others; provided, however, that if it 
is impracticable to file such materials electronically between the 
hours of 8 a.m. and 5:30 p.m. Eastern time on a business day of the 
Commission, the electronic filer may file as soon as reasonably 
practicable, but no later than 5:30 p.m. Eastern time, 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.
* * * * *
    14. By adding Sec. 232.14 to read as follows:


Sec. 232.14  Notification of delayed filing.

    (a) Notification of delayed filing. Where an electronic filer in 
good faith attempts to file in a timely manner a report or schedule 
pursuant to sections 13(a), 13(d), 13(g), 15(d) or 16(a) of the 
Exchange Act (15 U.S.C. 78m(a), 78m(d), 78m(g), 78o(d) or 78p(a)), but 
is unable to do so because of unanticipated technical difficulties 
beyond the filer's control, the report or schedule shall be deemed 
timely filed if:
    (1) It is filed electronically no later than two business days 
following the applicable due date; and
    (2) A Form DF (Sec. 249.448 of this chapter) is filed 
electronically no later than the date the report or schedule is filed.
    (b) Form DF shall be filed only in electronic format and may not be 
filed in paper pursuant to a hardship exemption under Sec. 232.201 or 
Sec. 232.202.
    (c) A registrant will not be eligible to use any registration 
statement form under the Securities Act the use of which is predicated 
on timely filed reports until the subject report and Form DF are 
electronically filed pursuant to paragraph (a) of this section.
    15. By adding Sec. 232.100, following the undesignated heading 
``Electronic Filing Requirements'' to read as follows:


Sec. 232.100  Persons and entities subject to mandated electronic 
filing.

    The following persons or entities shall be subject to the 
electronic filing requirements of this Part 232:
    (a) Registrants whose filings are subject to review by the Division 
of Corporation Finance, except for foreign private issuers and foreign 
governments;
    (b) Registrants whose filings are subject to review by the Division 
of Investment Management; and
    (c) Any party (including natural persons, foreign private issuers 
and foreign governments) that files a document jointly with, or as a 
third party filer with respect to, a registrant that is subject to 
mandated electronic filing requirements.
    16. By amending Sec. 232.101 by revising paragraphs (a)(1)(ii), 
(a)(1)(iii), (a)(1)(iv), (a)(2)(ii), (b)(1), (c)(6) and (c)(8), by 
removing paragraph (c)(20), and by adding paragraph (d) to read as 
follows:


Sec. 232.101  Mandated electronic submissions and exceptions.

    (a) Mandated electronic submissions. (1) * * *
    (ii) Statements and applications filed with the Commission pursuant 
to the Trust Indenture Act (15 U.S.C. 77aaa, et seq.), other than 
applications for exemptive relief filed pursuant to section 304 (15 
U.S.C. 77ddd) and Section 310 (15 U.S.C. 77jjj) of that Act;
    (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, 78n and 78o(d)), except Form 13F (Sec. 249.325 of this chapter), 
and proxy materials required to be furnished for the information of the 
Commission in connection with annual reports on Form 10-K (Sec. 249.310 
of this chapter) or Form 10-KSB (Sec. 249.310b of this chapter) filed 
pursuant to section 15(d) of the Exchange Act.

    Note to paragraph (a)(1)(iii). Domestic electronic filers are 
restricted from filing Schedules 13D and 13G with respect to foreign 
private issuers because EDGAR requires an IRS tax identification 
number to be inserted for the subject company as a prerequisite to 
acceptance of the filing. Such filings should be made in paper 
pending future system enhancements.

