[Federal Register Volume 66, Number 193 (Thursday, October 4, 2001)]
[Proposed Rules]
[Pages 50744-50765]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 01-24806]



[[Page 50743]]

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Part IV





Securities and Exchange Commission





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17 CFR Parts 230, 232, 239, etc.



Mandated EDGAR Filing for Foreign Issuers; Proposed Rule

  Federal Register / Vol. 66, No. 193 / Thursday, October 4, 2001 / 
Proposed Rules  

[[Page 50744]]


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SECURITIES AND EXCHANGE COMMISSION

17 CFR Parts 230, 232, 239, 240, 249, and 269

[Release Nos. 33-8016, 34-44868, International Series Release No. 1250; 
File No. S7-18-01]
RIN 3235-AI08


Mandated EDGAR Filing for Foreign Issuers

AGENCY: Securities and Exchange Commission.

ACTION: Proposed rule.

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SUMMARY: We are publishing for comment proposed amendments to 
Regulation S-T, the rules that govern our Electronic Data Gathering, 
Analysis, and Retrieval (EDGAR) system. These amendments would require 
foreign private issuers and foreign governments to file electronically 
through the EDGAR system their securities documents, including 
registration statements under the Securities Act of 1933 and 
registration statements, reports and other documents under the 
Securities Exchange Act of 1934. Currently our rules only permit, but 
do not require, foreign issuers to file their securities documents on 
EDGAR. By mandating the electronic filing of foreign issuers' 
securities documents on EDGAR, we hope to realize the same investor 
benefits and the same efficiencies in information transmission, 
dissemination, retrieval and analysis achieved since we mandated EDGAR 
filing for domestic issuers in 1993.

DATES: Please submit your comments on or before December 3, 2001.

ADDRESSES: Please submit three copies of your comments to Jonathan G. 
Katz, Secretary, U.S. Securities and Exchange Commission, 450 Fifth 
Street, NW, Washington, DC 20549-0609. You also may submit your 
comments electronically at the following e-mail address: [email protected]. Your comment letter should refer to File No. S7-18-
01; include this file number in the subject line if you use electronic 
mail. We will make comment letters available for public inspection and 
copying in our Public Reference Room, 450 Fifth Street, NW, Washington, 
DC 20549. We will post electronically submitted comment letters on our 
Internet web site (http://www.sec.gov).\1\
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    \1\ We do not edit personal, identifying information, such as 
names or electronic mail addresses, from electronic submissions. 
Submit only information that you wish to make publicly available.

FOR FURTHER INFORMATION CONTACT: Elliot B. Staffin, Special Counsel, 
Office of International Corporate Finance, Division of Corporation 
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Finance, at (202) 942-2990.

SUPPLEMENTARY INFORMATION: We propose to rescind Rule 601\2\ under 
Regulation S-T \3\ and to amend the following rules and forms: Rules 
403 and 493 \4\ under the Securities Act of 1933 (``Securities Act''); 
\5\ Rules 100, 101, 303, 306, and 311 \6\ under Regulation S-T; Rule 
12b-12 \7\ under the Securities Exchange Act of 1934 (``Exchange 
Act''); \8\ and Forms F-7, F-8, F-9, F-10, F-80, F-X, and CB under the 
Securities Act; \9\ and Forms 20-F and 6-K under the Exchange Act.\10\
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    \2\ 17 CFR 232.601.
    \3\ 17 CFR 232.10 et seq.
    \4\ 17 CFR 230.403 and 230.493.
    \5\ 15 U.S.C. 77a et seq.
    \6\ 17 CFR 232.100, 232.101, 232.303, 232.306 and 232.311.
    \7\ 17 CFR 240.12b-12.
    \8\ 15 U.S.C. 78a et seq.
    \9\ 17 CFR 239.37, 239.38, 239.39, 239.40, 239.41, 239.42, and 
239.800. Forms F-X and CB are also authorized as Exchange Act forms 
under 17 CFR 249.250 and 249.480. Form F-X is further authorized 
under the Trust Indenture Act of 1939 (``Trust Indenture Act'') [15 
U.S.C. 77aaa et seq.] under Trust Indenture Act Rule 269.5 [17 CFR 
269.5].
    \10\ 17 CFR 249.220f and 249.306.
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Table of Contents

I. Background
    A. Mandated EDGAR Rules for Foreign Filers Should Result in the 
Same Benefits Achieved by Our Adoption of Mandated EDGAR Rules for 
Domestic Filers
    B. Technological Advances Support Extending Mandated EDGAR 
Filing to Foreign Issuers
II. The Proposed Rule Amendments
    A. Amendments to Regulation S-T Sections 100 and 601
    B. Foreign Issuer Forms and Documents Affected by the Amendments
    1. Securities Act Registration Statements and Exchange Act 
Registration Statements and Reports
    2. Multijurisdictional Disclosure System Forms
    3. Schedules 13D and 13G and Tender Offer Schedules
    4. Form CB
    5. Forms F-X and F-N
    6. Exhibits
    7. Trust Indenture Act Forms
    8. Hardship Exemptions
    9. Comment Solicited
    C. Electronic Filing Hours
    D. Treatment of Foreign Language Documents
    1. Treatment under Rule 306, the Electronic Filing Rule
    2. Elimination of the Summary Option under Rules 403(c) and 12b-
12(d), the Rules for Paper Filings Submitted under a Hardship 
Exemption or Rule 101 of Regulation S-T
    3. Foreign Language Instructions on Form 6-K and MJDS Forms
    4. Comment Solicited
    E. Amendment to Require Electronic Filing Instruction for 
Schedule B Registrants That Are Incorporating by Reference
    F. Treatment of Supranational Entities' Reports
    G. Documents Submitted Pursuant to Exchange Act Rule 12g3-2(b)
    H. Transition Period
III. Cost-Benefit Analysis
    A. Expected Benefits
    B. Expected Costs
    C. Comment Solicited
IV. Promotion of Efficiency, Competition and Capital Formation 
Analysis
V. Paperwork Reduction Act Analysis
VI. Regulatory Flexibility Act Certification
VII. Statutory Basis and Text of Proposed Rule Amendments

I. Background
    EDGAR is the Securities and Exchange Commission's electronic data 
gathering, analysis and retrieval system \11\ that enables registered 
companies and other persons to file their securities documents with the 
Commission in electronic format.\12\ Filings submitted on EDGAR are 
available to the public on our web site as well as through many other 
information providers. In the Commission's fiscal year 2000 alone, 
registrants and other persons submitted over 305,000 filings on EDGAR.
    We initially launched EDGAR as a pilot program in 1984, which 
enabled companies to participate voluntarily in the EDGAR system until 
1993.\13\ At that time, the Commission adopted rules to implement the 
operational phase of EDGAR, which imposed electronic filing 
requirements only on domestic issuers.\14\ While we encouraged foreign 
issuers to file their securities documents on EDGAR ``so as to 
encourage transnational capital formation in increasingly global 
markets,'' \15\ these

[[Page 50745]]

issuers are not generally required to file electronically.\16\ 
Nevertheless, because of EDGAR's advantages over paper filing, many 
foreign issuers have chosen to file their securities documents on EDGAR 
on a voluntary basis.\17\
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    \11\ We encourage foreign issuers and others who are unfamiliar 
with our EDGAR system to review the document entitled Electronic 
Filing and the EDGAR System: A Regulatory Overview (``EDGAR 
Overview''), dated November 14, 2000, which is available on our 
website located at www.sec.gov/info/edgar/overview1100.htm.
    \12\ Filers can currently submit documents in electronic format 
by direct transmission, either by using a dial-up modem or Internet 
service provider, or on magnetic cartridge. EDGAR filers may submit 
documents formatted either in American Standard Code for Information 
Interchange (``ASCII'') or a version of HyperText Markup Language 
(``HTML''). Filers also may choose to provide an unofficial copy of 
a filing in Portable Document Format (``PDF''). EDGAR Overview at 
Section C.1.
    \13\ Release No. 33-6977 (February 23, 1993) [58 FR 14628].
    \14\ Following adoption of the operational EDGAR rules in 1993, 
we phased in the electronic filing requirements for domestic issuers 
in discrete groups. The last group of domestic issuers became 
mandated EDGAR filers in May 1996. Release No. 33-7369 (December 6, 
1996) [61 FR 65440].
    \15\ Release No. 33-6977, text at n. 72.
    \16\ Currently, we require a foreign issuer or person to file a 
document on EDGAR only if it jointly files a registration statement 
or some other document with a domestic issuer or if it files a 
document, such as a Schedule 13D or tender offer schedule, that 
pertains to a registered domestic issuer. See Rules 101(c) [17 CFR 
232.101(c)] and 601(a) of Regulation S-T [17 CFR 232.601(a)].
    \17\ Regulation S-T currently provides for the voluntary 
participation of foreign issuers in the EDGAR system under Rules 
100(a) [17 CFR 232.100(a)] and 601(a) and (b) [17 CFR 232.601(a) and 
(b)]. However, some foreign private issuers, such as Canadian 
registrants that use the multijurisdictional disclosure system 
(``MJDS'') and foreign governments, have not been able to file 
voluntarily on EDGAR due to the lack of electronic form types for 
some filings.
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A. Mandated EDGAR Rules for Foreign Filers Should Result in the Same 
Benefits Achieved by Our Adoption of Mandated EDGAR Rules for Domestic 
Filers

    Since its inception, the primary goals of our EDGAR system have 
been to facilitate the rapid dissemination of financial and business 
information about companies and other parties participating in U.S. 
capital markets while making the delivery and the Commission's 
processing of filings more efficient. Mandated electronic filing 
benefits members of the investing public and the financial community by 
making available to them information contained in Commission filings 
minutes after the Commission has received them.\18\ In addition, the 
electronic format of the information facilitates research and data 
analysis. Filers also benefit from electronic dissemination of 
information since it fosters increased market exposure for their 
securities. At the same time, filers benefit from the speedy and secure 
delivery afforded by electronic filing as well as from the efficiencies 
achieved in the Commission's review and processing of their filings.
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    \18\ While EDGAR filings are available on our website 
approximately 24 hours after we have received them, many third-party 
service providers make EDGAR filings available to their subscribers 
within minutes of our receipt of these filings.
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    By requiring foreign entities to file their Securities Act and 
Exchange Act documents on EDGAR, we seek to achieve the same benefits 
sought when we first adopted mandated EDGAR rules for domestic filers. 
These requirements will facilitate more rapid dissemination of 
financial and other material information about foreign issuers than 
under our current paper filing system. Because investors, analysts and 
others will have quicker access to this information, electronic 
dissemination should foster enhanced market exposure for a foreign 
filer's securities.
    Foreign issuers should also realize increased efficiencies in the 
filing process. The direct electronic transmission of securities 
documents will take significantly less time than traditional methods of 
paper delivery while offering a secure and reliable method of delivery. 
The use of EDGAR also will facilitate more efficient storage, 
retrieval, and analysis of financial and other material information 
about foreign filers than under the current paper and microfiche 
regime.\19\ Quicker access to a foreign issuer's financial and other 
material information should not only facilitate staff review of a 
particular foreign issuer's registration statement or report but should 
also enhance the Commission's ability to study and address issues that 
confront foreign issuers.
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    \19\ On an ongoing basis, foreign companies are required to 
submit to the SEC press releases, shareholder reports and other 
materials that contain information that is material to an investment 
decision. See Form 6-K, General Instruction B. Foreign companies 
publish these materials in their home countries in accordance with 
home market law or custom. By requiring foreign companies to file on 
EDGAR, we would improve public access to these home market materials 
as well as all SEC-mandated reports, prospectuses and other 
documents.
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B. Technological Advances Support Extending Mandated EDGAR Filing to 
Foreign Issuers

    We based the initial exclusion of foreign issuers from the mandated 
EDGAR regime in part on our belief that foreign issuers would incur 
higher costs from the implementation of EDGAR than those faced by 
domestic filers.\20\ In the initial operational phase of EDGAR, with 
the Internet relatively undeveloped compared to today, electronic 
filers could only transmit their documents directly to the Commission 
over long distance telephone lines and not over the Internet.\21\ As a 
result, foreign filers that attempted to transmit directly their 
electronic documents to the Commission faced higher long distance 
transmission costs than those borne by domestic companies. Depending on 
their location, foreign filers also faced potential shortages of long 
distance lines and proper telecommunications equipment, such as 
compatible modems. Foreign filers also faced the widespread local 
unavailability of necessary computer hardware and software and trained 
personnel capable of transforming their documents into EDGAR compatible 
files.
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    \20\ See, for example, Release No. 33-6651 (June 26, 1986) [51 
FR 24155] in which we sought public comment on our preliminary ideas 
for rules governing the operational phase of EDGAR. In that release, 
we justified the voluntary participation of foreign filers in the 
initial EDGAR operational phase on the grounds that it would give 
foreign filers ``more time to test for compatible equipment and 
transmission modes.'' Release No. 33-6651, text following n.23.
    \21\ During most of the operational phase of EDGAR, filers have 
been able to submit electronically formatted documents on EDGAR via 
direct transmission by dial-up modem, diskette, or magnetic tape. In 
2000, we amended the EDGAR rules, among other things, to eliminate 
diskettes and magnetic tape and to add magnetic cartridges and the 
Internet as means of transmitting filings electronically to the 
Commission. Release No. 33-7855 (April 24, 2000) [65 FR 24788].
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    While we recognized the potential for increased burdens and higher 
costs for foreign filers that could have resulted from mandated 
electronic filing in the early stages of EDGAR, we also stated then 
that we might require foreign issuers to file their securities 
documents electronically at some future date.\22\ Since that time, 
numerous, significant advances in information and telecommunications 
technology have occurred that have dramatically increased Internet use 
by businesses, consumers, investors, and government agencies. These 
advances have transformed the Internet into a primary means for the 
rapid dissemination and retrieval of information. As a result, the 
investing public currently expects information about both foreign and 
domestic companies to be available electronically.\23\
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    \22\ Release No. 33-6977, n. 60. In a more recent release, we 
noted and solicited comment on our intention to propose at some 
future date mandated EDGAR filing for foreign issuers. Release No. 
33-7803 (February 25, 2000) [65 FR 11507]. We received a few letters 
that commented specifically on our anticipated EDGAR rulemaking for 
foreign issuers. These commenters favored electronic filing 
requirements for foreign issuers. We will consider these comments 
along with any new comments received as part of this current 
rulemaking.
    \23\ While we expected investors and others to benefit from the 
electronic dissemination of information at the outset of EDGAR, the 
technological advances that have occurred since then, and 
particularly the use of the Internet, have dramatically increased 
these benefits. Investors frequently call Commission staff seeking 
electronic access to foreign issuers' filings.
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    Today many companies maintain websites on which they post their 
annual and periodic reports, press releases and other information of 
interest to investors, customers and other persons. Many of these 
companies are foreign private issuers that are Exchange Act reporting 
companies. By accessing these websites, individuals can obtain vast 
amounts of financial and other information in a matter of seconds.
    The Commission, and a growing number of foreign securities 
commissions, have harnessed the

