[Federal Register Volume 61, Number 95 (Wednesday, May 15, 1996)]
[Rules and Regulations]
[Pages 24651-24658]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 96-12177]
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[[Page 24652]]
SECURITIES AND EXCHANGE COMMISSION
17 CFR Parts 200, 228, 229, 230, 232, 239, 240, 270, and 274
[Release No. 33-7289, 34-37183, IC-21946; File No. S7-31-95]
RIN 3235-AG67
Use of Electronic Media for Delivery Purposes
AGENCY: Securities and Exchange Commission.
ACTION: Final rule.
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SUMMARY: The Securities and Exchange Commission (``Commission'') today
is adopting technical amendments to its rules that are premised on the
distribution of paper documents. These amendments are intended to
clarify certain rules in light of the interpretations set forth in the
Commission's October 6, 1995 release (Release No. 33-7233 [60 FR
53458]) regarding the use of electronic media for the dissemination of
issuer-related information under the federal securities laws (``October
Interpretive Release'') and the availability of electronic filings on
the Commission's World Wide Web site.
EFFECTIVE DATE: The amendments will become effective June 14, 1996.
FOR FURTHER INFORMATION CONTACT: Joseph P. Babits or James R. Budge,
(202) 942-2910, Division of Corporation Finance; and, with regard to
questions concerning investment companies and investment advisers,
Kathleen K. Clarke, (202) 942-0721, Division of Investment Management,
U.S. Securities and Exchange Commission, 450 Fifth Street, N.W.,
Washington, D.C. 20549.
SUPPLEMENTARY INFORMATION: To clarify certain rules in light of the
interpretations relating to electronic distribution of securities-
related information as set forth in the October Interpretive Release,
the Commission is adopting technical amendments to the following rules
and forms: Rule 200.80, 1 Item 502 of Regulation S-B; 2 Item
502 of Regulation S-K; 3 Rule 120 4 of the Securities Act of
1933 (``Securities Act''); 5 Rule 253 of Regulation A; 6 Rule
420 of Regulation C; 7 Rules 481 and 482 of Regulation C; 8
Rule 605 of Regulation E; 9 Rule 304 of Regulation S-T; 10
Forms F-7, 11 F-8, 12 F-9, 13 F-10 14 and F-80;
15 Rule 12b-12; 16 Rule 13e-3; 17 Rule 13e-4; 18
Schedule 13E-4F; 19 Rule 14a-3; 20 Rule 14a-5; 21 Rule
14a-7; 22 Rule 14c-4; 23 Rule 14c-7; 24 Rule 14d-5;
25 Schedule 14D-1F;26 Schedule 14D-9F; 27 under the
Securities Exchange Act of 1934 (``Exchange Act''); 28 and Rule
8b-12; 29 Rule 30d-1; 30 Rule 30d-2; 31 Form N-1A;
32 Form N-2; 33 Form N-3; 34 and Form N-4 35 under
the Investment Company Act of 1940 (``Investment Company Act'').
36
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\1\ 17 CFR 200.80.
\2\ 17 CFR 228.502.
\3\ 17 CFR 229.502. Two unrelated technical corrections to Item
601(c) of Regulations S-B and S-K [17 CFR 228.601(c) and 229.601(c),
respectively] also are included in this release.
\4\ 17 CFR 230.120.
\5\ 15 U.S.C. 77a et seq.
\6\ 17 CFR 230.253.
\7\ 17 CFR 230.420.
\8\ 17 CFR 230.481 and 230.482.
\9\ 17 CFR 230.605.
\10\ 17 CFR 232.304.
\11\ 17 CFR 239.37.
\12\ 17 CFR 239.38.
\13\ 17 CFR 239.39.
\14\ 17 CFR 239.40.
\15\ 17 CFR 239.41.
\16\ 17 CFR 240.12b-12.
\17\ 17 CFR 240.13e-3.
\18\ 17 CFR 240.13e-4.
\19\ 17 CFR 240.13e-102.
\20\ 17 CFR 240.14a-3.
\21\ 17 CFR 240.14a-5.
\22\ 17 CFR 240.14a-7.
\23\ 17 CFR 240.14c-4.
\24\ 17 CFR 240.14c-7.
\25\ 17 CFR 240.14d-5.
\26\ 17 CFR 240.14d-102.
\27\ 17 CFR 240.14d-103.
\28\ 15 U.S.C. 78a et seq.
\29\ 17 CFR 270.8b-12.
\30\ 17 CFR 270.30d-1.
\31\ 17 CFR 270.30d-2.
\32\ 17 CFR 274.11A.
\33\ 17 CFR 274.11a-1.
\34\ 17 CFR 274.11b.
\35\ 17 CFR 274.11c.
\36\ 15 U.S.C. 80a-1 et seq.