    (iv) Documents filed with the Commission pursuant to sections 8, 
17, 20, 23(c), 24(e), 24(f), and 30 of the Investment Company Act (15 
U.S.C. 80a-8, 80a-17, 80a-20, 80a-23(c), 80a-24(e), 80a-24(f) and 80a-
29); provided, however, that submissions under section 6(c), 8(f) or 
17(g) of that 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 that Act, shall not be made in electronic format; and
* * * * *
    (2) * * *
    (ii) The first electronic amendment to a paper format Schedule 13D 
(Sec. 240.13d-101 of this chapter) or Schedule 13G (Sec. 240.13d-102 of 
this chapter), shall restate the entire text of the Schedule 13D or 
13G, but previously filed paper exhibits to such Schedules are not 
required to be restated electronically. See Rule 102 (Sec. 232.102) 
regarding amendments to exhibits previously filed in paper format. 
Notwithstanding the foregoing, if the sole purpose of filing the first 
electronic Schedule 13D or 13G amendment is to report a change in 
beneficial ownership that would terminate the filer's obligation to 
report, the amendment need not include a restatement of the entire text 
of the Schedule being amended.
* * * * *
    (b) * * *
    (1) Annual reports to security holders furnished for the 
information of the Commission pursuant to Rule 14a-3(c) (Sec. 240.14a-
3(c) of this chapter) or Rule 14c-3(b) (Sec. 240.14c-3(b) of this 
chapter), or pursuant to the requirements of Form 10-K or Form 10-KSB 
filed by registrants pursuant to section 15(d) of the Exchange Act.
* * * * *
    (c) * * *
    (6) Applications for exemptive relief filed pursuant to Sections 
304 and 310 of the Trust Indenture Act.
* * * * *

[[Page 65449]]

    (8) Filings relating to offerings exempt from registration under 
the Securities Act, including filings made pursuant to Regulation A 
(Secs. 230.251-230.263 of this chapter), Regulation D (Secs. 230.501-
230.506 of this chapter) and Regulation E (Secs. 230.601-230.610a 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).
* * * * *
    (d) Paper Copies of Electronic Filings. Electronic filers, 
including third party filers, shall submit to the Commission a paper 
copy of their first electronic filing, as follows:
    (1) The paper copy shall be either a document that meets the 
requirements of the applicable Commission rules and regulations for 
paper filings or a paper printout of the electronic filing. If the copy 
being submitted is the paper printout of the electronic filing, the 
header information specified in the EDGAR Filer Manual shall be omitted 
or blanked out to ensure that confidential information contained in the 
header remains non-public.
    (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 101(d) OF 
REGULATION S-T.
    (3) Signatures are not required for paper format documents 
submitted pursuant to paragraph (d) of this section.
    17. By amending Sec. 232.102 by revising the last sentence of 
paragraph (d) to read as follows:


Sec. 232.102  Exhibits.

* * * * *
    (d) * * * Whenever an electronic confirming copy of an exhibit is 
filed pursuant to a hardship exemption (Sec. 232.201 or 
Sec. 232.202(d)), the exhibit index should specify where the confirming 
electronic copy can be located; in addition, the designation ``CE'' 
(confirming electronic) should be placed next to the listed exhibit in 
the exhibit index.
* * * * *
    18. By amending Sec. 232.201 by designating the note following 
paragraph (b) as Note 1 and by adding Note 2 to read as follows:


Sec. 232.201  Temporary hardship exemption.

* * * * *
    (b) * * *

    Note 2. If the exemption relates to an exhibit only, the 
requirement to submit a confirming electronic copy shall be 
satisfied by refiling the exhibit in electronic format in an 
amendment to the filing to which it relates. The amendment should 
note that the purpose of the amendment is to add an electronic copy 
of an exhibit previously filed in paper pursuant to a temporary 
hardship exemption.

    19. By amending Sec. 232.202 by revising paragraph (d) before the 
note, designating the note as Note 1 and adding Note 2 and Note 3 to 
read as follows:


Sec. 232.202  Continuing hardship exemption.