[[Page 50746]]

advances in information technology to develop electronic filing systems 
that are linked to their respective websites. By visiting these 
websites, individuals can gain access to a reporting company's 
securities documents. For example, the securities commissions of 
Canada,\24\ Brazil \25\ and Argentina \26\ require their domestic 
registered companies to file their securities documents electronically. 
The securities commissions of France,\27\ Spain \28\ and Korea \29\ 
permit their domestic registered companies to file their securities 
documents electronically.\30\ Each of these commissions maintains a 
website that is linked to the websites of major stock exchanges and 
other securities regulatory bodies.\31\ Consequently, an investor that 
visits these commissions' websites can find financial, business and 
market information about many public companies.
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    \24\ The Canadian Securities Administrators require all Canadian 
public companies to file their securities documents electronically 
in PDF format on the System for Electronic Document Analysis and 
Retrieval (``SEDAR''). See the SEDAR National Instrument 13-101, 
Section 2.1, as amended September 7, 1999, of the Canadian 
Securities Administrators. The Internet address for SEDAR is 
www.sedar.com.
    \25\ See Instruction 202, dated December 6, 1993, of the 
Comissao de Valores Mobiliarios (``CVM''), Brazil's securities 
commission. The Internet address for Brazil's CVM is www.cvm.gov.br.
    \26\ See General Resolution No. 368, effective July 2, 2001, of 
the National Securities Commission of Argentina (``Comision Nacional 
de Valores'' or ``CNV''). The Internet address for Argentina's CNV 
is www.cnv.gov.ar.
    \27\ See Recommendation No. 98-05, dated March 15, 1999, of the 
Commission des Operations de Bourse (``COB''), the French securities 
commission. The Internet address of the COB is www.cob.fr.
    \28\ See the Ley 30/1992, which authorized the Comision Nacional 
del Mercado de Valores (``CNMV'') to develop an electronic filing 
system for securities documents. The CNMV adopted the electronic 
system known as CIFRADOC/CNMV in 1998. Currently, Spanish companies 
can only electronically submit quarterly and semi-annual reports on 
CIFRADOC. The Internet address of the CNMV is www.cnmv.es.
    \29\ See Article 194, Section 2 of the Korean Securities 
Exchange Act (``KSA''), and Rule 84, subsection 28 under the KSA, 
which authorized the electronic filing system known as ``DART.'' The 
Internet address of DART is http://dart.fss.or.kr. DART's website is 
also linked to the website of Korea's Financial Supervisory Service 
(``KSS''). The Internet address of the KSS is www.fss.or.kr.
    \30\ The electronic securities filings of public companies from 
Brazil, Argentina, France, Spain, and Korea are currently available 
through the websites of their respective securities commissions only 
in the home country language. In Canada, prospectuses and other 
documents filed on SEDAR are available generally in both French and 
English. The above list of foreign securities commissions that 
either require or permit their domestic companies to file their 
securities documents electronically is not exclusive.
    \31\ For example, the SEDAR website has links to the websites of 
Canada's major stock exchanges as well as to the websites of the 
Commission, the EDGAR system, and several non-Canadian stock 
exchanges.
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    Because of recent advances in information technology, over 80% of 
foreign private issuers that were Exchange Act reporting companies as 
of December 31, 2000 already have electronically formatted their 
financial statements and other material information either for 
presentation on their websites or to comply with the requirements of 
their home country securities commissions.\32\ These advances in 
information technology also have increased the number of foreign 
private issuers that have chosen to file voluntarily their securities 
documents with the Commission on EDGAR. Of the 1,310 foreign private 
issuers that were Exchange Act reporting companies as of December 31, 
2000,\33\ 232 (approximately 18%) chose to file their securities 
documents on EDGAR during the year 2000.
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    \32\ See Part III of this release for further discussion.
    \33\ See Foreign Companies Registered and Reporting With the 
U.S. Securities and Exchange Commission December 31, 2000, published 
by the Office of International Corporate Finance, Division of 
Corporation Finance (available May 2001) (``Reporting Foreign 
Issuers List''), which is available on our website at www.sec.gov/divisions/corpfin/internatl/companies.shtml.
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    Foreign governments also use the Internet to disseminate a wide 
range of financial, economic and other information. Financial 
information for foreign governments is available electronically through 
the International Monetary Fund (``IMF'') website.\34\ The IMF website 
provides a list of foreign countries and redisseminates in a common 
template and in U.S. dollars financial data on international reserves 
and foreign currency liquidity reported by foreign governments. For 
some foreign countries, the IMF website also provides access to the 
websites of government departments that provide financial information 
electronically. For example, the IMF website provides links to the 
finance ministries or central banks of Australia, Brazil, Canada, 
Germany, Hong Kong Special Administrative Region of the People's 
Republic of China, Israel, Japan, Mexico, the Netherlands, and the 
United Kingdom.
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    \34\ The IMF website is located at www.imf.org.
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    These technological advances regarding the Internet and 
modernization of the EDGAR system should serve to mitigate the costs 
resulting from mandated EDGAR filing for foreign issuers. For example, 
today a foreign issuer that seeks to file electronically with the 
Commission is likely to be able to transmit its electronically 
formatted documents to us over the Internet through the use of an 
Internet service provider, thereby saving long distance 
telecommunications transmission costs.\35\ In addition, a foreign 
issuer wanting filing assistance is now more likely to be able to use a 
local filing agent, thanks to the global expansion of financial 
printers and consulting firms that are knowledgeable about the 
Commission's EDGAR requirements.
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    \35\ Release No. 33-7855, text following n. 61.
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    Furthermore, many foreign filers should today experience reduced 
EDGAR start-up costs because they have already achieved a level of 
technological proficiency. These initial costs include the costs 
associated with hiring an information technology team or training 
existing employees to be technologically proficient, hiring a filing 
agent, hiring an Internet service provider, and preparing the documents 
for electronic formatting. Many foreign companies have already 
assembled an information technology team to present their financial and 
business information on their websites. These employees or agents 
should be familiar with HTML, which is a dominant language of the 
Internet. Because EDGAR now accepts documents formatted in a version of 
HTML as well as in ASCII,\36\ this familiarity with HTML should reduce 
the time it takes for the information technology teams of many foreign 
issuers to learn the EDGAR system.
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    \36\ For the first six years of EDGAR's operation, electronic 
filers could only submit their securities documents in ASCII. As 
part of an ongoing modernization of the EDGAR system, since June 28, 
1999, electronic filers have been able to submit their securities 
documents in either HTML or ASCII. See Release No. 33-7684 (May 17, 
1999) [64 FR 27888]. As part of the second stage of EDGAR 
modernization, since May 30, 2000, EDGAR filers have been able to 
submit HTML documents that include graphic and image files and 
expanded use of hyperlinks. See Release No. 33-7855 (April 24, 2000) 
[65 FR 24788].
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    These Internet and information technology developments demonstrate 
that many foreign issuers already electronically format their financial 
and other pertinent data in some manner for public use. As a result, 
investors have come to expect electronic access to financial and 
business information about public companies, regardless of their 
country of origin, and to financial information about foreign 
governments. Because of these developments, we believe that the time is 
right to require foreign issuers to file their securities documents on 
EDGAR.

[[Page 50747]]

II. The Proposed Rule Amendments

A. Amendments to Regulation S-T Sections 100 and 601

    We propose to amend Regulation S-T \37\ to require that foreign 
private issuers \38\ and foreign governments \39\ file their Securities 
Act and Exchange Act documents with us on EDGAR.\40\ Currently, Rules 
100 and 601 of Regulation S-T are the provisions that exclude foreign 
private issuers and foreign governments from the Commission's 
electronic filing requirements. The proposed amendments would eliminate 
the foreign issuer exception primarily by revising Rules 100(a) and (c) 
\41\ and removing Rule 601 in its entirety.
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    \37\ Regulation S-T is the general regulation governing EDGAR 
filing. In addition to Regulation S-T, filers must submit electronic 
documents in accordance with the EDGAR Filing Manual.
    \38\ ``Foreign private issuer'' is defined in Securities Act 
Rule 405 [17 CFR 230.405] and Exchange Act Rule 3b-4 [17 CFR 240.3b-
4].
    \39\ ``Foreign government'' refers to any issuer that is 
eligible to register securities under Schedule B of the Securities 
Act, including political subdivisions and some quasi-governmental 
entities.
    \40\ Regulation S-T also requires the electronic filing of any 
related correspondence and supplemental information pertaining to a 
document that is the subject of mandated EDGAR. Regulation S-T Rule 
101(a)(1) [17 CFR 232.101(a)(1)]. These materials are not 
disseminated publicly but are available to the Commission staff. 
This requirement would apply to foreign issuers upon adoption of the 
proposed amendments.
    \41\ 17 CFR 232.100(c).
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    The proposed amendments would revise Rule 100(a) by removing the 
phrase ``except for foreign private issuers and foreign governments'' 
to state that Regulation S-T applies to all registrants whose filings 
are subject to review by the Division of Corporation Finance.\42\ The 
proposed amendments would eliminate the phrase ``foreign private 
issuers and foreign governments'' in Rule 100(c) to clarify that 
mandated electronic filing applies to any party that files a document 
jointly with, or as a third party filer with respect to, a registrant 
that is subject to mandated electronic filing.\43\ Since, if adopted, 
the amendments would subject foreign private issuers and foreign 
governments to Regulation S-T's electronic filing requirements, without 
regard to their joint or third party filing status, the reference to 
these entities in Rule 100(c) would no longer be necessary. As a 
result, both domestic and foreign entities would have to file on EDGAR 
any joint or third party filing that relates to a foreign issuer.\44\
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    \42\ Rule 100(a) currently provides that the electronic filing 
requirements of Regulation S-T apply to ``[r]egistrants whose 
filings are subject to review by the Division of Corporation Finance 
except for foreign private issuers and foreign governments.''
    \43\ Rule 100(c) currently provides that the electronic filing 
requirements of Regulation S-T apply to ``[a]ny 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.'' For example, a foreign issuer named as a 
guarantor and co-registrant on a registration statement that 
pertains to a domestic issuer must currently file the registration 
statement and related documents on EDGAR.
    \44\ See Part II.B.3 below.
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    We further propose to rescind Rule 601, which also currently 
codifies the foreign issuer exception from mandated EDGAR filing 
requirements.\45\ Since the proposed amendments would extend electronic 
filing requirements to foreign private issuers and foreign governments, 
regardless of the type of transaction or filing status involved, and 
since we intend to program the EDGAR system and amend the EDGAR Filer 
Manual to provide an electronic form type for any foreign form that 
currently lacks one,\46\ none of the Rule 601 provisions would serve 
any further purpose. Accordingly, we propose to eliminate this rule in 
its entirety.
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    \45\ Rule 601(a) excepts foreign private issuers and foreign 
governments from the mandated EDGAR filing rules unless the foreign 
issuer is filing a document jointly with, or with respect to, a 
party that is the subject of mandated electronic filing. Rule 601(b) 
[17 CFR 232.601(b)] provides that a foreign private issuer or 
foreign government may choose to file electronically any document 
not required to be filed under Regulation S-T as long as the EDGAR 
Filer Manual contains an appropriate electronic form type. Rule 
601(c) [17 CFR 232.601(c)] provides that if a foreign private issuer 
engages in an exchange offer, merger or other business combination 
with a domestic registrant, and the foreign private issuer files a 
Securities Act registration statement regarding this transaction, 
the foreign private issuer may file this registration statement in 
paper as long as the domestic registrant will not be subject to 
Exchange Act reporting requirements following the transaction.
    \46\ We intend to provide electronic form types for the MJDS 
forms used by qualifying Canadian filers as well as other forms, 
such as the Schedule B registration statement used by foreign 
governments, and reports filed by supranational entities under 17 
CFR 285 through 290, that currently lack an electronic form type.
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B. Foreign Issuer Forms and Documents Affected by the Amendments

1. Securities Act Registration Statements and Exchange Act Registration 
Statements and Reports
    As proposed, these amendments would require foreign private issuers 
to file electronically their Securities Act registration statements on 
Forms F-1, F-2, F-3, F-4,\47\ and any other appropriate form,\48\ 
absent a hardship exemption.\49\ They also would mandate the filing on 
EDGAR of Form F-6,\50\ the registration statement pertaining to 
depositary shares evidenced by American Depositary Receipts (``ADRs''). 
The proposed amendments also would require foreign private issuers to 
file on EDGAR their Exchange Act registration statements and annual 
reports on Form 20-F.\51\ They would further require the electronic 
submission of reports on Form 6-K, the Exchange Act form used by 
foreign issuers to submit periodic and current reports with the 
Commission.
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    \47\ 17 CFR 239.31, 239.32, 239.33 and 239.34.
    \48\ Foreign persons may also register securities on Forms S-8 
[17 CFR 239.16b] and S-11 [17 CFR 239.18] as well as on other 
registration statement forms normally used by U.S. issuers.
    \49\ See the discussion in Part II.B.8 below on the limited 
availability of hardship exemptions under Regulation S-T.
    \50\ Because Regulation S-T Rule 101(c)(15) [17 CFR 
232.101(c)(15)] currently lists Form F-6 as a form to be filed in 
paper only, the proposed amendments would remove this provision and 
renumber the remaining provisions in Rule 101(c) accordingly.
    \51\ We also propose a minor modification to Form 20-F. The 
second paragraph of General Instruction D of Form 20-F instructs 
registrants on how to file the Form 20-F on paper. It further states 
that while we do not require foreign private issuers to file 
registration statements and reports electronically, we encourage 
them to do so. We propose to remove this instruction.
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    Under the proposed amendments, foreign governments would have to 
file on EDGAR their Securities Act registration statements on Schedule 
B.\52\ Foreign governments would further have to file electronically 
their Exchange Act registration statements on Form 18 and their annual 
reports on Form 18-K.\53\
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    \52\ 15 U.S.C. 77a et seq., Schedule B.
    \53\ 17 CFR 249.218 and 249.318.
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2. Multijurisdictional Disclosure System Forms
    Under the proposed amendments, Canadian issuers that choose to use 
the MJDS would have to file electronically their registration 
statements on Forms F-7, F-8, F-9, F-10, and F-80.\54\ MJDS filers 
would also have to file electronically their registration statements 
and annual reports on Form 40-F.\55\ The proposed amendments would also 
require the filing on EDGAR of Forms 13E-4F, 14D-1F and 14D-9F,\56\ the 
tender offer forms under the MJDS.
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    \54\ We are also proposing some minor modifications to these 
MJDS forms to clarify that all of a registration statement submitted 
under cover of one of these forms must be in the English language. 
See Part II.C.3 below.
    \55\ 17 CFR 249.240f.
    \56\ 17 CFR 240.13e-102, 240.14d-102, and 240.14d-103.
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3. Schedules 13D and 13G and Tender Offer Schedules
    The proposed amendments would further mandate the filing on EDGAR 
of

[[Page 50748]]

third party forms, whether filed by a domestic or foreign company, that 
pertain to a foreign private issuer, since a third party filer would no 
longer be able to claim an EDGAR exemption based on the underlying 
EDGAR exemption for foreign private issuers. Thus, a domestic or 
foreign person would have to file on EDGAR its Schedule 13D \57\ or 13G 
\58\ that pertains to the securities of a foreign private issuer. 
Similarly, a domestic as well as a foreign bidder would have to file 
its Schedule TO \59\ with respect to a tender offer for securities of a 
foreign private issuer. A foreign private issuer that is subject to a 
tender offer by a domestic or foreign company would have to file its 
Schedule 14D-9 \60\ on EDGAR.
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    \57\ 17 CFR 240.13d-101.
    \58\ 17 CFR 240.13d-102.
    \59\ 17 CFR 240.14d-100.
    \60\ 17 CFR 240.14d-101.
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4. Form CB
    The proposed amendments would require under certain circumstances 
the electronic filing of one exemptive form--Form CB.\61\ Both foreign 
and domestic persons must file Form CB when engaging in specified 
rights offerings, exchange offers or business combinations with respect 
to a foreign private issuer.\62\ We propose to require the filing of 
Form CB on EDGAR in two instances.\63\ First, if the foreign or 
domestic company filing the form is an Exchange Act reporting company, 
and thus already a mandated EDGAR filer, it must file Form CB on EDGAR. 
In this instance, because the bidder or acquiror is already familiar 
with EDGAR requirements, requiring it to file its Form CB on EDGAR 
should not pose an undue burden.
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    \61\ Similar to our treatment of Form 6-K reports (see Form 6-K 
General Instruction B), our rules currently treat information and 
documents furnished under Form CB as not ``filed'' with the 
Commission or otherwise subject to the liabilities of Exchange Act 
Section 18 [15 U.S.C. 78r]. See Form CB General Instructions I(B). 
The proposed amendments would not alter this treatment.
    \62\ See Securities Act Rules 801(a)(4) and 802(a)(3) [17 CFR 
230.801(a)(4) and 230.802(a)(3)] and Exchange Act Rules 13e-
4(h)(8)(iii), 14d-1(c)(3)(iii), and 14e-2(d) [17 CFR 240.13e-
4(h)(8)(iii), 240.14d-1(c)(3)(iii), and 240.14e-2(d)].
    \63\ Proposed Rule 101(a)(vi).
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    Second, we propose to require the filing of Form CB on EDGAR if the 
foreign company that is the subject of a transaction covered by a Form 
CB is an Exchange Act reporting company even if the acquiror is not. In 
this instance, the subject foreign company will be a mandated EDGAR 
filer. Investors will therefore expect to have electronic access to all 
filings about the reporting foreign company, including a Form CB for 
which it is the subject company. This public interest warrants 
requiring the filing of a Form CB on EDGAR. Of course, the proposed 
amendment would permit the voluntary electronic filing of Form CB even 
when not required.\64\ A company that electronically files a Form CB 
would have to file on EDGAR the home jurisdiction documents that are 
attached to the Form CB as well.\65\
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    \64\ Proposed Rule 101(b)(7). A non-reporting company could 
continue to file a Form CB in paper when the subject company to 
which the Form CB relates is not a reporting company.
    \65\ An electronic filer would have to comply with Regulation S-
T Rule 306, which governs the treatment of foreign language 
documents in the EDGAR system. See Part II.C below for a discussion 
of proposed amendments to Rule 306.
---------------------------------------------------------------------------

    We also propose to amend the cover page of Form CB to require a 
filer to indicate whether it is filing the Form CB in paper as 
permitted by the proposed rule. This would facilitate the proper 
processing of Form CB by Commission staff.
    In some instances the company that is the subject of a Form CB 
transaction undertakes to furnish the Form CB along with all required 
home country materials instead of the bidder or offeror. In those 
instances, under our proposed amendment, if the bidder or offeror was 
an Exchange Act reporting company, the subject company would still have 
to file the Form CB and all required materials on EDGAR even though it 
was a non-reporting company. Similarly, if the bidder or offeror was a 
non-Exchange Act reporting company, and the subject company was an 
Exchange Act reporting company, the proposed amendment would mandate 
the filing of the Form CB on EDGAR whether filed by the bidder/offeror 
or subject company.
    There also may occur instances involving competing bidders for the 
securities of a non-reporting subject company when one bidder is an 
Exchange Act reporting company and the other is a non-reporting 
company. Under the proposed amendment, if each bidder files a Form CB, 
the Exchange Act reporting company would have to file its Form CB on 
EDGAR while the non-reporting company could file its Form CB on paper.
5. Forms F-X and F-N
    We also propose to require that foreign private issuers file 
electronically two auxiliary forms, Forms F-X and F-N. Form F-X is the 
form for designating a U.S. agent for service of process that is 
required for a MJDS filer and specified other foreign filers.\66\ Form 
F-N is the form for designating a U.S. agent for service of process by 
foreign banks and foreign insurance companies when they file 
registration statements under the Securities Act.\67\
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    \66\ In addition to a MJDS filer, the following persons must 
file a Form F-X: a non-U.S. person filing tender offer docments on 
Schedule 13E-4F, 14D-1F, or 14D-9F; a foreign trustee regarding 
securities registered on a MJDS Securities Act registration 
statement; a Canadian issuer filing an offering statement under 
Regulation A [17 CFR 230.251-230.263] or a Form SB-2 registration 
[17 CFR 239.10]; and a foreign issuer or other non-U.S. person 
filing Form CB in connection with a tender offer, rights, offering 
or business combination. See 17 CFR 239.42(d), (e), (f), and (g). In 
addition, under the Trust Indenture Act, specified Canadian trust 
companies acting as trustees under an indenture qualified or to be 
qualifed under the Trust Indenture Act must file a Form F-X with the 
Commission. Trust Indenture Act Rule 260.10A-5(b) [17 CFR 260.10a-
5(b)].
    \67\ Securities Act Rule 489 [17 CFR 230.489] requires the 
filing of Form F-N.
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    There are two exceptions to the electronic filing requirement 
proposed for Form F-X.\68\ The first pertains to those foreign issuers 
that must file Form F-X because they are Form CB filers. Since the 
proposed amendments only require the filing of Form CBs on EDGAR when 
the filer or the company that is the subject of a Form CB transaction 
is an Exchange Act reporting company, we propose the same approach for 
the Form F-X required to be filed by a foreign company along with a 
Form CB. The proposed amendments permit, but do not require, the filing 
of Form F-X on EDGAR if neither the filer nor the Form CB subject 
company is an Exchange Act reporting company.\69\
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    \68\ Proposed Rule 101(a)(vii) and 101(b)(8) old Regulation S-T.
    \69\ The same reasons that support requiring the filing of Form 
CB on EDGAR in these instances also support requiring the filing of 
the accompanying Form F-X in these instances.
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    The second Form F-X exception pertains to the requirement that a 
Canadian issuer submit a Form F-X when qualifying an offering statement 
pursuant to the provisions of Regulation A.\70\ Because Regulation S-T 
currently requires the submission of Regulation A filings in paper 
only, the proposed amendments would permit a Canadian Regulation A 
filer to submit the required Form F-X in paper.\71\
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    \70\ 17 CFR 239.42(f) and 17 CFR 230.263(a).
    \71\ Proposed Rule 101(a)(viii) of Regulation S-T.
---------------------------------------------------------------------------

