[Federal Register Volume 62, Number 130 (Tuesday, July 8, 1997)]
[Rules and Regulations]
[Pages 36450-36459]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 97-17660]


=======================================================================
-----------------------------------------------------------------------

SECURITIES AND EXCHANGE COMMISSION

17 CFR Parts 200, 228, 229, 230, 232, 239, 240 and 260

[Release Nos. 33-7427; 34-38798; 39-2355; IC-22730; File No. S7-28-96]
RIN 3235-AG96


Rulemaking for the EDGAR System

AGENCY: Securities and Exchange Commission.

ACTION: Final rules.

-----------------------------------------------------------------------

SUMMARY: The Securities and Exchange Commission (``Commission'') today 
adopts a number of amendments to its

[[Page 36451]]

rules governing the submission of filings and other documents through 
the Electronic Data Gathering, Analysis, and Retrieval (``EDGAR'') 
system. These amendments reflect the Commission's experience with the 
EDGAR system as well as the close of the initial phase-in stage of the 
EDGAR project.

EFFECTIVE DATE: These rule changes will become effective on August 7, 
1997.

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 adopts 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 of 
Regulation S-B and Regulation S-K,3 Rule 405 of Regulation 
C,4 Rules 10,5 11,6 101,7 
102,8 201,9 202,10 303,11 
304,12 30713 and 311 14 of Regulation 
S-T,15 Forms S-2,16 S-3,17 S-
8,18 F-219 and F-3 20 under the 
Securities Act of 1933 (``Securities Act''),21 Rule 0-
1,22 Rule 13d-2,23 Rule 13e-4,24 
Schedule 14A,25 and Rule 14e-1 26 under the 
Securities Exchange Act of 1934 (``Exchange Act''),27 and 
Rule 0-2 28 under the Trust Indenture Act of 
1939.29 The Commission also is adding new Rules 100 and 601 
to Regulation S-T, and eliminating Rules 901, 902 and 903 of Regulation 
S-T, the EDGAR transition rules.30
---------------------------------------------------------------------------

    \1\ 17 CFR 200.30-1.
    \2\ 17 CFR 200.30-5.
    \3\ 17 CFR 228.601 and 229.601, respectively.
    \4\ 17 CFR 230.405.
    \5\ 17 CFR 232.10.
    \6\ 17 CFR 232.11.
    \7\ 17 CFR 232.101.
    \8\ 17 CFR 232.102.
    \9\ 17 CFR 232.201.
    \10\ 17 CFR 232.202.
    \11\ 17 CFR 232.303.
    \12\ 17 CFR 232.304.
    \13\ 17 CFR 232.307.
    \14\ 17 CFR 232.311.
    \15\ 17 CFR Part 232.
    \16\ 17 CFR 239.12.
    \17\ 17 CFR 239.13.
    \18\ 17 CFR 239.16b.
    \19\ 17 CFR 239.32.
    \20\ 17 CFR 239.33.
    \21\ 15 U.S.C. 77a et seq.
    \22\ 17 CFR 240.0-1.
    \23\ 17 CFR 240.13d-2.
    \24\ 17 CFR 240.13e-4.
    \25\ 17 CFR 240.14a-101.
    \26\ 17 CFR 240.14e-1.
    \27\ 15 U.S.C. 78a et seq.
    \28\ 17 CFR 260.0-2.
    \29\ 15 U.S.C. 77aaa et seq.
    \30\ 17 CFR 232.901, 232.902 and 232.903, respectively.
---------------------------------------------------------------------------

I. Background

    In 1993, registrants and others began to electronically submit many 
of the documents filed with the Commission via the EDGAR 
system.31 Domestic registrants became electronic filers in a 
series of discrete phase-in groups. Following 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 to complete the 
transition to mandated electronic filing for most filers.32 
On May 6, 1996, the last group of domestic registrants was phased in. 
Once the phase-in period was over, the Commission reviewed its 
electronic filing rules and proposed to update them.33 The 
Commission recognized in the proposals the shift from a paper-based 
filing system to an electronic one. The proposals also reflected the 
practical experience the Commission gained with electronic filing over 
the last several years.
---------------------------------------------------------------------------