* * * * *
    (d) If a continuing hardship exemption is granted for a limited 
time period, the grant may be conditioned upon the filing of the 
document or group of documents that is the subject of the exemption in 
electronic format upon the expiration of the period for which the 
exemption is granted. The electronic format version shall contain the 
following statement in capital letters at the top of the first page of 
the document:

THIS DOCUMENT IS A COPY OF THE (SPECIFY DOCUMENT) FILED ON (DATE) 
PURSUANT TO A RULE 202(d) CONTINUING HARDSHIP EXEMPTION
* * * * *
    Note 2. If the exemption relates to an exhibit only and a 
confirming electronic copy of the exhibit is required to be 
submitted, the exhibit should be refiled in electronic format in an 
amendment to the filing to which it relates. The amendment should 
note that the purpose of the amendment is to add an electronic copy 
of an exhibit previously filed in paper pursuant to a continuing 
hardship exemption.
    Note 3. Failure to submit a required confirming electronic copy 
of a paper filing made in reliance on a continuing hardship 
exemption granted pursuant to paragraph (d) of this section will 
result in ineligibility to use Forms S-2, S-3, S-8, F-2 and F-3 
(see, Secs. 239.12, 239.13, 239.16b, 239.32 and 239.33, 
respectively), restrict incorporation by reference of the document 
submitted in paper (see Rule 303 of Regulation S-T (Sec. 232.303), 
and toll certain time periods associated with tender offers (see 
Rule 13e-4(f)(12) (Sec. 240.13e-4(f)(12)) and Rule 14e-1(e) 
(240.14e-1(e))).

    20. By amending Sec. 232.303 by revising paragraph (a)(2) and 
paragraph (b) to read as follows:


Sec. 232.303  Incorporation by reference.

    (a) * * *
    (2) Any document filed in paper pursuant to a hardship exemption 
for which a required confirming electronic copy has not been submitted.
* * * * *
    (b) If any portion of the annual or quarterly report to security 
holders is incorporated by reference into any electronic filing, such 
portion of the annual or quarterly report to security holders shall be 
filed in electronic format as an exhibit to the filing, as required by 
Item 601(b)(13) of Regulation S-K and Item 601(b)(13) of Regulation S-
B. This requirement shall not apply to incorporation by reference by an 
investment company from an annual or quarterly report to security 
holders.
    21. By amending Sec. 232.304 by revising paragraph (b)(2) and 
paragraph (d), to read as follows:


Sec. 232.304  Graphic, image and audio information.

* * * * *
    (b)(1) * * *
    (2) Narrative descriptions, tabular representations or transcripts 
of graphic, image and audio material included in an electronic filing 
or appendix thereto also shall be deemed part of the filing. However, 
to the extent such descriptions, representations or transcripts 
represent a good faith effort to fairly and accurately describe omitted 
graphic, image or audio material, they shall not be subject to the 
liability and anti-fraud provisions of the federal securities laws.
* * * * *
    (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), and the line graph 
that is to appear in registrant annual reports to security holders or 
prospectuses, as required by paragraph (b) of Item 5A of Form N-1A 
(Sec. 274.11A 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 
paragraph (a) of this section and the formatting requirements of the 
EDGAR Filer Manual.
    22. By revising Sec. 232.307 and its section heading to read as 
follows:


Sec. 232.307  Bold face type.

    Provisions requiring presentation of information in bold face type 
shall be satisfied in an electronic format

[[Page 65450]]

document by presenting such information in capital letters.
    23. By amending Sec. 232.311 by adding paragraph (i) to read as 
follows:


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

* * * * *
    (i) Computational materials filed as an exhibit to Form 8-K 
(Sec. 249.308) by issuers of an ``asset-backed security,'' as that term 
is defined in General Instruction I.B.5 of Form S-3 (Sec. 239.13 of 
this chapter).
    24. By adding an undesignated heading and Sec. 232.601, to read as 
follows:

FOREIGN PRIVATE ISSUERS AND FOREIGN GOVERNMENTS


Sec. 232.601  Foreign private issuers and foreign governments.