    As with Form CB, we would amend Form F-X to require the filer to 
indicate whether it is filing the Form F-X in paper as permitted by the 
proposed rule. This would facilitate the proper processing of the Form 
F-X by Commission staff.
6. Exhibits
    The proposed amendments would afford to foreign filers the same 
treatment given to domestic filers regarding exhibits under Rule 102 of

[[Page 50749]]

Regulation S-T.\72\. We currently do not require a domestic filer to 
file electronically an exhibit previously filed in paper that is being 
incorporated by reference into the electronically filed document. As 
under the current rules, a foreign filer could voluntarily refile the 
exhibit on EDGAR.\73\ Upon amending its articles of incorporation or 
bylaws, a foreign filer would have to restate these documents in 
electronic format.\74\
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    \72\ 17 CFR 232.102.
    \73\ Rule 102(a) of the Regulations S-T [17 CFR 232.102(a)].
    \74\ This is consistent with the treatment of domestic issuers. 
Regulation S-T Rule 102(c) [17 CFR 232.102(c)].
---------------------------------------------------------------------------

    The proposed amendments would permit, but not require, a foreign 
issuer to submit electronically its annual report to security holders 
on a Form 6-K.\75\ This comports with our current treatment of 
``glossy'' annual reports furnished by domestic companies for the 
information of the Commission pursuant to Exchange Act Rule 14a-
3(c)\76\ or 14c-3(b)\77\ or the requirements of Form 10-K or 10-KSB 
\78\ under Exchange Act Section 15(d).\79\ A foreign issuer would be 
able to submit in paper both its Form 6-K and its annual report to 
security holders attached as an exhibit as long as the sole purpose of 
the Form 6-K was to provide a copy of this report. If the Form 6-K 
reported other information in addition to attaching the annual report 
to security holders, the foreign issuer would have to submit the Form 
6-K on EDGAR together with all exhibits, including the annual report to 
security holders exhibit.
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    \75\ Proposed amendment to Regulations S-T Rule 101(b)(1) [17 
CFR 232.101(b)(1)]. The proposed amendment also applies to MJDS 
filers.
    \76\ 17 CFR 240.14a-3(c).
    \77\ 17 CFR 240.14c-3(b).
    \78\ 17 CFR 249.310 and 310.b.
    \79\ 15 U.S.C. 78o. See, example, Form 10-K, the section 
following ``Signatures'' entitled ``Supplemental Information to be 
Furnished with Reports Pursuant to Section 15(d) of the Act * * *''
---------------------------------------------------------------------------

    We would amend the cover page of Form 6-K to require the foreign 
issuer to indicate that it is submitting the Form 6-K in paper solely 
to provide an attached copy of its annual report to security holders as 
permitted by proposed Regulation S-T Rule 101(b)(1). This proposed 
amendment would facilitate the proper processing of the form by 
Commission staff. We would also add an instruction to Form 6-K 
regarding the limited circumstances that would permit the filing of the 
Form 6-K in paper.\80\
---------------------------------------------------------------------------

    \80\ See proposed General Instruction D to the Form 6-K.
---------------------------------------------------------------------------

    Finally, we propose to amend Rule 303(b)\81\ of Regulation S-T to 
provide that if a foreign issuer incorporates by reference into any 
electronic filing any portion of an annual or other report to security 
holders, it must file the portion of the annual or other report to 
security holders in electronic format as an exhibit to the filing. 
Again, this comports with the treatment afforded to domestic 
companies.\82\
---------------------------------------------------------------------------

    \81\ 17 CFR 232.303(b).
    \82\ See the current version of Regulation S-T Rule 303(b) and 
Note 2 of General Instruction G to the Form 10-K annual report.
---------------------------------------------------------------------------

7. Trust Indenture Act Forms
    Regulation S-T currently requires the filing on EDGAR of statements 
and applications regarding trustee eligibility and indenture 
qualification \83\ under the Trust Indenture Act.\84\ The proposed 
amendments would require the filing on EDGAR of
---------------------------------------------------------------------------

    \83\ Regulation S-T Rule 101(a)(1)(ii) [17 CFR 
232.101(a)(1)(ii)].
    \84\ 15 U.S.C. 77aaa et seq. In contrast, Regulation S-T Rule 
101(c)(5) [17 CFR 232.101(c)(5)] currently requires the filing on 
paper of of applications for exemptive relief pursuant to section 
304 and 310 of the Trust indenture Act [15 U.S.C. 77ddd abd 77jjj, 
respectively]. This provision applies to both domestic and foreign 
filers and would remain the same under our proposed amendments.
---------------------------------------------------------------------------

     Forms T-1 and T-2 \85\ statements of trustee eligibility 
if submitted in connection with an indenture for which a foreign issuer 
is the obligor;
---------------------------------------------------------------------------

    \85\ 17 CFR 269.1 and 269.2.
---------------------------------------------------------------------------

     Form T-3 \86\ to qualify an indenture covering a foreign 
issuer's securities sold in offerings that are exempt from registration 
under the Securities Act; \87\ and
---------------------------------------------------------------------------

    \86\ 17 CFR 269.3.
    \87\ Rule a-1 [17 CFR 260.7a-1] under Trust Indenture Act 
Section 307(a) [15 U.S.C. 77ggg] authorizes the use of Form T-3.
---------------------------------------------------------------------------

     Form T-6 \88\ used by foreign corporations and other 
foreign business entities to obtain authorization to act as a sole 
trustee under an indenture qualified or to be qualified under the Trust 
Indenture Act.
---------------------------------------------------------------------------

    \88\ 17 CFR 269.9.
---------------------------------------------------------------------------

8. Hardship Exemptions
    The proposed amendments do not alter the provisions governing the 
availability of hardship exemptions under Regulation S-T. A foreign 
issuer that meets the requirements of Section 201 or 202 of Regulation 
S-T \89\ may obtain a temporary or continuing hardship exemption from 
the EDGAR filing requirements.\90\ As is the case with domestic filers, 
we expect to grant hardship exemptions for foreign issuers 
infrequently.\91\ Moreover, as is the case with domestic filers, our 
filing desk will not accept in paper format any filing submitted by a 
foreign issuer that must be filed electronically pursuant to Regulation 
S-T Items 100 and 101 unless the filing satisfies the requirements for 
a temporary or continuing hardship exemption under Regulation S-T.\92\
---------------------------------------------------------------------------

    \89\ 17 CFR 232.201 or 232.202. An EDGAR filer may obtain a 
temporary hardship exemption if it experience unanticipated 
technical difficulties that prevent thetimely preparation and 
submission of an electronic filing. See 17 CFR 232.201(a). An EDGAR 
filer may apply for a continuing hardship exemption if it cannot 
file all of part of diling without undue or expense. See 17 CFR 
232.202(a).
    \90\ A filer obtains a temporary hardship exemption by filing a 
properly legended paper copy of the filing under cover of Form TH 
pursuant to Regulation S-T Rule 201. In contrast to this self-
executing process, a filer can only obtained exemption by submitting 
a written application pursuant to Regulation S-T Rule 202, upon 
which the Commission staff must then act pursuant to delegated 
authoritry.
    \91\ In addition to pursuing a hardship exemption, a filer that 
has in good faith attempted to submnit a filing in a timely manner 
but has experienced a delay due to technical conditions beyond its 
control request a filing date adjustment pursuant to Regulation S-T 
Rule 13(b) [17 CFR 232.13(b)].
    \92\ Rule 14 of Regulation S-T [17 CFR 232.14].
---------------------------------------------------------------------------

9. Comment Solicited
    We solicit comment on the scope of the proposed amendments. Here 
and throughout the release, when we solict comment, we are interested 
in hearing from all interested parties, including members of the 
investing public, filers and members of the financial community. We are 
further interested in learning from all parties what aspects of the 
rule proposals they deem essential, what aspects they believe are 
preferred but not essential, and what aspects they believe should be 
modified.
    Should we include both foreign private issuers and foreign 
governments in the mandated EDGAR regime, as proposed? Or should we 
continue to allow foreign governments to file their Schedule B 
registration statements and Exchange Act documents in paper? If we 
extend the electronic filing requirements to both foreign private 
issuers and foreign governments, are there some foreign issuer forms or 
documents that in whole or in part should be exempt from these 
requirements? \93\
---------------------------------------------------------------------------

    \93\ See, for example, Part C below for a discussion of and 
comment solicited about our current and proposed treatment of a 
foreign government's annual budget exhibit to Forms 18 and 18-K.
---------------------------------------------------------------------------

    Should we require, rather than permit as proposed, the submission 
on EDGAR of a Form 6-K used solely to provide a foreign issuer's annual 
report to security holders? When a foreign issuer uses a Form 6-K to 
provide its annual report to security holders as well as to disclose 
additional information, should we permit the foreign issuer to submit 
its annual report exhibit in paper rather than require it to submit 
this exhibit

[[Page 50750]]

electronically, as proposed? \94\ Are there other exhibits to or parts 
of a Form 6-K or other document filed by a foreign issuer that we 
should permit, but not require, to be submitted electronically? For 
example, many foreign companies submit under cover of Form 6-K heavily 
formatted, statutory reports to their home country securities 
regulators. The proposed amendments would require the submission of 
these statutory reports in electronic format. We understand that many 
foreign companies are already preparing these statutory reports 
electronically. How widespread is this practice? Should we permit, but 
not require, the electronic submission of these statutory reports? Are 
investors interested in gaining electronic access to exhibits attached 
to a Form 6-K?
---------------------------------------------------------------------------

    \94\ If so, we would have to amend Form SE (17 CFR 239.64, 
249.444, 259.603, 269.8 and 274.403), the form used by electronic 
filers to submit in paper documents specified in Rule 311 of 
Regulation S-T, to provide for its use specifically for this 
purpose.
---------------------------------------------------------------------------

    Should we include all Form F-6s in the mandated EDGAR system, as 
proposed? For example, should we require the electronic filing of a 
Form F-6 even when the foreign private issuer whose securities underlie 
the ADRs that are the subject of the Form F-6 is not an Exchange Act 
reporting company and has only filed paper documents with the 
Commission pursuant to the Exchange Act Rule 12g3-2(b) exemption? \95\
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    \95\ 17 CFR 240.12g3-2(b). As explained below, both currently 
and under the proposed rule amendments, a foreign private issuer may 
submit only on paper an application and supporting materials 
pursuant to Exchange Act Rule 12g3-2(b).
---------------------------------------------------------------------------

    Should we require the electronic filing of all of the MJDS forms, 
as proposed? Are there parts of or exhibits to any of the MJDS forms 
that we should treat as permitted but not required items to be filed on 
EDGAR? If the applicable Canadian securities administrator has 
permitted the filing in paper of an exhibit in Canada, should we also 
permit the filing of this exhibit in paper if submitted as part of a 
MJDS filing?
    Instead of permitting some Form CBs to be filed in paper, as 
proposed, are there compelling reasons to require the electronic filing 
of all Form CBs, even those that are filed by non-Exchange Act 
reporting companies regarding transactions with other non-Exchange Act 
reporting companies? What are the costs and burdens that a non-Exchange 
Act reporting company would incur if we required it to file a Form CB 
on EDGAR? Are there any Form CB transactions where the costs of filing 
electronically would not be justified?
    Should we require, as proposed, the filing on EDGAR of a Form CB 
that pertains to a transaction with a foreign private issuer that is an 
Exchange Act reporting company even when the filer is a non-Exchange 
Act reporting company? In a competitive bidding situation for the 
securities of a non-Exchange Act reporting company, should we require a 
bidder that is an Exchange Act reporting company to file the Form CB on 
EDGAR, as proposed, even though a non-reporting bidder could file its 
Form CB on paper? Would any of the above proposed requirements 
discourage the use of the Form CB and the extension of offers to U.S. 
persons pursuant to the exemptive Securities Act and tender offer 
rules?
    Should we require the filing on EDGAR of all Trust Indenture Act 
forms submitted in connection with an indenture under which a foreign 
private issuer is an obligor? For example, should we make an exception 
for filers of Form T-3 that pertain to debt securities not required to 
be registered under the Securities Act if the foreign issuer is not an 
Exchange Act reporting company? \96\
---------------------------------------------------------------------------

    \96\ See Trust Indenture Act Section 307(a) and Trust Indenture 
Act Rule 7a-1.
---------------------------------------------------------------------------

C. Electronic Filing Hours

    EDGAR filers that submit their documents to the Commission by 
direct transmission, either through the Internet or by dial-up modem, 
can take advantage of longer filing hours than those provided for paper 
filers or issuers filing by magnetic cartridge. The Commission accepts 
EDGAR filings by direct transmission from 8 a.m. until 10 p.m. Eastern 
Standard Time or Eastern Daylight Saving Time, whichever is in effect, 
every day except for Saturdays, Sundays and federal holidays.\97\ In 
contrast, paper and magnetic cartridge filings must be submitted by 
5:30 p.m.\98\ Most EDGAR filings submitted by direct transmission after 
5:30 p.m. receive the next day's date as the official date of 
filing.\99\
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    \97\ Regulation S-T Rule 12(c) [17 CFR 232.12(c)].
    \98\ Regulation S-T Rule 12(b) [17 CFR 232.12(b)].
    \99\ Regulation S-T Rule 13(a)(2) [17 CFR 232.13(a)(2)]. The one 
exception pertains to filings made pursuant to Securities Act Rule 
462(b) [17 CFR 230.462(b)], which automatically become effective 
upon filing. If made between 5:30 p.m. and 10 p.m., these Rule 
462(b) filings are deemed filed on the same business day. See 
Regulation S-T Rule 13(a)(3) [17 CFR 232.13(a)(3)].
---------------------------------------------------------------------------

    We are not currently proposing to change the Commission's filing 
hours for electronic filings made by direct transmission. Foreign 
issuers currently filing electronically generally do not appear to have 
difficulty making filings in a timely fashion. In many cases, they use 
filing agents based in the United States to submit their filings.
    Nevertheless, we request comment on whether the current EDGAR 
filing hours could prove to be an undue burden on foreign companies, 
some of whose business hours overlap minimally, or do not overlap at 
all, with the EDGAR filing hours. We invite comment on the extent to 
which extending the EDGAR filing hours, if it proved feasible, would 
assist foreign or domestic filers in different time zones in complying 
with their electronic filing obligations. We also request data to 
quantify both the burden imposed by the current EDGAR filing hours and 
the value of extending these hours for foreign and domestic issuers 
operating in different time zones.