    \31\ 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).
    \32\ Release No. 33-7122 (December 19, 1994) (59 FR 67752).
    \33\ Release No. 33-7369 (December 5, 1996) (61 FR 65440).
---------------------------------------------------------------------------

II. Rule Changes Adopted

    The Commission proposed for public comment a number of minor and 
technical changes to its electronic filing rules. The Commission 
solicited comment with respect to each proposal. Three commenters 
responded.34 The Commission continues to believe, as it did 
in the proposing release, that the rule proposals would benefit filers 
and the staff. The Commission today adopts the proposed changes, except 
as discussed below.
---------------------------------------------------------------------------

    \34\ These letters are available for inspection and copying in 
the Public Reference Room at the Commission's Headquarters at 450 
Fifth Street, NW., Washington, DC. Refer to File No. S7-28-96.
---------------------------------------------------------------------------

A. EDGAR Transition Rules Eliminated

    The Commission adopted Rules 901, 902 and 903 of Regulation S-T 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, 
these transition rules are no longer needed. The Commission is 
eliminating these rules, retaining in other rules in Regulation S-T any 
provisions that are still useful, as explained more fully 
below.35
---------------------------------------------------------------------------

    \35\ New Rule 100 of Regulation S-T and the 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 have been updated to reflect these 
changes.
    Rule 101(d) of Regulation S-T now includes the requirement, 
formerly found in Rules 901(d) and 902(g), that a new electronic 
filer submit a paper copy of its first electronic filing. The 
Commission also is retaining in Rule 101 the note formerly found in 
Rule 901 relating to electronic filing of beneficial ownership 
reports with respect to foreign private issuers. The Office of EDGAR 
Policy in the Division of Corporation Finance ((202) 942-2940) or 
the EDGAR Branch in the Division of Investment Management ((202) 
942-0591), as appropriate, can answer questions relating to these 
issues.
    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. Rule 902(e) (17 CFR 
232.902(e)) addressed matters of concern during EDGAR transition 
from paper to electronic filing, particularly with reference to an 
electronically filed Securities Act Rule 497(e) (17 CFR 230.497(e)) 
``sticker'' relating to a prospectus previously filed in paper. 
Since the transition has been completed, these provisions are no 
longer necessary. However, the staff continues to be of the view 
that a registrant need not re-submit the prospectus or statement of 
additional information to which a Rule 497(e) ``sticker'' relates, 
if the related document has been filed electronically.
---------------------------------------------------------------------------

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

    The Commission does not require foreign private issuers and foreign 
governments to file electronically unless they are acting in concert 
with, or as a third party filer with respect to, a domestic registrant. 
Until now, foreign private issuers' electronic filing responsibilities 
were outlined in Rule 901 of Regulation S-T. Since the Commission has 
now eliminated that rule, its requirements applicable to foreign 
private issuers and foreign governments are being adopted as new Rule 
601 of Regulation S-T. This rule states 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.
    The new rule also provides that these companies or entities may 
choose to file electronically in most situations. The EDGAR system 
currently supports many types of documents filed by foreign private 
issuers and foreign governments. The Commission intends to make future 
modifications to the EDGAR system, where appropriate, to broaden the 
availability of EDGAR to additional form types used by these foreign 
filers.
    The new rule also codifies a staff interpretation where a foreign 
private

[[Page 36452]]

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. In these cases, the parties can file 
the registration statement and other documents relating to the 
transaction in paper if the domestic registrant will not be a reporting 
entity when the transaction is concluded. This eliminates the burden 
from companies whose only electronic filing obligations would arise in 
connection with the filing of a registration statement.