    (a) Foreign private issuers and foreign governments shall not be 
subject to the mandated electronic filing requirements of this part 
232, except that a document filed either jointly with, or with respect 
to, a registrant that is subject to mandated electronic filing shall be 
filed in electronic format. See Rule 100 of Regulation S-T 
(Sec. 232.100).
    (b) Foreign private issuers and foreign governments may choose to 
file electronically any document not required to be so filed to the 
extent that an appropriate form type is available, as identified by the 
EDGAR Filer Manual.
    (c) Notwithstanding any provision of this part 232, if a foreign 
private issuer engages in an exchange offer, merger or other business 
combination transaction with a domestic registrant and the foreign 
private issuer files a Securities Act registration statement with 
respect to the transaction, the registration statement and all other 
documents relating to the transaction may be filed in paper, provided 
that the domestic registrant will not be subject to the reporting 
requirements of the Exchange Act at the conclusion of the transaction.


Secs. 232.901, 232.902 and 232.903 and Undesignated heading  [Removed 
and renewed

    25. By removing and reserving Secs. 232.901, 232.902 and 232.903 
and the undesignated heading ``Transition to Electronic Filing''.

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

    26. 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.
* * * * *
    27. By amending Form S-2 (referenced in Sec. 239.12) by revising 
general instruction I.H.(1) to read as follows:

    Note: The text of Form S-2 does not, and the amendment thereto 
will not, appear in the Code of Federal Regulations

FORM S-2

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

* * * * *

GENERAL INSTRUCTIONS

* * * * *

I. Eligibility Requirements for Use of Form S-2

* * * * *

H. Electronic filings. * * *

    (1) all required electronic filings, including confirming 
electronic copies of documents submitted in paper pursuant to a 
hardship exemption as provided by Rule 201 or Rule 202(d) of 
Regulation S-T (Sec. 232.201 or Sec. 232.202(d) of this chapter); 
and,
* * * * *
    28. By amending Form S-3 (referenced in Sec. 239.13) by revising 
general instruction I.A.8.(1) to read as follows:

    Note: The text of Form S-3 does not, and the amendment thereto 
will not, appear in the Code of Federal Regulations

FORM S-3

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

GENERAL INSTRUCTIONS

* * * * *

I. Eligibility Requirements for Use of Form S-3

* * * * *
    A. Registrant Requirements. * * *
    8. Electronic filings. * * *
    (1) all required electronic filings, including confirming 
electronic copies of documents submitted in paper pursuant to a 
hardship exemption as provided by Rule 201 or Rule 202(d) of 
Regulation S-T (Sec. 232.201 or Sec. 232.202(d) of this chapter); 
and,
* * * * *
    29. By amending Form S-8 (referenced in Sec. 239.16b) by revising 
general instruction A.3.(1) to read as follows:

    Note: The text of Form S-8 does not, and the amendment thereto 
will not, appear in the Code of Federal Regulations

FORM S-8

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

* * * * *

A. Rule as to Use of Form S-8. * * *

    3. Electronic filings. * * *
    (1) all required electronic filings, including confirming 
electronic copies of documents submitted in paper pursuant to a 
hardship exemption as provided by Rule 201 or Rule 202(d) of 
Regulation S-T (Sec. 232.201 or Sec. 232.202(d) of this chapter); 
and,

    30. By amending Form F-2 (referenced in Sec. 239.32) by revising 
general instruction I.H to read as follows:

    Note: The text of Form F-2 does not, and the amendment thereto 
will not, appear in the Code of Federal Regulations

FORM F-2

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

* * * * *

A. Eligibility Requirements for Use of Form F-2 * * *

    H. Electronic filings. In addition to satisfying the foregoing 
conditions, a registrant subject to the electronic filing 
requirements of Rule 101 of Regulation S-T (Secs. 232.101 of this 
chapter) shall have filed with the Commission all required 
electronic filings, including confirming electronic copies of 
documents submitted in paper pursuant to a hardship exemption as 
provided by Rule 201 or Rule 202(d) of Regulation S-T (Sec. 232.201 
or Sec. 232.202(d) of this chapter).
* * * * *
    31. By amending Form F-3 (referenced in Sec. 239.33) by revising 
general instruction I.A.6 to read as follows:

    Note: The text of Form F-3 does not, and the amendment thereto 
will not, appear in the Code of Federal Regulations

FORM F-3

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

* * * * *

I. Eligibility Requirements for Use of Form F-3 * * *

    A. Registrant requirements * * *
    6. Electronic filings. In addition to satisfying the foregoing 
conditions, a registrant subject to the electronic filing 
requirements of Rule 101 of Regulation S-T (Secs. 232.101 of this 
chapter) shall have filed with the Commission all required 
electronic filings, including confirming electronic copies of 
documents submitted in paper pursuant to a hardship exemption as 
provided by Rule 201 or Rule 202(d) of Regulation S-T (Sec. 232.201 
or Sec. 232.202(d) of this chapter).
* * * * *

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

    32. 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, 78f, 78i, 78j, 78k, 78k-1, 78l, 78m, 
78n, 78o, 78p, 78q, 78s, 78w, 78x, 78ll(d), 79q,

[[Page 65451]]

79t, 80a-20, 80a-23, 80a-29, 80a-37, 80b-3, 80b-4 and 80b-11, unless 
otherwise noted.
* * * * *
    33. By amending Sec. 240.0-1 by revising paragraph (a)(5) to read 
as follows:


Sec. 240.0-1  Definitions.

    (a) * * *
    (5) The term electronic filer means a person or an entity that 
submits filings electronically pursuant to Rules 100 and 101 of 
Regulation S-T (Secs. 232.100 and 232.101 of this chapter, 
respectively).
* * * * *
    34. By amending Sec. 240.12b-25 by revising the section heading and 
last sentence of paragraph (g) to read as follows:


Sec. 240.12b-25  Notification of inability to timely file all or any 
required portion of a Form 10-K, 10-KSB, 10-Q, 10-QSB, 20-F, 11-K, or 
N-SAR.

* * * * *
    (g) * * * Filers unable to submit a report in electronic format 
within the time period prescribed solely due to difficulties with 
electronic filing should comply with Rule 14 (Sec. 232.14 of this 
chapter), Rule 201 or Rule 202 of Regulation S-T (Sec. 232.201 and 
Sec. 232.202 of this chapter), or apply for an adjustment of filing 
date pursuant to Rule 13(c) of Regulation S-T (Sec. 232.13(c) of this 
chapter).
    35. 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 of this chapter) or Schedule 13G (Sec. 240.13d-102 of 
this chapter) shall restate the entire text of the Schedule 13D or 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 
previously filed in paper format. Notwithstanding the foregoing, if the 
sole purpose of filing the first electronic Schedule 13D or 13G 
amendment is to report a change in beneficial ownership that would 
terminate the filer's obligation to report, the amendment need not 
include a restatement of the entire text of the Schedule being amended.
    36. By amending Sec. 240.13e-4 by revising the last sentence of 
paragraph (f)(12) to read as follows:


Sec. 240.13e-4  Tender offers by issuers.

* * * * *
    (f) * * *
    (12) * * * If such documents were filed in paper pursuant to a 
hardship exemption (see Sec. 232.201 and Sec. 232.202 of this chapter), 
the minimum offering periods shall be tolled for any period during 
which a required confirming electronic copy of such Schedule and tender 
offer material is delinquent.
* * * * *
    37. By amending Sec. 240.14e-1 by revising the last sentence of 
paragraph (e) to read as follows:


Sec. 240.14e-1  Unlawful tender offer practices.

* * * * *
    (e) * * * If such documents were filed in paper pursuant to a 
hardship exemption (see Sec. 232.201 and Sec. 232.202 of this chapter), 
the minimum offering periods shall be tolled for any period during 
which a required confirming electronic copy of such Schedule and tender 
offer material is delinquent.