D. Treatment of Foreign Language Documents

    Under our current rules, with one significant difference, both 
EDGAR and paper filers must file their Securities Act and Exchange Act 
registration statements and Exchange Act reports in the English 
language.\100\ This substantially similar treatment ensures that 
investors in the United States, as well as Commission staff and members 
of the U.S. financial community, will be able to understand the 
securities documents of any issuer that offers to sell registered 
securities in or otherwise seeks to avail itself of the U.S. capital 
markets.
---------------------------------------------------------------------------

    \100\ See Regulation S-T Rule 306, Securities Act Rule 403(c) 
[17 CFR 230.403(c)] and Exchange Act Rule 12b-12(d) [17 CFR 240.12b-
12(d)].
---------------------------------------------------------------------------

    The one significant difference between the EDGAR and paper filing 
rules regarding the use of foreign language documents is that 
Regulation S-T Rule 306 forbids the filing on EDGAR of any foreign 
language document without exception. In contrast, the corresponding 
paper filing rules permit the filing of a foreign language document as 
an exhibit to or other part of a registration statement or report as 
long as the foreign language document is accompanied by a ``summary, 
version or translation in the English language.'' For the reasons 
discussed below, we propose to amend the paper filing rules to conform 
to Regulation S-T Rule 306. We also propose minor modifications to Rule 
306.
1. Treatment Under Rule 306, the Electronic Filing Rule
    Regulation S-T Rule 306 broadly prohibits the filing of foreign 
language documents in electronic format. Thus, under Rule 306, the body 
of a registration statement, prospectus, schedule or report as well as 
exhibits or other documents filed with the

[[Page 50751]]

registration statement, prospectus, schedule or report must all be in 
the English language. If a required document is in a foreign language, 
a company or other party must file instead on EDGAR a fair and accurate 
English translation of the foreign language document.\101\ Filers must 
also include in each English language translation a written 
representation signed by a designated officer that the English version 
document is a fair and accurate representation of the foreign language 
document.
---------------------------------------------------------------------------

    \101\ Rule 306(a) [17 CFR 232.306(a)].
---------------------------------------------------------------------------

    The proposed amendments would not substantively alter our current 
treatment of foreign language documents under Rule 306. Its English 
translation requirement ensures that most investors and other 
interested parties in the U.S. market will be able to read all material 
information about a filing foreign issuer. Since investor understanding 
is a prerequisite to the development of a market for a foreign issuer's 
securities in the United States, a foreign issuer benefits by 
translating into English all of its securities documents, including 
exhibits, filed with the Commission. Our treatment of foreign language 
documents also reflects the practical limitations of the EDGAR 
software, which currently only recognizes a limited number of foreign 
language symbols and characters.\102\
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    \102\ For this reason, Rule 306(b) [17 CFR 232.306(b)] requires 
an electronic filer to express foreign currency denominations in 
words or letters rather than representative symbols unless the 
electronic filing is in HTML. In that case, the EDGAR filing may 
include any representative foreign currency symbol specified in the 
EDGAR Filer Manual. The proposed amendments would leave this 
provision intact.
---------------------------------------------------------------------------

    We propose, however, to make minor revisions to Rule 306, for 
example, to clarify that all electronic submissions \103\ as well as 
filings must be in the English language. This proposed language 
reflects the fact that, under our current rules, some forms, such as 
Form 6-K and Form CB, are not deemed filed with the Commission for the 
purpose of Exchange Act Section 18. A party must nevertheless 
electronically submit these forms and accompanying documents in the 
English language.
---------------------------------------------------------------------------

    \103\ Regulation S-T Rule 11 (17 CFR 232.11) defines 
``electronic submission'' as any document, such as a filing or 
correspondence, or series of documents transmitted or delivered to 
the Commission in electronic format.
---------------------------------------------------------------------------

    The proposed amendments would also correct a discrepancy between 
current Rule 306 and Form 18-K's annual budget exhibit requirement 
imposed on foreign governments. Form 18-K instructs a foreign 
government to provide a copy of its latest annual budget while 
explicitly informing the filer that it need not provide a corresponding 
English translation.\104\ Thus, when filing Form 18-K in paper, a 
foreign government may satisfy this instruction by providing a copy of 
the foreign language version of its latest annual budget. In contrast, 
if filing Form 18-K electronically, under the current version of Rule 
306, a foreign government cannot file in electronic format the foreign 
language version of its latest annual budget. Yet, as an electronic 
filer, it also cannot submit a copy of the foreign language version in 
paper because Form SE, which is the form used by electronic filers to 
submit a document in paper, does not currently allow for this use.\105\ 
Rule 306 provides instead that if no English translation of the budget 
is available, it need not be filed at all.\106\
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    \104\ Form 18-K, Exhibit Instructions, paragraph (c). This 
reflects concerns that the typically lengthy annual budget could be 
costly to translate.
    \105\ See Regulation S-T Rule 311.
    \106\ See the Note to Regulation S-T Rule 306(a). As provided in 
this Note, the Commission staff currently reserves the right to 
review a copy of the annual budget upon request.
---------------------------------------------------------------------------

    Consequently, under the current rules, a foreign government that 
has not prepared an English translation of its latest annual budget 
need not submit its annual budget as an exhibit on EDGAR, and cannot 
submit it in paper, despite the requirements of Form 18-K. In order to 
correct this anomaly, we propose to amend Rule 306 to require a foreign 
government or political subdivision to file its latest annual budget in 
a foreign language in paper under cover of Form SE if no English 
translation is available.\107\ We further propose to amend Rule 311 to 
allow the use of Form SE specifically for this purpose.\108\
---------------------------------------------------------------------------

    \107\ Proposed Rule 306(b).
    \108\ Proposed Rule 311(f).
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2. Elimination of the Summary Option Under Rules 403(c) and 12b-12(d), 
the Rules for Paper Filings Submitted Under a Hardship Exemption or 
Rule 101 of Regulation S-T
    After adoption of our proposed mandated EDGAR regime for foreign 
issuers, a filer could only submit documents in paper to the Commission 
pursuant to a hardship exemption under Regulation S-T Rules 201 or 202 
or in the limited circumstances recognized by Rule 101(b) or (c).\109\ 
In these few instances a filer would have to abide by Securities Act 
Rule 403(c) or Exchange Act Rule 12b-12(d), the rules governing the 
treatment of foreign language documents for paper filings. Unlike 
Regulation S-T Rule 306, these rules permit a filer to submit a foreign 
language document as an exhibit or other part of the filing, but not in 
the body of the filing, as long as it is accompanied by a ``summary, 
version or translation in the English language.'' We propose to amend 
Securities Act Rule 403(c) and Exchange Act Rule 12b-12(d) to eliminate 
the reference to an English language summary or version for the 
following reasons.\110\
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    \109\ For example, under the proposed amendment to Rule 101(b), 
a foreign issuer could submit in paper its annual report to security 
holders attached to a Form 6-K. A filer could also submit a Form CB 
in paper if neither company involved was an Exchange Act reporting 
company.
    \110\ Foreign issuers that currently file in paper will not be 
able to submit a summary of a foreign language document following 
adoption of our proposed amendments since, as mandated EDGAR filers, 
they will be subject to Regulation S-T Rule 306, which requires an 
English translation of an entire foreign language document.
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    First, the primary reason for mandating the English language 
translation of foreign language documents that must be filed 
electronically--ensuring investor understanding of the foreign issuer 
in the United States--also compels requiring the translation in English 
of exhibits and other documents filed with the Commission in 
paper.\111\ Elimination of the ``English summary'' option would also 
reflect the staff's experience that many of the summaries submitted 
have been too brief and too general. Adoption of the same ``English 
translation'' standard for all filed documents also would ensure that 
electronic filers, which will constitute the vast majority of filers, 
will not be treated more stringently than paper filers. Moreover, 
elimination of the reference to ``version'' would remove a term that is 
vague and confusing.
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    \111\ For this reason, we currently require Form CB filers to 
submit English translations of all attached home country documents 
required to be sent to U.S. security holders or published in the 
United States. The proposed amendments would continue this 
requirement whether the Form CB is filed electronically or in paper.
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    Further supporting the elimination of the ``English summary or 
version'' option for paper filers is the fact that the option has 
limited practical utility. In practice, the Commission staff has 
interpreted the paper filing rules restrictively to permit English 
summaries or versions only in some circumstances. For example, the 
staff has typically not permitted summaries or versions of exhibits 
that, in the staff's view, are too important to present in an abridged 
fashion. These exhibits include articles of incorporation, whether 
original or restated, memoranda of association, bylaws, instruments 
defining the rights of security holders, voting agreements, and 
exhibits

[[Page 50752]]

containing financial statements. This list comprises most of the 
exhibits required for a Form 20-F registration statement or annual 
report.
    Current Commission staff practice also precludes the summarizing of 
a material contract exhibit or other document for which a filer is 
seeking confidential treatment in whole or part pursuant to Rule 83 of 
the Commission's rules concerning information and requests,\112\ 
Securities Act Rule 406 \113\ or Exchange Act Rule 24b-2.\114\ 
Regulation S-T requires the submission of all confidential treatment 
requests and supporting documents to be in paper only.\115\ The staff 
does not permit a confidential treatment applicant to submit in paper 
an English summary or version of a foreign language exhibit that is the 
subject of the confidential treatment request. A line by line 
translation of the entire document is necessary to enable the 
Commission's staff to determine whether to grant the filer's 
confidential treatment request. A filer cannot submit a summary or 
abridged version of a foreign language document that is the subject of 
a confidential treatment request either as a substitute for the 
publicly filed, redacted version or the confidentially submitted, 
unredacted version.\116\
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    \112\ 17 CFR 200.83.
    \113\ 17 CFR 230.406.
    \114\ 17 CFR 240.24b-2.
    \115\ Rule 101(c)(1)(i) [17 CFR 232.101(c)(1)(i)].
    \116\ See revised Staff Legal Bulletin No. 1, dated July 11, 
2001, published by the Division of Corporation Finance, at Section 
II(D)(3), which is available at www.sec.gov/interps/legal/slbf1r.htm.
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    In addition to eliminating the reference to an English ``summary'' 
or ``version,'' the proposed amendments would adopt the written 
representation requirement of Regulation S-T Rule 306 for paper 
filings. Both amended Securities Act Rule 403(c) and Exchange Act Rule 
12b-12(d) would require a paper filer to include in any submitted 
English translation of a foreign language document a written 
representation, signed by the paper filer's designated officer or 
official, that the submission was a fair and accurate translation of 
the foreign language document. This written representation requirement 
should help to ensure the accuracy of any translated document filed in 
paper.
    The proposed amendment of Exchange Act Rule 12b-12(d) also would 
adopt the ``annual budget'' exception of Regulation S-T Rule 306 for 
paper filings. A foreign government filing a Form 18 or 18-K would have 
to submit an English translation of its latest annual budget only if 
one were available. If a foreign government lacked an available English 
translation, it would have to file a paper copy of the foreign language 
version of its latest annual budget.\117\
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    \117\ This provision is consistent with proposed Rule 306(b). 
The proposed amendment of Exchange Act Rule 12b-12(d) would also 
refer both to filings and submissions, similar to proposed Rule 
306(a).
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3. Foreign Language Instructions on Form 6-K and MJDS Forms
    We also propose a conforming amendment to Form 6-K's General 
Instruction D, which pertains to English translation requirements for 
documents submitted under cover of Form 6-K. The first paragraph 
currently provides that, pursuant to Exchange Act Rule 12b-12(d), a 
filer must provide an English translation, version or summary of press 
releases, communications or other materials distributed to holders of 
securities for which a filer has reporting obligations under the 
Exchange Act and which it must furnish under cover of Form 6-K. The 
second paragraph then provides that a filer need not furnish any other 
documents, including offering circulars relating solely to foreign 
offerings, unless it has prepared an English translation, version or 
summary. This paragraph further instructs that if the filer has not 
prepared an English translation, version or summary, it can submit a 
brief description of the document although there is no requirement to 
submit a copy of the original language document.
    In light of the proposed amendments to Rule 306, and in an attempt 
to achieve uniformity in the treatment of foreign language documents, 
we propose to remove most of General Instruction D. We would replace it 
with the instruction that, under Regulation S-T Rule 306, an electronic 
filer must provide an English translation of any foreign language 
document that is the subject of the Form 6-K report. The instruction 
would then refer filers that are filing on paper under a hardship 
exemption to the similar requirements of Exchange Act Rule 12b-12(d).
    We further propose to amend an instruction regarding foreign 
language documents that currently appears on all of the Securities Act 
registration statements under the MJDS. This instruction currently 
states that if any part of the MJDS prospectus is in a language other 
than English, the MJDS filer must submit an English translation along 
with the prospectus. The instruction also requires a MJDS filer to 
submit an English translation or summary of any foreign language 
exhibit, paper or other document filed as part of a MJDS registration 
statement or amendment.\118\
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    \118\ See Form F-7, General Instruction, II.G; Form F-8, General 
Instruction IV.I; Form F-9 General Instruction II.I; Form F-10, 
General Instruction II.J; and Form F-80, General Instruction IV. I.
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    We initially adopted this instruction to accommodate Canadian 
filers such as Quebec companies that wished to publish parts of their 
Canadian prospectuses or exhibits in French. However, this instruction 
has rarely been used if at all. Moreover, in light of our proposed 
inclusion of MJDS forms in mandated EDGAR, and our proposed amendment 
of Rule 306, we propose to amend this MJDS instruction as follows.
    First, the proposed revised instruction would state that an 
electronic filer may only submit the registration statement in the 
English language pursuant to Regulation S-T Rule 306. If any part of 
the body of the Canadian registration statement is in a language other 
than English, the filer must provide an English translation instead of 
the foreign language version when filing the MJDS document with the 
Commission in electronic format. The proposed amended instruction would 
further provide that
     If an electronic filer wishes to submit a foreign language 
exhibit or other supplementary document with the registration 
statement, it must instead provide an English translation of the 
exhibit or other document as required by Regulation S-T Rule 306; and
     if filing the registration statement in paper under a 
hardship exemption under Regulation S-T Rules 201 or 202 or as 
otherwise permitted by the Commission, a filer must file a registration 
statement that complies with Securities Act Rule 403(c).
4. Comment Solicited
    We solicit comment on our proposed amendments to Regulation S-T 
Rules 306 and 311 and Securities Act Rule 403(c) and Exchange Act Rule 
12b-12(d) as well as to the foreign language instruction to the MJDS 
forms and to Form 6-K. Should we preclude filers from providing English 
summaries or versions of foreign language exhibits, as proposed? What 
are the costs expected to affect a foreign issuer as a result of our 
elimination of the summary option? Because of these expected costs, 
should we continue to permit paper filers to provide English summaries 
of specified exhibits? If so, what exhibits are appropriate subjects to 
be summarized and why? Are there some exhibits that are too important 
to be summarized? If so, what are they?
    Are there conditions that would render a summary a suitable 
substitute

[[Page 50753]]

for an unabridged version? For example, should we permit a filer to 
provide a summary if it could not obtain a fair and accurate English 
translation without undue effort and expense? Do foreign filers have 
difficulty finding competent translation services? Are there other 
conditions that would render the filing of a summary proper? Should we 
amend Regulation S-T Rule 306 to allow electronic filers to submit 
English summaries of specified exhibits? If so, should we also amend 
Form SE to enable filers to submit a paper copy of a foreign language 
document when electronically filing an English summary of that 
document? Or is the summary of a foreign language document of limited 
practical utility for most U.S. investors? Should any rule permitting 
the use of a summary provide specific guidance as to when a summary is 
or is not acceptable? What guidance would be useful?
    Should we require a foreign government filing electronically to 
submit the foreign language version of its latest annual budget in 
paper under cover of Form SE if no English translation is available, as 
proposed? Or should we continue to permit a foreign government filing 
electronically to omit its latest annual budget exhibit to its Form 18 
or 18-K if no English translation is available? Conversely, should we 
require an English translation of the budget or of its material 
features?
    Should we adopt the same requirements governing the treatment of 
foreign language documents for filers filing electronically and those 
filing in paper as proposed? In particular, should we adopt for paper 
filers Rule 306's requirement that a designated official of the filer 
attest in writing to the accuracy of an English translation of an 
exhibit? Should we eliminate the written representation requirement for 
both electronic and paper filers? Do the antifraud provisions of the 
federal securities laws afford investors sufficient protection from and 
deter the making of material misrepresentations or omissions concerning 
English translations of foreign language documents?
    Regarding our proposed revisions to the MJDS ``foreign language'' 
instruction, should we require that MJDS electronic filers abide by 
amended Rule 306, as proposed? Or are there any circumstances that 
would justify exempting a MJDS filer from the English translation 
requirement and allowing the submission of an English summary instead? 
Similarly, are there circumstances that we should specify on Form 6-K 
that would permit the use of an English summary instead of a 
translation?

E. Amendment To Require Electronic Filing Instruction for Schedule B 
Registrants That Are Incorporating by Reference

    Forms F-2, F-3 and F-4 \119\ and their domestic counterparts, Forms 
S-2, S-3 and S-4 \120\ enable qualified registrants to incorporate by 
reference Exchange Act reports as well as exhibits and amendments to 
these reports into their registration statements. Each of these forms 
requires a registrant to identify the report being incorporated by 
reference and to state that, upon the request of any person that has 
received a prospectus, the registrant will provide a copy of any 
information incorporated by reference that has not been delivered with 
the prospectus. In conjunction with these requirements, each of these 
forms bears an ``electronic filing'' instruction that requires a 
registrant to disclose in a prospectus information concerning the 
electronic availability of a registrant's reports and other information 
on the Commission's website. A registrant is further encouraged to give 
its own Internet address, if available.\121\
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    \119\ 17 CFR 239.32, 239.33 and 239.34.
    \120\ 17 CFR 239.12, 239.13 and 239.25.
    \121\ See, for example, Form F-3, Items 6(d) and 6(e).
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    A foreign government or political subdivision may also incorporate 
by reference its Form 18-K annual report and any exhibit or subsequent 
amendment to this report into a Schedule B registration statement if, 
upon application to the Division of Corporation Finance, the Division 
does not object to this incorporation by reference. Because there is no 
form for a Schedule B registration statement, Division staff has 
outlined procedures for a Schedule B filer that seeks to incorporate by 
reference.\122\ These procedures are substantially similar to the 
requirements established for domestic and foreign private issuers that 
seek to incorporate by reference.\123\
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    \122\ A Schedule B filer that seeks to incorporate by reference 
must follow the staff's procedures outlined in a no-action letter 
that relates specifically to that filter. See, for example, Province 
of Nova Scotia no-action letter, dated November 1, 1999; Republic of 
Turkey no-action letter, dated October 19, 1999; and Republic of 
South Africa no-action letter, dated October 4, 1999.
    \123\ These requirements include stating that the registrant 
will furnish upon request a copy of any report, including exhibits 
and amendments, incorporated by reference. Provice of Nova Scotia 
no-action letter.
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    Currently there is no substantially similar ``electronic filing'' 
instruction for a Schedule B registration statement. We propose to 
amend Securities Act Rule 493 to require that a foreign government 
intending to incorporate by reference its Form 18-K annual report 
provide the following information in its electronically filed Schedule 
B registration statement:
     The foreign filer must state that the SEC maintains an 
Internet site that contains reports, statements and other information 
regarding issuers that file electronically with the SEC; and
     The foreign filer must disclose the address for the SEC 
Internet site at (http://www.sec.gov).