C. Rule 10 of Regulation S-T

    Rule 10(b) of Regulation S-T 36 has for several years 
included a note strongly urging persons who are about to become 
electronic filers to submit a Form ID to obtain EDGAR access and 
security codes between three and six months prior to their first 
required electronic filing. The Commission is amending this instruction 
to emphasize that those making their first required filings, including 
issuers making initial public offerings, should submit their Forms ID 
early to be ready to make their initial filings in electronic format.
---------------------------------------------------------------------------

    \36\ 17 CFR 232.10(b).
---------------------------------------------------------------------------

D. Rule 11 of Regulation S-T

    In the past, the Commission retained its official records on 
microfiche. The Commission has changed this practice and now allows for 
storage of filed documents in a variety of media. In order to reflect 
current records retention practices, the term ``official filing'' in 
Rule 11(m) of Regulation S-T 37 is being newly defined to 
mean any filing that has been received and accepted by the Commission, 
regardless of filing medium.
---------------------------------------------------------------------------

    \37\ 17 CFR 232.11(m).
---------------------------------------------------------------------------

E. Rule 13 of Regulation S-T

    The Commission proposed codifying in Rule 13 of Regulation S-T 
38 a staff interpretive letter that relates to the timing of 
filing proxy materials permitted to be ``mailed for filing'' with the 
Commission at the same time they are published, furnished, sent or 
given to security holders or others.39 This letter allows 
issuers and others to electronically file proxy materials promptly on 
the next business day following distribution to security holders where 
it is impracticable to file the materials electronically 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. The Commission staff 
currently is reviewing the rules that govern the timing of filing proxy 
materials in light of the growing public reliance on the EDGAR database 
for investment information and the use of other rapid information 
dissemination methods. Consequently, the Commission has decided not to 
codify this position at this time. However, the interpretive position 
given in the Lesser letter will continue to be in effect unless and 
until the related rules are changed.
---------------------------------------------------------------------------

    \38\ 17 CFR 232.13.
    \39\ Henry Lesser (November 28, 1995).
---------------------------------------------------------------------------

F. Notification of Delayed Filing--Form DF

    The Commission proposed creating a new Form DF which filers could 
use to preserve the timeliness of their Exchange Act periodic reports 
and other specified documents without the need for staff intervention. 
The proposal was designed as an alternative to the filing date 
adjustment procedure already in place. While one commenter expressed a 
positive interest in the proposal, the Commission has decided to defer 
action on it for the present. Once the direction of future EDGAR 
programming is established, the Commission may reconsider the proposal. 
Filing date adjustments will continue to be considered on a case-by-
case basis.
    Under Rule 13, candidates must demonstrate bona fide attempts to 
file electronically and must experience unanticipated technical 
difficulties in order to qualify for a filing date adjustment. It has 
been staff policy to consider filing date adjustment requests primarily 
in connection with Exchange Act reports, beneficial ownership reports 
and reports filed under section 16. Generally, the staff does not grant 
filing date adjustments relating to registration statements or other 
transactional filings.
    Reasonable requests for an adjustment to the filing date of an 
Exchange Act report will be granted if the filing is made (or re-
submitted) promptly. However, filers have an obligation to confirm the 
status of their filings and must read the related acceptance or 
suspension messages carefully to determine if the filing was 
successfully made. For example, if a filing inadvertently was submitted 
as a test or a confirming electronic copy, and was therefore not 
considered an official filing, a new filing must be made immediately 
and the staff must be notified if the second transmission was after the 
due date of the filing and an adjustment is desired. It is not the 
policy of the staff to grant adjustments backdating a filing over an 
extended period of time.

G. Rule 101 of Regulation S-T

1. Exemption for Form 10-K as First Electronic Filing
    During the phase-in period, issuers had an automatic exemption from 
electronic filing for their first required filing after becoming 
subject to electronic filing rules if that document was a Form 10-K 
40 or 10-KSB.41 Now that all domestic issuers 
have become electronic filers, this provision no longer is needed. 
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 is 
eliminating this provision. Of course, if a company experiences special 
difficulties in the preparation or filing of its annual reports, it may 
continue to follow the procedures for hardship exemptions outlined in 
Rules 201 and 202 of Regulation S-T.
---------------------------------------------------------------------------

    \40\ 17 CFR 249.310.
    \41\ 17 CFR 249.310b.
---------------------------------------------------------------------------

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 15(d) of the Exchange Act 42 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. When these issuers submit this 
information with their Exchange Act annual reports, it is not deemed 
filed with the Commission unless it is incorporated by reference into 
the report itself.
---------------------------------------------------------------------------

    \42\ 15 U.S.C. 78o(d).
---------------------------------------------------------------------------