PART 249--FORMS, SECURITIES EXCHANGE ACT OF 1934

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

    Authority: 15 U.S.C. 78a, et seq., unless otherwise noted;
* * * * *
    39. By amending Form 12b-25 (referenced in Sec. 249.322) by 
revising general instruction 5 to read as follows:

Form 12b-25

NOTIFICATION OF LATE FILING

* * * * *

GENERAL INSTRUCTIONS

* * * * *
    5. Electronic Filers. This form shall not be used by electronic 
filers unable to timely file a report solely due to electronic 
difficulties. Filers unable to submit a report in electronic format 
within the time period prescribed solely due to difficulties with 
electronic filing should comply with Rule 14 (Sec. 232.14 of this 
chapter), Rule 201 or Rule 202 of Regulation S-T (Sec. 232.201 and 
Sec. 232.202 of this chapter), or apply for an adjustment of filing 
date pursuant to Rule 13(c) of Regulation S-T (Sec. 232.13(c) of 
this chapter).

    40. By adding Sec. 249.448 to Subpart D to read as follows:


Sec. 249.448  Form DF--Notification of delayed filing pursuant to Rule 
13(d) of Regulation S-T

    This form shall be filed in connection with a delayed electronic 
filing, as provided by Rule 13(d) of Regulation S-T (Sec. 232.13(d) of 
this chapter), to preserve the timeliness of filing of reports or 
schedules filed pursuant to sections 13(a), 13(d), 13(g), 15(d) and 
16(a) of the Exchange Act (15 U.S.C. 78m(a), 78m(d), 78m(g), 78o(d) or 
78p(a)), which, notwithstanding good faith efforts, are not filed in a 
timely manner because of technical difficulties beyond the electronic 
filer's control.
    41. By adding Form DF (referenced in Sec. 249.448), to read as 
follows:

    Note: The text of Form DF will not appear in the Code of Federal 
Regulations

FORM DF

NOTIFICATION OF DELAYED FILING PURSUANT TO RULE 14 OF REGULATION S-T

----------------------------------------------------------------------
Exact name of registrant as specified in charter

----------------------------------------------------------------------
Registrant CIK Number

----------------------------------------------------------------------
Report or schedule with respect to which this form is being filed 
(include period of report)

----------------------------------------------------------------------
SEC File Number, if available

----------------------------------------------------------------------
Name of person filing the document (if other than the registrant)

Reasons for the delay:-------------------------------------------------

----------------------------------------------------------------------

    The registrant (or person filing the report or schedule if other 
than the registrant) hereby certifies that it made good faith 
attempts to electronically file the document identified above in a 
timely manner, but that the filing was delayed due to technical 
difficulties beyond its control. The registrant undertakes to file 
the document electronically no later than two business days 
following the applicable due date.

SIGNATURES

    Filings made by the registrant:
    The registrant has duly caused this form to be signed on its 
behalf by the undersigned, thereunto duly authorized, in the city of 
____________, state of ________, Dated ________, 19______.

----------------------------------------------------------------------
(Registrant)

By:--------------------------------------------------------------------
    (Name and title)

    Filings made by person other than the registrant:
    After reasonable inquiry and to the best of my knowledge and 
belief, I certify on ______, 19____, that the information set forth 
in this statement is true and complete.

By:--------------------------------------------------------------------
(Name and title)
GENERAL INSTRUCTIONS TO FORM DF
I. Use of Form DF
    This form may be filed in connection with a report or schedule 
filed pursuant to Section 13(a), 13(d), 13(g), 15(d) or 16(a) of the 
Securities Exchange Act of 1934 which, despite good faith efforts, 
could not be submitted electronically in a timely manner because of 
technical difficulties beyond the control of the filer. Rule 14 of 
Regulation S-T (17 CFR

[[Page 65452]]

232.13(d) of this chapter). Form DF shall be filed only in electronic 
format. The report or schedule will be deemed timely filed if it is 
filed electronically no later than two business days following the 
applicable due date and this Form DF is filed electronically no later 
than the date the report or schedule is filed. If either of these 
conditions are not satisfied, the report or schedule will not be deemed 
timely filed.
II. Preparation and filing of Form DF
    Form DF should be submitted electronically as a separate filing, as 
outlined in the EDGAR Filer Manual, and not as a cover sheet to the 
report or schedule.
    Potential persons who are to respond to the collection of 
information contained in this form are not required to respond unless 
the form displays a currently valid OMB control number.