The instruction would also encourage the foreign filer to provide its 
own Internet address, if available.\124\
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    \124\ Proposed Securities Act Rule 493(c). See the Commission's 
interpretive release entitled ``Use of Electronic Media,'' SEC 
Release No. 33-7856 (April 28, 2000) [65 FR 25843] for guidance on, 
among other matters, issues arising from the use of hyperlinks in 
connection with securities documents posted on a company's website.
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    The proposed rule would also state that a foreign government must 
file its Schedule B registration statement on EDGAR unless it has 
obtained a hardship exemption pursuant to Regulation S-T Rule 201 or 
202.\125\ Since foreign governments have thus far only filed their 
Schedule B registration statements in paper, we believe that this 
provision is a useful reminder of their new EDGAR filing status.
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    \125\Proposed Securities Act Rule 493(b).
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F. Treatment of Supranational Entities' Reports

    Regulation S-T currently permits, but does not require, the 
International Bank for Reconstruction and Development (``World Bank'') 
to file on EDGAR its annual and periodic reports and its reports 
concerning proposed distributions of its primary obligations that the 
World Bank must submit to the Commission.\126\ The proposed amendments 
do not alter the voluntary electronic filing treatment of this 
supranational entity. However, we propose to amend Section 101 of 
Regulation S-T to enable other supranational entities that have 
Commission reporting obligations to file voluntarily their annual, 
periodic and transactional reports on EDGAR.\127\ These additional 
supranational entities consist of the Inter-American Development 
Bank,\128\ the Asian

[[Page 50754]]

Development Bank,\129\ the African Development Bank,\130\ the 
International Finance Corporation,\131\ and the European Bank for 
Reconstruction and Development.\132\ We also intend to amend the EDGAR 
system and the EDGAR Filer Manual to create electronic form types for 
these reports to the extent that they do not already exist.
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    \126\ Regulation S-T Rule 101(b)(6) [17 CFR 232.101(b)(6)]. The 
World Bank must submit the reports under the Rules and Regulations 
Pursuant to Section 15(a) of the Bretton Woods Agreements Act [17 
CFR 285] and, in particular, 17 CFR 285.2 and 285.3.
    \127\ Proposed Rule 101(b)(6)(i) through (vi).
    \128\ See General Rules and Regulations Pursuant to Section 
11(a) of the Inter-American Development Bank Act [17 CFR 286].
    \129\ See General Rules and Regulations Pursuant to Section 
11(a) of the Asian Development Bank Act [17 CFR 287].
    \130\ See General Rules and Regulations Pursuant to Section 9(a) 
of the African Development Bank Act [17 CFR 288].
    \131\ See General Rules and Regulations Pursuant to Section 
13(a) of the International Finance Corporation Act [17 CFR 289].
    \132\ See General Rules and Regulations Pursuant to Section 9(a) 
of the European Bank for Reconstruction and Development Act [17 CFR 
290].
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    We solicit comment regarding our treatment of supranational 
entities' reports under the proposed amendments. Should we require, 
rather than permit, the above supranational entities to file their 
reports on EDGAR?

G. Documents Submitted Pursuant to Exchange Act Rule 12g3-2(b)

    The proposed amendments would not alter our current practice of 
requiring foreign private issuers to submit on paper their applications 
and supporting documents for the exemption pursuant to Exchange Act 
Rule 12g3-2(b).\133\ Because a foreign company that has received a Rule 
12g3-2(b) exemption is afforded only limited access to U.S. capital 
markets and is not an Exchange Act reporting company, there is less 
public interest in, and less need for electronic access to, the 
submissions that a Rule 12g3-2(b) company must make to the Commission 
in order to maintain its exempt reporting status. This treatment is 
consistent with, and analogous to, our current treatment of 
applications for an exemption from Exchange Act reporting obligations 
filed pursuant to Exchange Act Section 12(h).\134\
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    \133\ 17 CFR 240.12g3-2(b). This rule provides an exemption from 
Section 12(g) of the Exchange Act [15 U.S.C. 78l(g)] for foreign 
private issuers that have not chosen to access the U.S. capital 
markets. After providing the Commission with information about its 
home country disclosure requirements and U.S. shareholder 
information, a qualifying applicant receives an exemption from 
Exchange Act reporting upon the condition that it furnish to the 
Commission on an ongoing basis its securities documents required to 
be furnished or that it furnishes voluntarily in its home country.
    \134\ 15 U.S.C. 78l(h). We require the filing of Section 12(h) 
exemptive applications in paper pursuant to Regulation S-T Rule 
101(c)(17) [17 CFR 232.101(c)(17)]. Although the basis for Exchange 
Act Rule 12g3-2(b) is Exchange Act Section 12(g)(3) [15 U.S.C. 
78l(g)(3)], this statutory section is analogous to Exchange Act 
Section 12(h).
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    We solicit comment regarding our treatment of Rule 12g3-2(b) 
documents. Should we permit, but not require, foreign private issuers 
to submit their Rule 12g3-2(b) applications and supporting documents on 
EDGAR? Should we require the electronic filing of Rule 12g3-2(b) 
applications and supporting documents?

H. Transition Period

    We anticipate that the amendments would become effective for 
filings made four months from their date of adoption. This four-month 
transition period would give foreign issuers enough time to learn the 
Commission's rules and procedures regarding EDGAR and, if they have not 
already done so, to train their employees or hire a filing agent that 
is familiar with our EDGAR system. This transition period would be 
particularly helpful to foreign issuers that are not yet accustomed to 
filing their securities documents electronically in some format. 
Foreign issuers could of course voluntarily file their securities 
documents on EDGAR during this transition period, and test filings 
would be encouraged.\135\ We solicit comment on whether the proposed 
four-month period is appropriate. If not, is it too long or too short, 
and why?
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    \135\ See Section 5.11.4 of the EDGAR Filer Manual (Release 
7.5.b), Volume I for further information about test filings on 
EDGAR.
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    We currently intend to permit registrants that have filed their 
registration statements in paper before the proposed rules' effective 
date to continue to file their pre-effective amendments in paper for a 
limited period of time, for example, one month following the proposed 
rules' effective date until their registration statements are 
effective. If the registration statement becomes effective before this 
limited period has expired, a filer could also file in paper its 
prospectus submitted pursuant to Securities Act Rule 430A.\136\ 
However, once the limited period has ended, we anticipate that a filer 
would have to submit any amendment, whether pre-effective or post-
effective, or prospectus supplement in electronic format.
---------------------------------------------------------------------------

    \136\ 17 CFR 230.430A.
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    We solicit comment on whether to permit this paper filing of 
registration statements for a limited time after the effective date of 
the proposed rules. Should we permit it for a period of one month, two 
months, or more than two months following the rules' effective date? If 
you believe that a longer period is necessary, for how long and why? 
Should we require the electronic filing of the last submitted version 
of the registration statement before effectiveness? Should we permit 
the paper filing of the prospectus filed pursuant to Rule 430A of the 
Securities Act, as proposed?

III. Cost-Benefit Analysis

    We expect that the proposed amendments to Regulation S-T will 
achieve the same benefits for investors, foreign issuers and others 
realized when we adopted the mandated EDGAR filing system for domestic 
filers in 1993. At that time we excluded foreign filers from mandated 
EDGAR filing because we believed that they would incur higher costs 
from the implementation of EDGAR than those faced by domestic filers. 
Since then significant technological advances have occurred that, 
together with the recent modernization of EDGAR, should reduce EDGAR 
costs for foreign filers. Because of these developments, we believe 
that it is now appropriate to include foreign filers in our mandated 
EDGAR system.

A. Expected Benefits

    The proposed amendments should benefit investors, financial 
analysts and others by increasing the efficiency of retrieving and 
disseminating information about foreign issuers that file registration 
statements, periodic reports and other documents with the Commission. 
The mandated electronic transmission of foreign issuers' securities 
documents will enable investors to access more quickly registration 
statements, annual and periodic reports and other filings containing 
detailed information about foreign issuers. Instead of having to come 
in person or through an agent to the Commission's public reference 
room\137\ to conduct a search for a particular foreign issuer filing 
that is in paper or microfiche, an investor will be able to find and 
review a foreign issuer filing on any computer with an Internet 
connection by accessing the EDGAR system through the Commission's 
website or through a third party website that links to EDGAR. The 
proposed amendments will also enable financial analysts and others to 
retrieve, analyze and disseminate more rapidly information about 
reporting foreign issuers. As a result, not only should an investor be 
able to form more efficient investment decisions about particular 
foreign issuers, but foreign issuers should benefit from increased 
market exposure for their securities in the United States.
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    \137\ The Commission's public reference room is located in its 
Washington, D.C. headquarters.

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[[Page 50755]]

    Foreign issuers should further benefit from the increased 
efficiencies in the filing process resulting from the proposed 
amendments. By electronically transmitting their securities documents 
directly to the Commission, foreign issuers will avoid the 
uncertainties and delays that can occur with the manual delivery of 
paper filings. Foreign issuers also will benefit from no longer having 
to submit multiple copies of paper documents to the Commission. Foreign 
issuers will further benefit from the Commission's longer filing hours 
for the direct electronic transmission of documents, which will enable 
foreign issuers to file their securities documents directly via EDGAR 
until 10 p.m. Eastern Standard Time or Eastern Daylight Saving Time, 
whichever is in effect.\138\
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    \138\ See Part II.C. above.
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    Both foreign issuers and investors should benefit from increased 
efficiencies in the Commission's storage, retrieval, and analysis of 
foreign issuer filings, which are expected to result from the proposed 
amendments. Because the Commission's staff will be able to retrieve and 
analyze information about foreign filers more readily than under our 
current paper system, mandated electronic filing for foreign issuers 
should facilitate both the staff's review of a particular foreign 
issuer's registration statement or report and its study of issues 
affecting most foreign filers. For example, the proposed amendments 
should enable Commission staff to access quickly a foreign registrant's 
Exchange Act reports that have been incorporated by reference into a 
Securities Act registration statement that is the subject of review. 
Because Commission staff must review these incorporated reports when 
conducting a full review of the Securities Act document, electronic 
access to all relevant reports should facilitate the timely completion 
of the review process for a foreign registrant.
    The proposed amendments would also enable Commission staff to 
access rapidly registration statements, reports and related 
correspondence pertaining to other foreign issuers that are in the same 
geographic region or industry group as a foreign registrant. This 
electronic access would foster the development of consistent comments 
on issues that are common to foreign registrants. This should result in 
better disclosure to the benefit of foreign issuers and the investing 
public alike.
    Investors and members of the financial community should also 
benefit from the proposed amendments' elimination of the rule 
permitting a paper filer to submit an English language summary of a 
foreign language exhibit. They also will similarly benefit from the 
application of Rule 306, which also does not permit a summary of a 
foreign language document, to foreign issuers that were former paper 
filers but, following adoption of the proposed amendments, have become 
mandated EDGAR filers. By requiring former and current paper filers to 
submit an English translation of the entire foreign language document, 
the proposed amendments would help ensure that all material information 
about a foreign company is available to investors and others.
    We are aware that many foreign issuers already post their financial 
statements in electronic format on their websites.\139\ Nevertheless, 
we believe that mandated EDGAR filing for foreign issuers is beneficial 
to investors for the following reasons.
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    \139\ See Part III.B. below.
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     Mandated EDGAR filing for foreign issuers would result in 
the Commission's creation of a central electronic repository for 
foreign filings that is free to anyone that has access to a computer 
linked to the Internet.
     Some foreign issuers have only posted on their websites 
financial statements that meet their home country requirements and not 
the Commission's requirements.
     Many foreign issuers have electronically formatted their 
financial statements only in PDF for viewing on their websites. PDF's 
search capabilities are not as extensive as those provided by the 
version of HTML that EDGAR filers may use to format electronically 
their documents.\140\ Moreover, since HTML is a dominant language of 
the Internet, Commission staff will be able to upgrade EDGAR data 
formatting requirements to keep current with Internet standards and to 
take advantage of improvements in Internet data formats.
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    \140\ PDF is based on a proprietary data format for which only a 
few software programs with search capabilities are commercially 
available. In contrast, there are a variety of methods, languages 
and software available for searching a HTML document.
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B. Expected Costs

    We expect that the proposed amendments will result in some costs to 
foreign issuers. However, for the following reasons, we also expect 
that only a minority of foreign issuers should bear the full range of 
costs resulting from adoption of the proposed amendments.
    The expected costs consist of both initial and ongoing costs. 
Initial costs are those associated with the purchase of compatible 
computer equipment and software, including EDGAR software if obtained 
from a third-party vendor and not from the Commission's website.\141\ 
Initial costs also include those resulting from the training of 
existing employees to be EDGAR proficient or the hiring of additional 
employees or agents that are already skilled in EDGAR processing. 
Initial costs further include those associated with the formatting and 
transmission of a foreign issuer's first document filed on EDGAR. These 
transmission costs may include those related to subscribing to an 
Internet service provider.
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    \141\ Once a first-time EDGAR filer has filed a Form ID to 
obtain its EDGAR access codes, it can download for free the 
EDGARLink software and EDGAR filing manual from the Commission's 
website. Filers may also purchase the EDGARLink software and filer 
manual through the Commission's Public Reference Room and from 
certain third party vendors. See the EDGAR Overview at Section C(1).
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    Ongoing costs are those associated with the electronic formatting 
and transmission of subsequent EDGAR filings, including amendments to a 
foreign issuer's initial EDGAR filing. An issuer may also incur future 
costs resulting from the training or hiring of employees regarding 
updated EDGAR filing requirements.
    The magnitude of these costs for a foreign issuer will depend on 
its level of technological proficiency and its previous familiarity 
with EDGAR filing requirements.
    For example, of the 1,310 foreign private issuers that were 
Exchange Act reporting companies as of December 31, 2000,\142\ 244 
(approximately 19%) not only did not voluntarily file on EDGAR, but 
also did not electronically present their financial statements on their 
websites or otherwise for public use. This minority will incur the full 
range of initial and other costs associated with electronic filing. 
Some may have to purchase compatible computer equipment. Some may also 
have to upgrade their operating and word processing software in 
addition to obtaining the EDGARLink software. They all will have to 
hire information technology employees or agents that are knowledgeable 
about the EDGAR process. Then they will incur the costs associated with 
formatting and transmitting their documents on EDGAR, which may include 
the cost of subscribing to an Internet service provider.
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    \142\ See Reporting Foreign Issuers List.
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    A much larger segment of Exchange Act reporting foreign private 
issuers, 1,066 (approximately 81%) already currently electronically 
format their financial statements in some fashion for

[[Page 50756]]

public use.\143\ This amount includes the 481 Canadian public companies 
(approximately 37% of reporting foreign private issuers) that are 
required by the Canadian Securities Administrators to file their 
securities documents electronically on SEDAR. This amount further 
includes 585 non-Canadian foreign private issuers (approximately 45% of 
reporting foreign private issuers) that have chosen to post on their 
websites their most recent and historical financial statements either 
as part of their annual or periodic reports or standing alone.\144\ 
These foreign issuers have already incurred initial costs associated 
with the preparation of disclosure materials in an electronic format. 
They have already trained their employees or hired an in-house 
information technology team or a third party agent, such as an Internet 
services company or financial printer, to format electronically their 
financial statements and other documents of interest to investors. 
After obtaining the EDGAR software,\145\ these persons should be 
capable of electronically processing reporting foreign issuers' 
securities documents for the EDGAR system. Consequently, for four-
fifths of Exchange Act reporting foreign issuers, the mandated EDGAR 
requirements should result only in costs related primarily to the 
electronic formatting of their securities documents in a format 
compatible with EDGAR, and transmission of the EDGAR formatted 
documents to the Commission.
---------------------------------------------------------------------------

    \143\ This figure includes the foreign private issuers that were 
Exchange Act reporting companies as of December 31, 2000 and had 
filed their securities documents on EDGAR.
    \144\ While the Exchange Act reporting companies derive from 59 
different countries, after Canada the country having the most 
reporting companies incorporated in its jurisdiction is the United 
Kingdom. See the table on the first inside cover page of Reporting 
Foreign Issuers List. Of the 143 United Kingdom companies that are 
Exchange Act reporting companies, 123 or approximately 87% maintain 
websites upon which they post their financial statements.
    \145\ As previously mentioned, since the EDGARLink software is 
now available on the Commission's website, for most new EDGAR 
filers, the cost of obtaining the EDGAR software should be 
insignificant.
---------------------------------------------------------------------------

    Currently EDGAR only accepts documents formatted in HTML 3.2 or in 
ASCII. Many Exchange Act reporting foreign issuers have formatted their 
financial statements only in PDF for presentation on their websites or 
for submission to foreign securities commissions.\146\ These foreign 
issuers may incur both initial and ongoing costs associated with 
presenting their financial statements in an EDGAR-compatible format.
---------------------------------------------------------------------------

    \146\ For example, the Canadian Securities Administrators 
require that Canadian public companies file their securities 
documents in PDF on SEDAR. See Canada's National Instrument 13-101 
(September 7, 1999).
---------------------------------------------------------------------------