    The Commission intended that these documents be filed 
electronically, but they were not specifically addressed in Rule 101 of 
Regulation S-T. The Commission is amending Rule 101 to correct this 
omission. Filers should submit these proxy materials 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. 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 annual

[[Page 36453]]

reporting provisions either in paper or in electronic format. If filed 
electronically, filers should use the ARS form type.43
---------------------------------------------------------------------------

    \43\ Investment companies 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 Rule 30b2-1 (17 CFR 
270.30b2-1) of the Investment Company Act of 1940 (15 U.S.C. 80a-1 
et seq.) (``Investment Company Act''). These filers should use the 
N-30D or N-30B-2 form type, as appropriate.
---------------------------------------------------------------------------

3. Schedules 13D and 13G
    The electronic filing rules require that the first electronic 
amendment to a paper-filed Schedule 13D or Schedule 13G restate the 
entire text of the schedule.44 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, the staff's position has been that if the 
purpose of 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 is codifying this position. A restatement requirement in 
these situations is burdensome to filers and provides little benefit to 
those who follow beneficial ownership transactions.
---------------------------------------------------------------------------

    \44\ 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)).
---------------------------------------------------------------------------

4. Proxy Material Filed Pursuant to Exchange Act Rule 16b-3(b)(2)(ii)
    Effective August 15, 1996,45 the Commission no longer 
requires that issuers file certain proxy material related to employee 
benefit plans under the rules promulgated under section 16 of the 
Exchange Act.46 Consequently, the Commission is amending 
Regulation S-T Rule 101(c) of Regulation S-T to eliminate the provision 
relating to the old filing requirement.47
---------------------------------------------------------------------------

    \45\ Release No. 34-37260 (May 31, 1996) (61 FR 30376).
    \46\ Former Rule 16b-3(b)(2)(ii) (17 CFR 240.16b-3(b)(2)(ii)).
    \47\ Technical amendments to citations in paragraphs (a)(1)(ii) 
and (c)(6) of Rule 101 also have been adopted.
---------------------------------------------------------------------------

5. Filings Made in Connection With Securities Act Exemptions
    The Commission has eliminated Regulations B and F,48 
which provided exemptions under the Securities Act. Consequently, 
references in Rule 101(c) of Regulation S-T to filings made pursuant to 
those regulations have been removed.
---------------------------------------------------------------------------

    \48\ Release No. 33-7300 (May 31, 1996) (61 FR 30397).
---------------------------------------------------------------------------

6. Certain Material Filed Pursuant to Investment Company Act Sections 
23(c), 24(e) and 24(f)
    The Commission is adding to the Regulation S-T list of mandated 
electronic submissions certain documents previously not expressly 
included in, but intended to be covered under, Rule 101 of Regulation 
S-T.49 The submissions added are documents filed with the 
Commission pursuant to Sections 23(c),50 24(e),51 
and 24(f) 52 of the Investment Company Act.
---------------------------------------------------------------------------

    \49\ Rule 101(a)(1)(iv) of Regulation S-T (17 CFR 
232.101(a)(1)(iv)).
    \50\ 15 U.S.C. 80a-23(c).
    \51\ 15 U.S.C. 80a-24(e).
    \52\ 15 U.S.C. 80a-24(f). 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.
---------------------------------------------------------------------------

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) has not included 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 is adding this 
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 modifying 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 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 is revised by broadening its language to provide that documents 
filed in paper under Rule 202(d) cannot be incorporated by reference if 
a required confirming electronic copy is not submitted with respect to 
that document. Similarly, the tender offer rules have been amended to 
indicate that tender offer periods are tolled so long as all required 
confirming electronic copies have not been submitted to the 
Commission.53 These changes are consistent with the 
treatment associated with temporary hardship exemption requirements and 
codify current staff interpretation.
---------------------------------------------------------------------------

    \53\ Rules 13e-4 and 14e-1.
---------------------------------------------------------------------------