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

    42. 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.

    43. By amending Sec. 260.0-2 by revising paragraph (g) to read as 
follows:


Sec. 260.0-2  Definitions of terms used in the rules and regulations.

* * * * *
    (g) Electronic filer. The term electronic filer means a person or 
an entity that submits filings electronically pursuant to Rules 100 and 
101 of Regulation S-T (Secs. 232.100 and 232.101 of this chapter, 
respectively).
* * * * *
    Dated: December 6, 1996.

By the Commission.
Margaret H. McFarland,
Deputy Secretary.

Appendix A

    [Note: This appendix will not appear in the Code of Federal 
Regulations

Regulatory Flexibility Act Certification

    I, Arthur Levitt, Chairman of the Securities and Exchange 
Commission, hereby certify, pursuant to 5 U.S.C. 605(b), that the 
proposed amendments to Rule 200.30-1, Rule 200.30-5, Item 601(c) of 
Regulation S-B and Regulation S-K, Rule 405 of Regulation C, Rules 
10, 11, 13, 101, 102, 201, 202, 303, 304, 307 and 311 of Regulation 
S-T, Forms S-2, S-3, S-8, F-2 and F-3 under the Securities Act of 
1933 (``Securities Act''), Rule 0-1, Rule 12b-25, Rule 13d-2, Rule 
13e-4, Schedule 14A, Rule 14e-1, and Form 12b-25 under the 
Securities Exchange Act of 1934 (``Exchange Act''), and Rule 0-2 
under the Trust Indenture Act of 1939, the addition of new Rules 14, 
100 and 601 to Regulation S-T, and new Form DF, and the elimination 
of the electronic filing transition rules found in Rules 901, 902 
and 903 of Regulation S-T, as set forth in Securities Act Release 
Number 7369, if adopted, would not have a significant economic 
impact on a substantial number of small entities.
    The proposed rule amendments generally would have no economic 
impact on small entities because they would codify existing 
interpretations and practices relating to the preparation, filing 
and processing of electronic documents via the Commission's 
Electronic Data Gathering, Analysis and Retrieval (``EDGAR'') 
system. Other changes would effect only technical corrections to 
current rules and similarly would not result in an economic impact 
on small entities.
    One noteworthy proposed change is the addition of Form DF and 
related rules that would allow electronic filers to act on their own 
to preserve the timeliness of certain Exchange Act reports that are 
electronically filed late because of unanticipated technical 
difficulties beyond their control. Currently, if electronic 
documents are filed late under such circumstances, filers must 
petition the staff in writing for a filing date adjustment. This 
petition generally takes the form of a letter to the staff 
explaining the factual and legal basis in support of the request. 
The staff then processes the application and grants or denies the 
request pursuant to delegated authority. In the first eight months 
of 1996, approximately 24 Exchange Act reporting companies with 
assets of $5 million or less applied for and received a filing date 
adjustment for a late Exchange Act report. The proposals would 
eliminate the need for staff intervention in most similar cases in 
the future, resulting in greater certainty of treatment for filers 
and time savings for the staff. However, while the burden of 
consultation with the staff would be eliminated, a one-page document 
would still need to be prepared and filed with the Commission. The 
estimated time required to prepare this document is 10 to 15 
minutes. In sum, while both filers and the staff would benefit from 
the adoption of this procedure, the economic impact of the proposed 
procedure would be roughly equivalent to the current practice.

    Dated: December 5, 1996.
Arthur Levitt,
Chairman.
[FR Doc. 96-31499 Filed 12-11-96; 8:45 am]
BILLING CODE 8010-01-P