    However, other reporting foreign issuers have presented their 
financial statements in some version of HTML on their websites. These 
foreign issuers have already trained employees or an agent familiar 
with formatting in HTML. This previous familiarity with HTML should 
help to reduce the initial EDGAR costs for these reporting foreign 
private issuers.\147\ This previous expertise in HTML may also help to 
lessen the ongoing costs related to updated EDGAR training that 
incorporates improvements in HTML.
---------------------------------------------------------------------------

    \147\ Even if foreign issuers are unfamiliar with HTML, there 
are many software packages available that will translate their 
documents into ASCII or HTML.
---------------------------------------------------------------------------

    Moreover, since HTML is a dominant language used to present 
information on Internet websites, reporting foreign issuers that have 
formatted their financial statements thus far only in PDF may already 
have trained employees or an agent familiar with formatting in HTML. If 
so, these foreign issuers should also face reduced initial and ongoing 
EDGAR costs.\148\
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    \148\ Furthermore, since under Regulation S-T Rule 104 [17 CFR 
232.104], we allow EDGAR filers to file a PDF version of a document 
as an unofficial copy, foreign issuers that present their financial 
statements in PDF for non-EDGAR purposes will not incur additional 
formatting costs when exercising the option to file an unofficial 
PDF version on EDGAR.
---------------------------------------------------------------------------

    During the calendar year ended December 31, 2000, 232 
(approximately 18%) of reporting foreign private issuers voluntarily 
chose to file their annual reports, registration statements and other 
securities documents on EDGAR. For this segment of reporting foreign 
private issuers, the proposed amendments should result in no initial 
costs and little or no ongoing costs in addition to those that the 
foreign issuer had already decided to expend.
    For the minority of foreign issuers that have not yet 
electronically presented their financial statements for public 
use,\149\ as well as for other foreign issuers affected by our proposed 
amendments, we expect that technological advances regarding the 
Internet and recent modernization of the EDGAR system should help 
reduce the initial and ongoing costs resulting from mandated EDGAR 
filing for foreign issuers. For example, today foreign issuers are able 
to transmit directly their securities documents to the Commission 
through the Internet with the assistance of an Internet services 
provider. A foreign issuer should find that this method is less 
expensive than using a direct dial modem to connect to the EDGAR system 
with the resultant long distance charges.
---------------------------------------------------------------------------

    \149\ This minority would include foreign individuals who only 
file Schedules 13D or 13G.
---------------------------------------------------------------------------

    Today there also are numerous financial printers and other 
information technology specialists that are capable of electronic 
document processing, including for the EDGAR system, and available on 
an international basis.\150\ No longer must a foreign issuer rely on a 
filing agent located in a major city in the United States for its EDGAR 
needs. This closer proximity of EDGAR knowledgeable agents should 
reduce the travel, long distance and other initial and ongoing costs 
shouldered by reporting foreign issuers when preparing their documents 
for the EDGAR system.
---------------------------------------------------------------------------

    \150\ The websites of each of three large financial printers 
reveal that, either directly or through affiliates, these financial 
printers maintain offices in 20-40 different countries.
---------------------------------------------------------------------------

    Some foreign issuers may be able to file a document in paper under 
a hardship exemption or other exemption recognized under the proposed 
amendments. These paper filers may incur costs related to the 
elimination of the summary option for foreign language documents. In 
addition, foreign issuers that become EDGAR filers for the first time 
as a result of the proposed amendments may incur similar costs since 
Regulation S-T Rule 306 prohibits the use of a summary for a foreign 
language document as well. These foreign filers may incur costs 
associated with having to obtain an English translation, instead of an 
English summary, of an entire foreign language document. Because there 
has been only limited use of the summary option, we do not expect its 
elimination to affect many filers. Moreover, many agents, including 
some with EDGAR expertise, provide translation services. The 
globalization of these agents in recent years should serve to lessen 
the costs of obtaining their translation services.\151\
---------------------------------------------------------------------------

    \151\ For example, the websites of the three large financial 
printers referred to in the preceding footnote advertise their 
translation services as an integral part of their businesses.
---------------------------------------------------------------------------

    The proposed amendments will cause some domestic persons to file on 
EDGAR their Schedule TOs, Form CBs and Schedule 13D/Gs in connection 
with tender offers, exchange offers and other transactions involving 
the securities of foreign private issuers. However, we expect the 
number of affected domestic persons to be small. During calendar year 
2000, out of a total of 245 Schedule TOs filed with the Commission, 
only 11 (approximately 4%) were filed in paper. Of these 11

[[Page 50757]]

paper Schedule TOs, none were filed by domestic persons.
    Similarly, out of a total of 13,282 Schedule 13Ds and 13Gs filed 
during this same period, only 279 (approximately 2%) were filed in 
paper. Of these Schedule 13D/G paper filers, 175 (approximately 63%) 
were filed by foreign entities while several more were filed by 
individuals with foreign residences. Only 7 domestic entities 
(approximately 3%) filed Schedule 13D/Gs that pertained to the 
securities of foreign issuers.\152\
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    \152\ We also expect that the proposed amendments will not have 
a significant impact on affected domestic entities. According to two 
large financial printers, the average cost of electronically 
formatting and transmitting a Schedule 13D or 13G on EDGAR is $250.
---------------------------------------------------------------------------

    Furthermore, during calendar year 2000, of the 95 Form CBs filed 
with the Commission, only 32 were filed by Exchange Act reporting 
companies. An additional eight Form CBs were filed by non-Exchange Act 
reporting companies regarding transactions with foreign private issuers 
that were Exchange Act reporting companies. Since the proposed 
amendments would only require the filing of the Form CB on EDGAR when 
the filer or subject foreign issuer has Exchange Act reporting 
obligations at the time of filing, the mandated EDGAR rules for foreign 
issuers should leave the majority of Form CB filers unaffected.\153\ 
Moreover, of the 40 Form CB filers that would have been affected by the 
proposed amendments had they been in effect during calendar year 2000, 
only four (10%) were domestic persons.
---------------------------------------------------------------------------

    \153\ Had the proposed amendments been in effect during the year 
2000, they would have required approximately 42% (40 out of 95) Form 
CBs submitted in paper during that year to be filed on EDGAR.
---------------------------------------------------------------------------

    Some domestic persons may incur costs resulting from the electronic 
formatting of their securities documents as a result of the proposed 
amendments. Since domestic persons are already subject to mandated 
EDGAR filing, they already have trained employees or agents capable of 
readily electronically formatting their Form TOs, Form CBs or Schedule 
13D/Gs for the EDGAR system. This previous familiarity with EDGAR 
should reduce the costs incurred by these domestic persons as a result 
of our proposed amendments.

C. Comment Solicited

    We solicit comment on the costs and benefits of the proposed 
amendments for foreign issuers and affected domestic entities. We 
request your views on the costs and benefits described above as well as 
on any other costs and benefits that could result from adoption of 
mandated EDGAR filing requirements for foreign issuers. We also request 
data to quantify the costs and value of the benefits identified.
    What are the benefits that investors, financial analysts, other 
members of the financial community, and foreign issuers should realize 
from mandated EDGAR filing for foreign issuers? Are they the same 
benefits achieved from mandated EDGAR filing for domestic issuers? Are 
there any benefits not discussed above that you believe will result 
from the proposed amendments? Are there any benefits discussed above 
that you believe will not result from the proposed amendments?
    In particular, will the proposed amendments help an investor to 
form more efficient investment decisions about foreign issuers? Will 
the proposed amendments facilitate the market following of a foreign 
issuer's securities by financial analysts and other members of the 
financial community?
    Will mandated EDGAR filing for foreign issuers benefit investors by 
resulting in our creation of a central electronic repository for 
foreign filings that is free to anyone who has access to a computer 
linked to the Internet? Will the proposed amendments further benefit 
investors by resulting in a central electronic database of foreign 
issuer filings that have been prepared in accordance with the 
Commission's rules and that are readily searchable?
    What are the expected initial and ongoing costs of mandated EDGAR 
filing for foreign issuers? Will the magnitude of these costs for a 
foreign issuer depend on its level of technological proficiency and its 
previous familiarity with EDGAR filing requirements? Will the full 
range of these costs be borne by only a minority of foreign issuers? If 
so, what does this full range of costs entail? Are there costs in 
addition to those discussed above for a foreign issuer that, either 
because of geographic location or its own state of development, lacks 
the necessary computer equipment and software and technically 
proficient employees or agents to present its financial statements and 
other documents in electronic format for public use?
    What are the expected costs of the proposed amendments for foreign 
governments? Do you expect these costs to be higher than the costs 
incurred by foreign private issuers?
    What are the expected costs of the proposed amendments for a 
foreign issuer that already electronically formats its financial 
statements for presentation on its website or to meet the requirements 
of its sovereign securities commission? Are there costs in addition to 
those discussed above that you expect would affect this foreign issuer? 
Will previous familiarity with HTML by this foreign issuer's employees 
or filing agent reduce the initial and ongoing costs of EDGAR 
processing for a foreign issuer resulting from the proposed amendments? 
What additional costs, if any, will this foreign issuer incur if its 
employees or agent is only familiar with PDF or a version of HTML that 
is not the version of HTML used for filing documents on EDGAR?
    What are the expected costs, if any, of the proposed amendments for 
a foreign issuer that is already filing its securities documents on 
EDGAR?
    Will the ability of filers to use the Internet reduce the initial 
and ongoing costs resulting from mandated EDGAR for foreign filers, as 
expected? Is the availability of compatible computer equipment, 
telecommunications links to the Internet, and Internet service 
providers widespread enough so that most foreign issuers that are 
currently paper filers will be able to use the Internet to transmit 
their documents on EDGAR?
    Similarly, is the availability of filing agents with EDGAR 
expertise widespread enough so that most foreign issuers affected by 
the proposed amendments will be able to use an agent in their own or a 
nearby country to format and transmit their documents on EDGAR? If so, 
will this widespread availability of EDGAR filing agents help to reduce 
the initial and ongoing costs resulting from mandated EDGAR filing for 
foreign issuers? Are there barriers to entry or other anti-competitive 
factors that could limit the availability of EDGAR proficient filing 
agents in some countries or global regions?
    Is the current paper filer rule permitting the filing of an English 
summary instead of an English translation of an entire foreign language 
document useful or of limited use? How widespread are English 
translation services? Will the availability of agents offering English 
translation services help to lessen the costs associated with obtaining 
an English translation of a foreign language document?
    Will the proposed amendments affect domestic filers? If so, how? Do 
affected domestic entities already have EDGAR-trained employees or 
agents that are capable of formatting and transmitting their Schedule 
TOs, Form CBs and Schedule 13D/Gs on EDGAR? If so, will this previous 
EDGAR expertise lessen the costs resulting from the proposed amendments 
for domestic filers?

[[Page 50758]]

IV. Promotion of Efficiency, Competition and Capital Formation 
Analysis

    Section 23(a)(2) of the Exchange Act requires the Commission, in 
adopting rules under the Exchange Act, to consider the anti-competitive 
effects of any rules it adopts. Furthermore, Section 2(b) of the 
Securities Act and Section 3(f) of the Exchange Act require the 
Commission, when engaging in rulemaking that requires it to consider or 
determine whether an action is necessary or appropriate in the public 
interest, to consider whether the action will promote efficiency, 
competition and capital formation.
    We believe that the proposed amendments would enable investors and 
other interested parties to have the same access to financial and other 
material information about foreign issuers that have registered 
securities with the Commission as they currently enjoy with domestic 
reporting companies. By facilitating the more efficient transmission, 
retrieval, analysis and dissemination of information contained in 
foreign issuers' and related third party securities filings with the 
Commission, the proposed amendments should enhance an investor's 
ability to make an informed investment decision about a foreign 
issuer's securities. They also should increase the market access of a 
reporting foreign issuer's securities in the United States.
    In addition, the proposed amendments would subject foreign issuers 
to the same or substantially similar electronic filing costs shouldered 
by domestic issuers, thereby placing foreign issuers on a more equal 
footing, and encouraging competition with domestic issuers. 
Furthermore, the proposed amendments would facilitate the dissemination 
of information about a foreign issuer, which may be a non-reporting 
company, engaged in an exempt cross-border tender offer transaction 
with a domestic or foreign Exchange Act reporting company. We recognize 
that the proposed amendments may disparately impact some foreign 
issuers depending on their level of technological proficiency.
    We solicit comment on whether, if adopted, the proposed amendments 
would result in any anti-competitive effects or promote efficiency, 
competition and capital formation. We encourage commenters to provide 
empirical data or other facts to support their views on any anti-
competitive effects or any burdens on efficiency, competition or 
capital formation that might result from adoption of the proposed 
amendments.
    For purposes of the Small Business Regulatory Enforcement Fairness 
Act of 1996, we request information regarding the potential impact of 
the proposed amendments on the economy on an annual basis. In 
particular, commenters should address whether the proposed amendments, 
if adopted, would have a $100,000,000 annual effect on the economy, 
cause a major increase in costs or prices, or have a significant 
adverse effect on competition, investment, or innovation. Commenters 
should provide empirical data to support their views.

V. Paperwork Reduction Act Analysis

    The proposed rule amendments would affect six forms that contain 
``collection of information'' requirements within the meaning of the 
Paperwork Reduction Act of 1995.\154\ The titles of the affected 
information collections are the EDGAR Forms ID, ET, SE and TH,\155\ 
Securities Act Form F-1,\156\ and Exchange Act Form 20-F \157\ We have 
based our estimates of the effects that the proposed amendments would 
have on these information collections primarily on our review of the 
most recently completed Paperwork Reduction Act submissions for these 
forms, on the forms' requirements, and on actual filings of these 
forms. Because an agency may not conduct or sponsor, and a person is 
not required to respond to, a collection of information unless it 
displays a currently valid control number, we have provided below the 
corresponding control number for each of the affected forms. We have 
submitted this rule proposal to the Office of Management and Budget 
(``OMB'') for review pursuant to 44 U.S.C. 3507(d) and 5 CFR 1320.11.
---------------------------------------------------------------------------

    \154\ 44 U.S.C. 3501 et seq.
    \155\ 17 CFR 239.63, 239.62, 239.64 and 239.65. These forms are 
also promulgated as Exchange Act forms under 17 CFR 249.446, 
249.444, 249.445, and 249.447.
    \156\ 17 CFR 239.31.
    \157\ 17 CFR 249.220.f.
---------------------------------------------------------------------------

    Form ID (OMB Control Number 3235-0328) is used by registrants, 
third party filers or their agents to request the assignment of access 
codes that permit the filing of securities documents on EDGAR. This 
form enables the Commission to assign an identification number 
(``CIK''), confirmation code (``CCC''), password (``PW'') and password 
modification (``PMAC'') to each EDGAR filer, each of which is essential 
to the security of the EDGAR system.
    Form ET (OMB Control Number 3235-0329) is used by an EDGAR filer 
when submitting filings on magnetic cartridge. The information provided 
on Form ET is technical information about the magnetic cartridge 
contents as well as information that identifies a contact person who 
can answer questions about the tape cartridge.
    Form SE (OMB Control Number 3235-0327) is used by an EDGAR filer 
when submitting paper format exhibits either pursuant to a hardship 
exemption under Regulation S-T Rules 201 and 202 or as otherwise 
allowed by Regulation S-T. The information provided on a Form SE 
primarily identifies each paper format exhibit submitted. A Form SE 
filer must also submit the required number of copies of each paper 
format exhibit.
    Form TH (OMB Control Number 3235-0425) is used by an EDGAR filer to 
request a temporary hardship exemption pursuant to Regulation S-T Rule 
201. A filer must submit the Form TH along with the required number of 
copies of the paper format securities document. The information 
provided on Form TH enables the Commission to determine whether the 
filer's circumstances justify the grant of a temporary hardship 
exemption.
    Form F-1 (OMB Control No. 3235-0258) is used by a foreign private 
issuer to register its initial public offering or a subsequent offering 
of securities under the Securities Act. In addition to requiring the 
disclosure of material information about the registrant, Form F-1 also 
requires the attachment of numerous exhibits, including copies of the 
registrant's memoranda of association, articles of incorporation, and 
material contracts.
    Form 20-F (OMB Control No. 3235-0288) is used by a foreign private 
issuer both to register a class of securities under the Exchange Act as 
well as to provide its annual report required under the Exchange Act. 
Like the Form F-1, Form 20-F also requires the filing of numerous 
exhibits.
    We estimate that approximately 7,000 registrants file Form ID each 
year at an estimated .15 hours per response for a total annual burden 
of 1,050 hours. We expect that, if adopted, the proposed rule 
amendments would cause an additional 1,078 registrants to file a Form 
ID. We anticipate that these additional registrants would require 162 
hours in the aggregate to complete the Form ID, which would increase 
the total annual burden to 1,212 hours.
    We estimate that 120 registrants file Form ET each year at an 
estimated .25 hours per response for a total annual burden of 30 hours. 
We expect that, if adopted, the proposed rule amendments would cause an 
additional nine registrants to file a Form ET. We anticipate that these 
additional