3. Exhibits
     a. Exhibit index. Rule 102 of Regulation S-T and Item 601 of 
Regulations S-K and S-B 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. In the past, the language in the rules has been 
limited to confirming electronic copies submitted pursuant to a 
temporary hardship exemption. The Commission is amending these 
provisions to encompass all documents originally filed in paper 
pursuant to any type of hardship exemption for which a filer submits a 
required confirming electronic copy.
    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.54 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.55 Usually a confirming electronic 
copy consists of an entire filing that was filed in paper pursuant to a 
hardship exemption. The electronic version is identified to the 
electronic system as only a copy of a previously-filed paper document 
and is not considered a new filing. Where the subject of the hardship 
exemption is an exhibit only, the standard protocol

[[Page 36454]]

cannot be followed because exhibits cannot be filed standing alone--
they must be a part of a filing.
---------------------------------------------------------------------------

    \54\ Rule 201(b) of Regulation S-T [17 CFR 232.201(b)].
    \55\ 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. Filers should include a statement 
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. The Commission is codifying this procedure in the 
rules by adding an instruction to Rule 201 and Rule 202 of Regulation 
S-T.

I. Proxy Statement Performance Graph

    Electronic filers who must furnish a stock performance comparison 
graph in their proxy statements pursuant to Item 402(l) of Regulation 
S-K 56 are required to satisfy that obligation in their 
electronic filings by setting forth the data from the graph in tabular 
form.57 The rules also require filers to supplementally 
furnish a copy of the graph to the staff. In order to reduce the burden 
on proxy filers, the Commission is eliminating the requirement that the 
graph be supplementally sent to the staff. Of course, registrants will 
continue to be required to produce a copy of the graph, as sent to 
security holders, upon staff request, pursuant to Rule 
304(c).58
---------------------------------------------------------------------------

    \56\ 17 CFR 229.402(l).
    \57\ Rule 304(d) of Regulation S-T (17 CFR 232.304(d)).
    \58\ 17 CFR 232.304(c). Paragraph (b)(2) also is being 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 Commission is revising Rule 304(d) to expressly apply to 
investment company registrants. Investment company filers will now 
follow the provisions of Rule 304(d) in their preparation of the line 
graph required by Item 5A of Form N-1A,59 a practice 
previously encouraged by the staff of the Division of Investment 
Management.60 While one commenter believed that three 
month's transitional time should be given, the Commission believes 
that, given the previous experience with submissions under this rule, 
there is no necessity for a transition period.
---------------------------------------------------------------------------

    \59\ 17 CFR 274.11A.
    \60\ The staff of the Commission has never interpreted a textual 
description of the performance graph as sufficient to fulfill the 
requirement of Rule 304(a), as suggested by one commenter.
---------------------------------------------------------------------------

J. Annual Report Provisions Inapplicable to Investment Companies

    The Commission is revising Rule 303(b) of Regulation S-T 
61 to clarify that it does not apply to investment company 
filers, a codification of staff interpretation. Rule 303(b) now 
expressly states that its requirements concerning incorporation by 
reference to reports to security holders do not apply to investment 
companies.
---------------------------------------------------------------------------

    \61\ 17 CFR 232.303(b).
---------------------------------------------------------------------------

    The Commission also is revising Schedule 14A, clarifying 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.62 This revision is also a codification of 
staff interpretation.
---------------------------------------------------------------------------

    \62\ Note D.4 to Schedule 14A.
---------------------------------------------------------------------------

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

    Some issuers of asset-backed securities file large amounts of 
computational materials with a Form 8-K, pursuant to two no-action 
letters.63 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 is amending 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.
---------------------------------------------------------------------------

    \63\ Distribution of Certain Written Materials Relating to 
Asset-Backed Securities, (February 17, 1995) and Mortgage and Asset-
Backed Securities--Furnishing Information to Customers, (May 20, 
1994).
---------------------------------------------------------------------------

L. Financial Data Schedules

    The Commission is codifying the principles outlined in two staff 
interpretive positions relating to Financial Data Schedules. First, a 
note is being 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) or 15(d) of the Exchange Act 
are not required to submit a Financial Data Schedule in connection with 
those filings.64 This is consistent with the requirement 
that Financial Data Schedules be submitted only when updated financial 
statements are filed. A second note also is being 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.65
---------------------------------------------------------------------------