[[Page 50759]]

registrants would require two hours in the aggregate to complete the 
Form ET, which would increase the total annual burden to 32 hours.
    We estimate that 710 registrants file Form SE each year at an 
estimated .10 hours per response for a total annual burden of 71 hours. 
We expect that, if adopted, the proposed rule amendments would cause an 
additional 53 registrants to file a Form SE. We anticipate that these 
additional registrants would require approximately 5 hours in the 
aggregate to complete the Form SE, which would increase the total 
annual burden to 76 hours.
    We estimate that 64 registrants file Form TH each year at an 
estimated .33 hours per response for a total annual burden of 21 hours. 
We expect that, if adopted, the proposed rule amendments would cause an 
additional five registrants to file a Form TH. We anticipate that these 
additional registrants would require two hours in the aggregate to 
complete the Form TH, which would increase the total annual burden to 
23 hours.
    We estimate that 140 registrants file Form F-1 each year at an 
estimated 1,881 hours per response for a total of 263,340 burden hours. 
We further estimate that registrants would incur 25% of the total 
burden hours (65,835 hours) and outside law firms would account for 75% 
of the total burden hours (197,505 hours) at an average cost of $175 
per hour for a total of $34,563,375. We expect that, if adopted, the 
proposed amendments would cause seven registrants to incur additional 
burden hours and costs for services pertaining to translating into 
English all of a foreign language exhibit or other document instead of 
providing an English summary. We estimate that for each of the seven 
registration statements affected, there would occur 48 additional 
burden hours pertaining to these translation requirements for a total 
of 336 additional burden hours. We expect that registrants would incur 
25% of these additional burden hours (84 hours). We further expect that 
the proposed amendments would require the translation of an additional 
18 pages per filing at a cost of $75 per page ($1013 per filing) for an 
aggregate increase of $7,091. Thus, we estimate that the proposed 
amendments would increase the total annual burden incurred by 
registrants in the preparation of a Form F-1 to 65,919 hours. We 
further estimate that the proposed amendments would increase the total 
annual costs attributed to the preparation of the Form F-1 by outside 
firms to $34,570,466.
    We estimate that foreign private issuers file 1165 Form 20-Fs each 
year at an estimated 1721 hours per response for a total of 2,004,965 
annual burden hours. We further estimate that foreign private issuers 
would incur 25% of the total burden hours (501,241 hours) and outside 
law firms would account for 75% of the total burden hours (1,503,724 
hours) at an average cost of $175 per hour for a total of $263,151,700. 
We expect that, if adopted, the proposed amendments would cause 58 
foreign private issuers to incur additional burden hours and costs for 
English translation services. We estimate that for each of the Form 20-
Fs affected, there would occur 48 additional burden hours pertaining to 
these translation requirements for a total of 2784 additional burden 
hours. We expect that foreign private issuers would incur 25% of these 
additional burden hours (696 hours). We further expect that the 
proposed amendments would require the translation of an additional 18 
pages per filing at a cost of $75 per page ($1013 per filing) for an 
aggregate increase of $58,754. Thus, we estimate that the proposed 
amendments would increase the total annual burden incurred by foreign 
private issuers in the preparation of a Form 20-F to 501,937 hours. We 
further estimate that the proposed amendments would increase the total 
annual costs attributed to the preparation of the Form 20-F by outside 
firms to $263,210,454.
    We are soliciting comment on the expected Paperwork Reduction Act 
effects of the proposed rule amendments. In particular, we solicit 
comment on the accuracy of our additional burden hour and cost 
estimates expected to result from the proposed amendments. We further 
request comment on whether the expected increase in the number of Forms 
ID, ET, SE and TH filed and the expected increase in the number of 
exhibit pages translated into English following adoption of the 
proposed amendments is necessary for the proper performance of the 
Commission's functions, including whether the additional information 
garnered will have practical utility. In addition, we solicit comment 
on whether there are ways to enhance the quality, utility, and clarity 
of the information to be collected. We further solicit comment on 
whether there are ways to minimize the burden of information collection 
on those foreign filers who will file the above forms, including 
through the use of automated collection techniques or other forms of 
information technology. Finally, we solicit comment on whether the 
proposed amendments will have any effects on any other collection of 
information not previously identified in this section.
    If you would like to submit comments on the collection of 
information requirements and expected effects, please 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. You should also send a copy 
of the comments to Jonathan G. Katz, Secretary, Securities and Exchange 
Commission, 450 Fifth Street, NW., Washington, DC 20549, with reference 
to File No. S7-18-01. Requests for materials submitted to OMB by the 
Commission with regard to these collections of information should be in 
writing, refer to File No. S7-18-01, and be submitted to the Securities 
and Exchange Commission, Records Management, Office of Filings and 
Information Services. OMB must make a decision concerning the affected 
collections of information between 30 and 60 days after publication of 
this release. Consequently, in order to ensure that your comments 
achieve their fullest effect, you should submit comments to OMB within 
30 days of this release's publication.

VI. Regulatory Flexibility Act Certification

    Under Section 605(b) of the Regulatory Flexibility Act,\158\ our 
Chairman has certified that, if adopted, the proposed amendments would 
not have a significant economic impact on a substantial number of small 
entities. We have attached this certification as Appendix A to this 
release. We encourage written comments regarding this certification. We 
request in particular that commenters describe the nature of any impact 
on small entities and provide empirical data to support the extent of 
the impact.
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    \158\ 5 U.S.C. 605(b).
---------------------------------------------------------------------------

VII. Statutory Basis and Text of Proposed Rule Amendments

    We propose Securities Act Rule 493b and the amendments to 
Securities Act Rule 403, the rescission of Regulation S-T Rule 601, the 
amendments to Regulation S-T Rules 100, 101, 303, 306 and 311, the 
amendments to Exchange Act Rule 12b-12, and the amendments to the 
Securities Act and Exchange Act forms, under the authority in Sections 
6, 7, 10 and 19(a) of the Securities Act,\159\ and Sections 3, 12, 13, 
14, 15(d), 23(a)

[[Page 50760]]

and 35A of the Exchange Act.\160\ We further propose the amendment to 
Form F-X under Sections 304, 305, 307, 310 and 319 of the Trust 
Indenture Act.\161\
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    \159\ 15 U.S.C. 77f, 77g, 77h, 77j, and 77s(a).
    \160\ 15 U.S.C. 78c, 78l, 78m, 78n, 78o(d), 78w, and 78ll.
    \161\ 15 U.S.C. 77ddd, 77eee, 77ggg, 77jjj and 77sss.
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List of Subjects

17 CFR Parts 230, 232, 239, 240, 249, and 269

    Reporting and recordkeeping requirements, Securities.

Text of Proposed Rule Amendments

    In accordance with the foregoing, we propose to amend Title 17, 
Chapter II of the Code of Federal Regulations as follows:

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

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

    Authority: 15 U.S.C. 77b, 77c, 77d, 77f, 77g, 77h, 77j, 77r, 
77sss, 77z-3, 78c, 78d, 78l, 78m, 78n, 78o, 78t, 78w, 78ll(d), 78mm, 
79t, 80a-8, 80a-24, 80a-28, 80a-29, 80a-30, and 80a-37, unless 
otherwise noted.
* * * * *
    2. The authority citation following Sec. 230.403 is removed.
    3. Amend Sec. 230.403 by revising paragraph (c) to read as follows:


Sec. 230.403  Requirements as to paper, printing, language and 
pagination.

* * * * *
    (c) All Securities Act filings must be in the English language. If 
a filer seeks to include a foreign language document in a filing, for 
example, as an exhibit, it must submit instead a fair and accurate 
English translation of the entire foreign language document. Every 
English translation document must include a written representation that 
the document is a fair and accurate English translation of the foreign 
language document. A designated officer or official of the filer must 
sign the written representation in accordance with Sec. 230.402(e). A 
filer must provide a copy of any foreign language document upon the 
request of Commission staff.
* * * * *
    4. Section 230.493 is revised to read as follows:


Sec. 230.493  Additional Schedule B disclosure and filing requirements.

    (a) The copy of the opinion or opinions of counsel required by 
paragraph (14) of Schedule B shall be filed either as a part of the 
registration statement as originally filed, or as an amendment to the 
registration statement.
    (b) A foreign government or political subdivision of a foreign 
government must file a registration statement submitted under Schedule 
B of the Act on the Commission's Electronic Data Gathering and 
Retrieval System (EDGAR) unless it has obtained a hardship exemption 
under Sec. 232.201 or Sec. 232.202 of this chapter (Regulation S-T).
    (c) A foreign government or political subdivision that intends to 
incorporate by reference into a Schedule B registration statement its 
annual report on Form 18-K (Sec. 249.318 of this chapter), and any 
exhibits or amendments to this report, must disclose in the Schedule B 
registration statement:
    (1) That the Commission maintains an Internet site that contains 
reports and other information regarding issuers that file 
electronically with the Commission; and
    (2) The address for the Commission Internet site (http://www.sec.gov). A foreign government or political subdivision filing on 
EDGAR is further encouraged to give its Internet address, if available.

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

    5. 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.

    6. Amend Sec. 232.100 by revising paragraphs (a) and (c) to read as 
follows:


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

* * * * *
    (a) Registrants whose filings are subject to review by the Division 
of Corporation Finance;
* * * * *
    (c) Any party (including natural persons) 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.
    7. Amend Sec. 232.101:
    a. By removing the word ``and'' at the end of paragraph (a)(1)(iv);
    b. By removing the period at the end of paragraph (a)(1)(v) and in 
its place adding a semicolon;
    c. By adding paragraphs (a)(1)(vi), (a)(1)(vii) and (a)(1)(viii);
    d. By revising paragraphs (b)(1) and (b)(6);
    e. By adding paragraphs (b)(7) and (b)(8);
    f. By removing the period at the end of each of paragraphs (c)(5), 
(c)(6), and (c)(14) and in its place adding a semicolon;
    g. By adding the word ``and'' at the end of paragraph (c)(16);
    h. By removing paragraph (c)(15); and
    i. By redesignating paragraphs (c)(16) and (c)(17) as paragraphs 
(c)(15) and (c)(16).
    The additions and revisions read as follows:


Sec. 232.101  Mandated electronic submissions and exceptions.

    (a) * * *
    (1) * * *
    (vi) Form CB (Secs. 239.800 and 249.480 of this chapter) filed 
under Sec. 230.801 or 230.802 of this chapter or Sec. 240.13e-4(h)(8), 
240.14d-1(c), or 240.14e-2(d) of this chapter if:
    (A) The filer of the Form CB is a company that is subject to the 
reporting requirements of Section 13 or 15(d) of the Exchange Act (15 
U.S.C. 78m or 78o(d)); or
    (B) The foreign private issuer that is the subject of a transaction 
covered by a Form CB is subject to the reporting requirements of 
Section 13 or 15(d) of the Exchange Act;
    (vii) Form F-X (Sec. 239.42 of this chapter) except as otherwise 
provided by Sec. 232.101(b)(8); and
    (viii) Form F-N (Sec. 239.43 of this chapter) filed by foreign 
banks and insurance companies and certain of their holding companies 
and finance subsidiaries under Sec. 230.489 of this chapter.
* * * * *
    (b) * * *
    (1) Annual reports to security holders furnished for the 
information of the Commission under Sec. 240.14a-3(c) of this chapter 
or Sec. 240.14c-3(b) of this chapter, under the requirements of Form 
10-K or Form 10-KSB (Secs. 249.310 or 249.310b of this chapter) filed 
by registrants under Exchange Act Section 15(d) (15 U.S.C. 78o(d)) , or 
by foreign issuers filed on Form 6-K (Sec. 249.306 of this chapter) 
under Sec. 240.13a-16 of this chapter or Sec. 240.15d-16 of this 
chapter;
* * * * *
    (6) Periodic reports and reports with respect to distributions of 
primary obligations filed by:
    (i) The International Bank for Reconstruction and Development under 
Section 15(a) of the Bretton Woods Agreements Act (22 U.S.C. 286k-1(a)) 
and Title 17, Part 285 of the Code of Federal Regulations;
    (ii) The Inter-American Development Bank under Section 11(a) of the 
Inter-

[[Page 50761]]

American Development Bank Act (22 U.S.C. 283h(a)) and Title 17, Part 
286 of the Code of Federal Regulations;
    (iii) The Asian Development Bank under Section 11(a) of the Asian 
Development Bank Act (22 U.S.C. 285h(a)) and Title 17, Part 287 of the 
Code of Federal Regulations;
    (iv) The African Development Bank under Section 9(a) of the African 
Development Bank Act (22 U.S.C. 290i-9(a)) and Title 17, Part 288 of 
the Code of Federal Regulations;
    (v) The International Finance Corporation under Section 13(a) of 
the International Finance Corporation Act (22 U.S.C. 282k(a)) and Title 
17, Part 289 of the Code of Federal Regulations; and
    (vi) The European Bank for Reconstruction and Development under 
Section 9(a) of the European Bank for Reconstruction and Development 
Act (22 U.S.C. 290l-7(a)) and Title 17, Part 290 of the Code of Federal 
Regulations;
    (7) A Form CB (Secs. 239.800 and 249.480 of this chapter) if 
neither the filer nor the company that is the subject of the Form CB 
transaction is subject to the reporting requirements of Section 13 or 
Section 15(d) of the Exchange Act (15 U.S.C. 78m or 15 U.S.C. 78o(d));
    (8) A Form F-X (Sec. 239.42 of this chapter) if:
    (i) Neither the filer nor the company that is the subject of the 
transaction under Form CB (Secs. 239.800 and 249.480 of this chapter) 
is subject to the reporting requirements of Section 13 or Section 15(d) 
of the Exchange Act (15 U.S.C. 78m or 15 U.S.C. 78o(d)); or
    (ii) Filed by a Canadian issuer when qualifying an offering 
statement pursuant to the provisions of Regulation A (Secs. 230.251--
230.263 of this chapter).
* * * * *
    8. Amend Sec. 232.303 by revising paragraph (b) to read as follows:


Sec. 232.303  Incorporation by reference.

    (a) * * *
    (b) If a filer incorporates by reference into an electronic filing 
any portion of an annual or quarterly report to security holders, it 
must also file the portion of the annual or quarterly report to 
security holders in electronic format as an exhibit to the filing, as 
required by Regulation S-K Item 601(b)(13) (Sec. 229.601(b)(13) of this 
chapter) and Regulation S-B Item 601(b)(13) (Sec. 228.601(b)(13) of 
this chapter). If a foreign issuer incorporates by reference into any 
electronic filing any portion of an annual or other report to security 
holders, it also must file the portion of the annual or other report to 
security holders in electronic format as an exhibit to the filing. The 
requirements of this paragraph do not apply to incorporation by 
reference by an investment company from an annual or quarterly report 
to security holders.
    9. Amend Sec. 232.306:
    a. By revising paragraph (a);
    b. By removing the Note following paragraph (a);
    c. By redesignating paragraph (b) as paragraph (d); and
    d. By adding new paragraph (b) and paragraph (c).
    The additions and revisions read as follows:


Sec. 232.306  Foreign language documents and symbols.

    (a) All electronic filings and submissions must be in the English 
language. If a filer seeks to include a foreign language document in an 
electronic filing or submission, for example, as an exhibit, it must 
submit instead a fair and accurate English translation of the entire 
foreign language document in electronic format, except as otherwise 
permitted under paragraph (b) of this section.
    (b) A foreign government or its political subdivision must 
electronically file a fair and accurate English translation, if 
available, of its latest annual budget as presented to its legislative 
body, as Exhibit B in Form 18 (Sec. 249.218 of this chapter) or Exhibit 
(c) in Form 18-K (Sec. 249.318 of this chapter). If no English 
translation is available, a foreign government or political subdivision 
must submit a copy of the foreign language version of its latest annual 
budget in paper under cover of Form SE (Sec. 249.444 of this chapter).
    (c) Every English translation filed or submitted under paragraph 
(a) or (b) of this section must include a written representation that 
the electronic filing or submission is a fair and accurate English 
translation of the foreign language document. A designated officer or 
official of the filer must sign the written representation in the 
manner set forth by Sec. 232.302. A filer must provide the foreign 
language version of a document upon the request of Commission staff.
* * * * *
    10. By amending Sec. 232.311 by redesignating paragraphs (f), (g) 
and (h) as paragraphs (h), (i) and (f) and by adding a new paragraph 
(g) to read as follows:


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

* * * * *
    (g) A foreign government or political subdivision that is not 
filing in electronic format an English translation of its latest annual 
budget submitted as Exhibit B in Form 18 (Sec. 249.218 of this chapter) 
or Exhibit (c) in Form 18-K (Sec. 249.318 of this chapter) must file a 
copy of the foreign language version of its latest annual budget in 
paper under cover of Form SE (Secs. 239.64, 249.444, 259.603, 269.8, 
and 274.403 of this chapter) in accordance with Sec. 232.306(b).
* * * * *


Sec. 232.601  [Removed and Reserved]

    11. Sec. 232.601 is removed and reserved.

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

    12. 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-24, 80a-29, 80a-30 and 80a-37, 
unless otherwise noted.
* * * * *
    13. Amend Form F-7 (referenced in Sec. 239.37), General 
Instructions II, by revising paragraph G. to read as follows:


    Note: The text of Form F-7 does not and the amendment will not 
appear in the Code of Federal Regulations.