    \64\ See Ford Motor Credit Company (April 14, 1995).
    \65\ See AFLAC/AFLAC Incorporated (April 10, 1996).
---------------------------------------------------------------------------

    In addition, the Financial Data Schedule rules 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,66 the Commission is 
amending 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.
---------------------------------------------------------------------------

    \66\ Rule 202(d) of Regulation S-T.
---------------------------------------------------------------------------

M. Red Ink Requirements

    The Commission has eliminated its requirements to print designated 
information in red ink.67 Consequently, it is revising Rule 
307 of Regulation S-T to reflect this change.
---------------------------------------------------------------------------

    \67\ Release No. 33-7300.
---------------------------------------------------------------------------

III. Other Electronic Submission, Processing and Retrieval Issues

    In the proposing release, the Commission solicited comment on 
various ways to expand or otherwise modify the EDGAR system to help 
both users of the EDGAR database as well as filers. The Commission 
asked specific questions about electronic submission of confidential 
treatment requests, no-action letters,68 and exempt 
offerings as

[[Page 36455]]

well as other matters. Each of the three commenters made useful 
suggestions that the Commission will consider in its ongoing evaluation 
of the future of the system.
---------------------------------------------------------------------------

    \68\ Since the Commission issued the proposing release, the 
Division of Corporation Finance has established a new e-mail address 
to receive requests for interpretive or no-action letters. Persons 
seeking such letters from the Division may now submit their requests 
either in paper or electronically at [email protected]. At this 
time, electronic requests must be in standard e-mail text or ASCII 
format so the staff can easily read and print the letters. These 
letters will be processed by the staff in the same manner as 
requests submitted in paper. If there is confidential information in 
the request, remember that it may be possible for others to 
intercept and read e-mail.
    This mailbox should be used only for requests for interpretive 
or no-action letters from the Division of Corporation Finance, not 
for other correspondence. The requests should comply with all of the 
procedures set forth in Release No. 33-6269 (December 5, 1980), 
except that multiple copies are not needed. The letter should 
include the telephone number of the requestor.
---------------------------------------------------------------------------

IV. Cost-Benefit Analysis

    No commenter responded to the Commission's solicitation of comment 
with respect to the costs and benefits that would result if the rule 
proposals were adopted. The Commission anticipates that the rule 
changes will not impose significant costs on filers, since they 
generally are codifications and/or clarifications of existing filing 
practices. The rule changes should be beneficial to filers inasmuch as 
they clarify existing rules and make the filing community at large more 
aware of current practices and interpretations. The Commission also 
considered the impact of the rule changes on competition, as required 
under section 23(a) of the Exchange Act. There will be little or no 
impact on competition for the reasons explained in connection with the 
costs and benefits generally.

V. Regulatory Flexibility Act Certification

    In connection with the rule proposals, 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. The certification, including the factual bases for 
the determination, was published with the proposing release in 
satisfaction of section 605(b) of the Regulatory Flexibility Act, 5 
U.S.C. 605(b).

VI. Paperwork Reduction Act

    The staff consulted with the Office of Management and Budget 
(``OMB'') and submitted for approval in accordance with the Paperwork 
Reduction Act of 1995 (44 U.S.C. 3501 et seq.) proposed Form DF. Since 
the Commission is not adopting Form DF at this time, there will be no 
change to information collection requirements as a result of this 
rulemaking.

VII. 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 1935,69 section 319 of the Trust Indenture Act of 
1939,70 and sections 8, 30, 31 and 38 of the Investment 
Company Act of 1940.71
---------------------------------------------------------------------------

    \69\ 15 U.S.C. 79a et seq.
    \70\ 15 U.S.C. 77aaa et seq.
    \71\ 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 Amendments

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

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

    1. The authority citation for part 200 continues to read in part 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 is revised to read as 
follows:

    Authority: 15 U.S.C. 77e, 77f, 77g, 77h, 77j, 77k, 77s, 77z-2, 
77aa(25), 77aa(26) 77ddd, 77eee, 77ggg, 77hhh, 77jjj, 77nnn, 77sss, 
78l, 78m, 78n, 78o, 78u-5, 78w, 78ll, 80a-8, 80a-29, 80a-30, 80a-37, 
80b-11, unless otherwise noted.