Form F-7

* * * * *

General Instructions

* * * * *

II. Application of General Rules and Regulations

* * * * *
    G. You must file a registration statement in electronic format in 
the English language as required by Regulation S-T Rule 306 (17 CFR 
232.306). If any part of the body of the Canadian registration 
statement is in a language other than English, you must provide an 
English translation instead of the foreign language version when filing 
the registration statement in electronic format with the Commission. If 
you wish to submit a foreign language exhibit or other supplementary 
document with the registration statement, you must file instead an 
English translation of the exhibit or other document as required by 
Regulation S-T Rule 306. If you are filing the registration statement 
in paper under a hardship exemption provided by Regulation S-T Rule 201 
or 202 (17 CFR 232.201 or 232.202), or as otherwise permitted by the 
Commission, you must file a registration statement, including exhibits 
and other supplementary documents, that

[[Page 50762]]

complies with Securities Act Rule 403(c) (17 CFR 230.403(c)).
* * * * *
    14. Amend Form F-8 (referenced in Sec. 239.38), General 
Instructions IV, by revising paragraph I. to read as follows:


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

Form F-8

* * * * *

General Instructions

* * * * *

IV. Application of General Rules and Regulations

* * * * *
    I. You must file a registration statement in electronic format in 
the English language as required by Regulation S-T Rule 306 (17 CFR 
232.306). If any part of the body of the Canadian registration 
statement is in a language other than English, you must provide an 
English translation instead of the foreign language version when filing 
the registration statement in electronic format with the Commission. If 
you wish to submit a foreign language exhibit or other supplementary 
document with the registration statement, you must file instead an 
English translation of the exhibit or other document as required by 
Regulation S-T Rule 306. If you are filing the registration statement 
in paper under a hardship exemption provided by Regulation S-T Rule 201 
or 202 (17 CFR 232.201 or 232.202), or as otherwise permitted by the 
Commission, you must file a registration statement, including exhibits 
and other supplementary documents, that complies with Securities Act 
Rule 403(c) (17 CFR 230.403(c)).
* * * * *
    15. Amend Form F-9 (referenced in Sec. 239.39), General 
Instructions II, by revising paragraph I. to read as follows:


    Note: The text of Form F-9 does not and the amendment will not 
appear in the Code of Federal Regulations.

Form F-9

* * * * *

General Instructions

* * * * *

II. Application of General Rules and Regulations

* * * * *
    I. You must file a registration statement in electronic format in 
the English language as required by Regulation S-T Rule 306 (17 CFR 
232.306). If any part of the body of the Canadian registration 
statement is in a language other than English, you must provide an 
English translation instead of the foreign language version when filing 
the registration statement in electronic format with the Commission. If 
you wish to submit a foreign language exhibit or other supplementary 
document with the registration statement, you must file instead an 
English translation of the exhibit or other document as required by 
Regulation S-T Rule 306. If you are filing the registration statement 
in paper under a hardship exemption provided by Regulation S-T Rule 201 
or 202 (17 CFR 232.201 or 232.202), or as otherwise permitted by the 
Commission, you must file a registration statement, including exhibits 
and other supplementary documents, that complies with Securities Act 
Rule 403(c) (17 CFR 230.403(c)).
* * * * *
    16. Amend Form F-10 (referenced in Sec. 239.40), General 
Instructions II, by revising paragraph J. to read as follows:


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

Form F-10

* * * * *

General Instructions

* * * * *

II. Application of General Rules and Regulations

* * * * *
    J. You must file a registration statement in electronic format in 
the English language as required by Regulation S-T Rule 306 (17 CFR 
232.306). If any part of the body of the Canadian registration 
statement is in a language other than English, you must provide an 
English translation instead of the foreign language version when filing 
the registration statement in electronic format with the Commission. If 
you wish to submit a foreign language exhibit or other supplementary 
document with the registration statement, you must file instead an 
English translation of the exhibit or other document as required by 
Regulation S-T Rule 306. If you are filing the registration statement 
in paper under a hardship exemption provided by Regulation S-T Rule 201 
or 202 (17 CFR 232.201 or 232.202), or as otherwise permitted by the 
Commission, you must file a registration statement, including exhibits 
and other supplementary documents, that complies with Securities Act 
Rule 403(c) (17 CFR 230.403(c)).
* * * * *
    17. Amend Form F-80 (referenced in Sec. 239.41), General 
Instructions IV, by revising paragraph I. to read as follows:


    Note:
    The text of Form F-80 does not and the amendments will not 
appear in the Code of Federal Regulations.)

Form F-80

* * * * *

General Instructions

* * * * *

IV. Application of General Rules and Regulations

* * * * *
    I. You must file a registration statement in electronic format in 
the English language as required by Regulation S-T Rule 306 (17 CFR 
232.306). If any part of the body of the Canadian registration 
statement is in a language other than English, you must provide an 
English translation instead of the foreign language version when filing 
the registration statement in electronic format with the Commission. If 
you wish to submit a foreign language exhibit or other supplementary 
document with the registration statement, you must file instead an 
English translation of the exhibit or other document as required by 
Regulation S-T Rule 306. If you are filing the registration statement 
in paper under a hardship exemption provided by Regulation S-T Rule 201 
or 202 (17 CFR 232.201 or 232.202), or as otherwise permitted by the 
Commission, you must file a registration statement, including exhibits 
and other supplementary documents, that complies with Securities Act 
Rule 403(c) (17 CFR 230.403(c)).
* * * * *

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

    18. 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, 77z-3, 
77eee, 77ggg, 77nnn, 77sss, 77ttt, 78c, 78d, 78f, 78i, 78j, 78j-1, 
78k, 78k-1, 78l, 78m, 78n, 78o, 78p, 78q, 78s, 78u-5, 78w, 78x, 
78ll, 78mm, 79q, 79t, 80a-20, 80a-23, 80a-29, 80a-37, 80b-3, 80b-4 
and 80b-11, unless otherwise noted.
* * * * *
    19. The authority citations following Sec. 240.12b-12 are removed.
    20. Amend Sec. 240.12b-12 by revising paragraph (d) to read as 
follows:

[[Page 50763]]

Sec. 240.12b-12  Requirements as to paper, printing and language.

* * * * *
    (d)(1) All Exchange Act filings and submissions must be in the 
English language. If a filer seeks to include a foreign language 
document in a filing or submission, for example, as an exhibit, it must 
submit instead a fair and accurate English translation of the entire 
foreign language document, except as otherwise permitted under 
paragraph (d)(2) of this section.
    (2) A foreign government or its political subdivision must provide 
a fair and accurate English translation of its latest annual budget 
submitted as Exhibit B in Form 18 (Sec. 249.218 of this chapter) or 
Exhibit (c) in Form 18-K (Sec. 249.318 of this chapter) only if one is 
available. If no English translation is available, a filer must provide 
a paper copy of the foreign language version of its latest annual 
budget as an exhibit.
    (3) In any English translation document submitted pursuant to 
paragraphs (d)(1) or (2) of this section, a filer must include a 
written representation that the document is a fair and accurate English 
translation of the foreign language document. A designated officer or 
official of the filer must sign the written representation in 
accordance with Sec. 240.12b-11(d). A filer must provide a copy of any 
foreign language document upon the request of Commission staff.
* * * * *

PART 249--FORMS, SECURITIES EXCHANGE ACT OF 1934

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

    Authority: 15 U.S.C. 78a, et seq., unless otherwise noted;
* * * * *
    22. Amend Form 20-F (referenced in Sec. 249.220f) by revising 
General Instruction D. to read as follows:

    Note: The text of Form 20-F does not and the amendment will not 
appear in the Code of Federal Regulations.

Form 20-F

* * * * *

General Instructions

* * * * *

D. How To File Registration Statements and Reports on This Form

    (a) If you have technical questions about our Electronic Data 
Gathering and Retrieval System (EDGAR) or want to request an access 
code, call the EDGAR Filer Support Office at (202) 942-8900. If you 
have questions about the EDGAR rules, call the Office of EDGAR Policy 
at (202) 942-2940.
    (b) If you are filing the Form 20-F registration statement or 
report in paper under a hardship exemption in Rule 201 or 202 of 
Regulation S-T (17 CFR 232.201 or 232.202), or as otherwise permitted 
by the Commission, you must file with the Commission (i) three complete 
copies of the registration statement or report, including financial 
statements, exhibits and all other papers and documents filed as part 
of the registration statement or report, and (ii) five additional 
copies of the registration statement or report, which need not contain 
exhibits. File at least one complete copy of the registration statement 
or report, including financial statements, exhibits and all other 
papers and documents filed as part of the registration statement or 
report, with each exchange on which any class of securities is or will 
be registered. Manually sign at least one complete copy of the 
registration statement or report filed with the Commission and one copy 
filed with each exchange. Type or print the signatures on copies that 
are not manually signed. See Exchange Act Rule 12b-11(d) (17 CFR 
240.12b-11(d)) for instructions about manual signatures and the 
Instructions as to Exhibits of this Form for instructions about 
signatures through powers of attorney.
    (c) When registration statements and reports are permitted to be 
filed in paper, they are filed with the Commission by sending or 
delivering them to our File Desk between the hours of 9:00 a.m. and 
5:30 p.m., Washington, D.C. time. The File Desk is closed on weekends 
and federal holidays. If you file a paper registration statement or 
report by mail or by any means other than hand delivery, the address is 
U.S. Securities and Exchange Commission, Attention: File Desk, 450 
Fifth Street, NW., Washington, DC 20549. We consider documents to be 
filed on the date our File Desk receives them.
* * * * *
    23. Amend Form CB (referenced in Sec. 239.800 and Sec. 249.480) by 
revising the cover page to read as follows:


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

OMB Approval

OMB Number: 3235-0518
Expires: March 31, 2002
Estimated average burden hours per response: 2.0

United States Securities and Exchange Commission, Washington, D.C. 
20549

Form CB

Tender Offer/Rights Offering Notification Form (Amendment No. 
________)

    Please place an X in the box(es) to designate the appropriate rule 
provision(s) relied upon to file this Form:

{time}  Securities Act Rule 801 (Rights Offering)
{time}  Securities Act Rule 802 (Exchange Offer)
{time}  Securities Act Rule 13e-4(h)(8) (Issuer Tender Offer)
{time}  Exchange Act Rule 14d-1(c) (Third Party Tender Offer)
{time}  Exchange Act Rule 14e-2(d) (Subject Company Response)
{time}  Filed in paper if permitted by Regulation S-T Rule 101(b)(7)


    Note: Regulation S-T Rule 101(b)(7) only permits the filing of a 
Form CB in paper if neither the subject company nor the person 
furnishing the form has reporting obligations under Section 13 or 
15(d) of the Exchange Act.

* * * * *
    24. Amend Form 6-K (referenced in Sec. 249.306) by revising the 
cover page and paragraph D. of the General Instructions to read as 
follows:


    Note: The text of Form 6-K does not and the amendments will not 
appear in the Code of Federal Regulations.

OMB Approval

OMB Number: 3235-0116
Expires: March 31, 2003
Estimated average burden hours per response: 8

Form 6-K

Securities and Exchange Commission, Washington, D.C. 20549

Report of Foreign Private Issuer

Pursuant to Rule 13a-16 or 15d-16 under the Securities Exchange Act of 
1934
For the month of ________, 20
Commission File Number ________
----------------------------------------------------------------------
(Translation of registrant's name into English)

----------------------------------------------------------------------
(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual 
reports under cover of Form 20-F or Form 40-F:
    Form 20-F ______ Form 40-F ______
Indicate by check mark if the registrant is submitting the Form 6-K in 
paper as permitted by Regulation S-T Rule 101(b)(1): ______



[[Page 50764]]


    Note: Regulation S-T Rule 101(b)(1) only permits the submission 
in paper of a Form 6-K if submitted solely to provide an attached 
annual report to security holders.

    Indicate by check mark whether by furnishing the information 
contained in this Form, the registrant is also thereby furnishing the 
information to the Commission pursuant to Rule 12g3-2(b) under the 
Securities Exchange Act of 1934.

    Yes ______ No ______
If ``Yes'' is marked, indicate below the file number assigned to the 
registrant in connection with Rule 12g3-2(b): 82-__
* * * * *

General Instructions

* * * * *

D. Application of General Rules and Regulations

    You must submit a Form 6-K report in electronic format in the 
English language as required by Regulation S-T Rule 306 (17 CFR 
232.306). If you wish to submit a foreign language document as part of 
the report, you must file instead an English translation of the 
document as required by Regulation S-T Rule 306.
    You may submit a Form 6-K in paper under Regulation S-T Rule 
101(b)(1) (17 CFR 232.101(b)(1)) if the sole purpose of the Form 6-K is 
to furnish an annual report to security holders. If you seek to file a 
Form 6-K in paper under this rule, you must check the appropriate box 
on the cover page of the Form 6-K.
    You may also submit a Form 6-K in paper under a hardship exemption 
provided by Regulation S-T Rule 201 or 202 (17 CFR 232.201 or 232.202). 
If you are submitting a Form 6-K in paper under a hardship exemption, 
on the cover page of the Form 6-K you must provide the legend required 
by Regulation S-T Rule 201(a)(2) or 202(c) (17 CFR 232.201(a)(2) or 
232.202(c)).
    When submitting a Form 6-K in paper in the limited circumstances 
described above, or as otherwise permitted by the Commission, you must 
submit the Form 6-K report, including all documents submitted with the 
report, in compliance with Exchange Act Rule 12b-12(d) (17 CFR 240.12b-
12(d)).

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

    25. The authority citation for Part 269 continues to read as 
follows:

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

    26. Amend Form F-X (referenced in Secs. 239.42, 249.250 and 269.5), 
General Instructions II, by revising paragraph B. to read as follows:


    Note: The text of Form F-X does not and the amendment will not 
appear in the Code of Federal Regulations.

FORM F-X

* * * * *

GENERAL INSTRUCTIONS

* * * * *
II.
* * * * *
    B. (1) This is [check one]
    {time}  an original filing for the Filer
    {time}  an amended filing for the Filer
    (2) Check the following box if you are filing the Form F-X in paper 
in accordance with Regulation S-T Rule 101(b)(8) {time} 

Note: Regulation S-T Rule 101(b)(8) only permits the filing of the 
Form F-X in paper:
    (a) If neither the filer nor the company that is the subject of the 
Form CB transaction is subject to the reporting requirements of Section 
13 or Section 15(d) of the Exchange Act; or
    (b) If filed by a Canadian issuer when qualifying an offering 
statement pursuant to the provisions of Regulation A (230.251-230.263 
of this chapter).
* * * * *

    Dated: September 28, 2001.

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

    Note: Appendix A to the Preamble will not appear in the Code of 
Federal Regulations.

Appendix A

Regulatory Flexibility Act Certification

    I, Harvey L. Pitt, Chairman of the Securities and Exchange 
Commission, hereby certify, pursuant to 5 U.S.C. 605(b), that the 
proposed rescission of Rule 601 under Regulation S-T, and the 
proposed amendments of Rules 403 and 493 under the Securities Act of 
1933 (``Securities Act''), Rules 100, 101, 303, 306, and 311 under 
Regulation S-T, Rule 12b-12 under the Securities Exchange Act of 
1934 (``Exchange Act''), Forms F-7, F-8, F-9, F-10, and F-80 under 
the Securities Act, Forms 20-F and 6-K under the Exchange Act, Form 
CB under the Securities Act and Exchange Act, and Form F-X under the 
Securities Act, Exchange Act, and Trust Indenture Act of 1939 
(``Trust Indenture Act''), if adopted, would not have a significant 
economic impact on a substantial number of small entities for 
purposes of the Regulatory Flexibility Act (``Act''). The reasons 
for this certification are as follows.
    The proposed rule amendments would require foreign private 
issuers and foreign governments to file their securities documents, 
including Securities Act registration statements and Exchange Act 
registration statements, schedules, and reports electronically 
through the Commission's Electronic Data Gathering, Analysis, and 
Retrieval (``EDGAR'') system. The current rules permit, but do not 
require, foreign issuers to file their securities documents on 
EDGAR.
    The proposed amendments would primarily affect foreign issuers 
and not domestic companies since the Commission already requires 
domestic companies to file their securities documents on EDGAR. 
While the proposed amendments would affect some domestic entities by 
requiring them to file on EDGAR their third party forms, such as 
Schedule 13Ds and 13Gs, Schedule TOs, and Form CBs that pertain to 
foreign private issuers, we do not expect the proposed amendments to 
affect a substantial number of small entities.
    Based on an analysis of the language and legislative history of 
the Act, Congress did not intend that the Act apply to foreign 
issuers or natural persons. Moreover, the Exchange Act and 
Securities Act rules define a small entity for purposes of the Act 
as one having assets of $5 million or less as of the last day of its 
most recently completed fiscal year. As explained below, most of the 
above third party forms have been filed by foreign issuers, natural 
persons or domestic entities that have assets significantly greater 
than $5 million, and which are, therefore, beyond the scope of the 
Act.
    For example, of the 279 Schedule 13Ds and 13Gs filed in paper in 
calendar year 2000, only seven were filed by domestic entities 
regarding securities of foreign issuers. Of these seven domestic 
filers, only two had assets of $5 million or less as of the last day 
of their most recently completed fiscal year. Similarly, of the 11 
Schedule TOs filed during this same period, none was filed by a 
domestic entity.
    The proposed amendments would only require the filing of a Form 
CB on EDGAR if the filer or the foreign company that is the subject 
of the Form CB transaction is an Exchange Act reporting company. Of 
the 95 Form CBs filed with the Commission during calendar year 2000, 
32 were filed by Exchange Act reporting companies and an additional 
eight were filed by non-Exchange Act reporting companies concerning 
subject companies that were Exchange Act reporting companies. Of 
these 40 Form CBs that would have been affected by the proposed 
amendments had they been enacted then, only four were filed by 
domestic entities. Each of these four domestic entities had assets 
that were significantly greater than $5 million as of the last day 
of its most recently completed fiscal year.
    While a few small domestic entities may incur costs resulting 
from the proposed amendments, these costs should not have a 
significant economic impact. For example, we understand that the 
average cost of electronically formatting and transmitting a 
Schedule 13D or 13G on EDGAR is approximately $250. In addition, the 
proposed amendments will not effect any change in the substantive 
requirements of the federal securities laws.
    For all the foregoing reasons, the proposed amendments should 
not have a significant

[[Page 50765]]

economic impact on a substantial number of small entities.

    Dated: September 25, 2001.

Harvey L. Pitt,
Chairman.

[FR Doc. 01-24806 Filed 10-3-01; 8:45 am]
BILLING CODE 8010-01-P