    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.
* * * * *

[[Page 36456]]

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, 77z-2, 
77aa(25), 77aa(26), 77ddd, 77eee, 77ggg, 77hhh, 77iii, 77jjj, 77nnn, 
77sss, 78c, 78i, 78j, 78l, 78m, 78n, 78o, 78u-5, 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, paragraph (a) 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:


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 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.
    14. 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)(7), by 
removing paragraph (c)(19), 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 section 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.


[[Page 36457]]


    Note to paragraph (a)(1)(iii). 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.
    (7) 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 this paragraph (d).
    15. 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.
* * * * *
    16. 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 confirming copy tag 
should not be used. 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.

    17. 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 confirming copy tag 
should not be used. 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) 
(Sec. 240.14e-1(e))).

    18. 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

[[Page 36458]]

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.
    19. By amending Sec. 232.304 by revising paragraph (b)(2) and 
paragraph (d), to read as follows:


Sec. 232.304  Graphic, image and audio material.

* * * * *
    (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.
    20. By revising Sec. 232.307 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 document by presenting such 
information in capital letters.
    21. 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).
    22. 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. 232.901-232.903  And the Undesignated Heading [Removed and 
reserved]

    23. 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

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

    Authority: 15 U.S.C. 77f, 77g, 77h, 77j, 77s, 77z-2, 77sss, 78c, 
78l, 78m, 78n, 78o(d), 78u-5, 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.
* * * * *


Sec. 239.12  [From S-2 amended]

    25. 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,
* * * * *


Sec. 239.13  [Form S-3 amended]

    26. 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,
* * * * *


Sec. 239.166  [Form S-8 amended]

    27. 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,

[[Page 36459]]

Sec. 239.32  [Form F-2 amended]

    28. 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).
* * * * *


Sec. 239.33  [Form F-3 amended]

    29. 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

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

    Authority: 15 U.S.C. 77c, 77d, 77g, 77j, 77s, 77z-2, 77eee, 
77ggg, 77nnn, 77sss, 77ttt, 78c, 78d, 78f, 78i, 78j, 78k, 78k-1, 
78l, 78m, 78n, 78o, 78p, 78q, 78s, 78u-5, 78w, 78x, 78ll(d), 79q, 
79t, 80a-20, 80a-23, 80a-29, 80a-37, 80b-3, 80b-4 and 80b-11, unless 
otherwise noted.
* * * * *
    31. 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).
* * * * *
    32. By amending Sec. 240.13d-2 by revising paragraph (c) to read as 
follows:


Sec. 240.13d-2  Filing of amendment to Schedule 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.
* * * * *
    33. By amending Sec. 240.13-4 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.
* * * * *
    34. By amending Sec. 240.14a-101 by adding a sentence to the end of 
Note D.4. after the cover page to read as follows:


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

SCHEDULE 14A INFORMATION:

* * * * *
    Notes:
* * * * *
    D. * * *
    4. Electronic Filings. * * * This provision shall not apply to 
registered investment companies.
* * * * *
    35. By amending Sec. 240.14e-1 by revising paragraph (e) to read as 
follows:


Sec. 240.14e-1  Unlawful tender offer practices.

* * * * *
    (e) The periods of time required by paragraphs (a) and (b) of this 
section shall be tolled for any period during which the bidder has 
failed to file in electronic format, absent a hardship exemption 
(Secs. 232.201 and 232.202 of this chapter), the Schedule 14D-1 Tender 
Offer Statement (Sec. 240.14d-100 of this chapter), any tender offer 
material specified in paragraph (a) of Item 11 of that Schedule, and 
any amendments thereto. If such documents were filed in paper pursuant 
to a hardship exemption (see Sec. 232.201 and Sec. 232.202(d) 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 260--GENERAL RULES AND REGULATIONS, TRUST INDENTURE ACT OF 
1939

    36. 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.

    37. 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: July 1, 1997.

    By the Commission.
Margaret H. McFarland,
Deputy Secretary.
[FR Doc. 97-17660 Filed 7-7-97; 8:45 am]
BILLING CODE 8010-01-P