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I. Introduction
In its October Interpretive Release, the Commission recognized the
promise of electronic distribution of information in enhancing
investors' ability to access, research, and analyze information, and in
facilitating the provision of information by issuers and others.37
Acknowledging the wide spectrum of media available to issuers and
others who distribute securities-related information, as well as the
fact that strict compliance with requirements applicable to printed
material may not be possible in all electronic media, in a companion
release, the Commission proposed for comment technical amendments to
rules that were premised on the distribution of paper documents
(``Proposing Release'').38
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\37\ The Commission has issued a second interpretive release
dealing with electronic communication issues relating to broker-
dealers, transfer agents, and investment advisers. Several
additional examples also were included. See Release No. 33-7288 (May
9, 1996).
\38\ Release No. 33-7234 (October 6, 1995) [60 FR 53468].
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The Commission received 12 letters of comment on various issues
raised in its October Interpretive Release and Proposing Release; the
majority of commenters focused on the October Interpretive Release
rather than the Proposing Release.39 Except as noted, the
Commission is adopting the amendments as proposed,40 and certain
other technical rule changes are being made that did not require
proposal.41 The amendments are designed to maintain the intent of
the original requirements while allowing flexibility to issuers and
others in the choice of distribution medium.
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\39\ These letters are available for inspection and copying in
the Commission's public reference room located at 450 Fifth Street,
N.W., Washington, D.C. (File No. S7-31-95).
\40\ Certain clarifying modifications have been made to the
proposed language of Rule 304(c) of Regulation S-T and the note to
Rule 14d-5.
\41\ See technical changes to Rule 200.80 of the Commission's
rules relating to organization, conduct and ethics and information
and requests, Securities Act Rule 120, Item 502 of Regulations S-K
and S-B, and Item 601(c) of Regulations S-K and S-B, and to the
following Investment Company Act registration statement forms: Form
N-1A for open-end investment companies; Form N-2 for closed-end
companies; Form N-3 for separate accounts offering variable annuity
contracts that are registered under the Investment Company Act as
management investment companies; and Form N-4 for separate accounts
offering variable annuity contracts that are registered under the
Investment Company Act as unit investment trusts. The amendments to
Rules 200.80 and 120 relate to agency organization, procedure or
practice; therefore, publication for notice and comment is not
required under the Administrative Procedure Act. 5 U.S.C. 553(b).
With respect to the amendments to Regulations S-K and S-B, and to
the Investment Company Act registration statement forms, the
Commission for good cause finds that publication of these amendments
for notice and comment is unnecessary because they are minor,
technical changes. 5 U.S.C. 553(b).
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A. General Formatting Requirements
As proposed, Commission rules that prescribe the physical
appearance of a paper document, such as type size and font
requirements, are being amended to provide that the issuer, when
delivering an electronic version of a document, may comply with the
requirements by presenting the information in a format readily
communicated to investors. Where legends are required to be printed in
red ink or bold-face type, or in a different font size, the amended
rules will allow issuers to satisfy such requirements by presenting the
legends in any manner reasonably calculated to draw attention to them.
[[Page 24653]]
B. Graphic, Image and Audio Information
1. Documents Delivered to Investors
With respect to documents delivered to investors, the proposed
rules provided that if material graphic, image and audio information is
included in one version of a disclosure document, but not in other
versions, the issuer must include in the other versions a fair and
accurate description or transcript of the omitted information. The
Commission has determined that this language is not necessary to ensure
compliance with the federal securities laws; consequently, the adopted
rules do not include it. Where more than one version of a document is
delivered to investors, each version must contain all information
required by, and otherwise comply with, the requirements of the
applicable form and other provisions of the federal securities
laws.42 The issuer (or other party to whom the law assigns the
responsibility) remains responsible for ensuring that each version
satisfies applicable statutory and regulatory requirements.43
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\42\ See Release No. 33-7288 (May 9, 1996), Part IV, example
(7).
\43\ Differing versions of a document may need to be filed with
the Commission. For example, differing prospectuses should be filed
with the Commission pursuant to Rule 424 [17 CFR 230.424] or Rule
497 [17 CFR 230.497]. Alternatively, the company may file with the
Commission as an appendix to the prospectus a fair and accurate
description of any omitted material. As discussed below, graphic,
image and audio material should be described in EDGAR filings
pursuant to Rule 304 of Regulation S-T.
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2. Documents Filed With the Commission
Documents containing video, audio and graphic presentations
currently cannot be filed on the EDGAR system. Where these
presentations are used in documents delivered to investors, Rule 304 of
Regulation S-T has always required electronic filers to provide fair
and accurate descriptions of omitted materials in their EDGAR filings.
Rule 304 initially was phrased in terms of graphic and image material
included in ``the paper format version'' of an EDGAR filing. To reflect
the possibility of the delivery of an electronic version that differs
from the EDGAR filing, the Commission is amending Rule 304 to provide
that wherever the ``document delivered to investors or others''
includes graphic, image or audio information that cannot be reproduced
in an electronic filing on EDGAR, the EDGAR filing must include a fair
and accurate narrative description, tabular presentation or transcript
of the omitted material.44
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\44\ Of course, immaterial differences would not need to be
described. The rule retains the provisions that all such omitted
material is deemed filed as part of the electronic filing and that
copies of the document as distributed should be retained by the
issuer for a period of five years. One commenter suggested that
rather than require descriptions, the Commission should allow the
filing of documents in formats that currently are not compatible
with EDGAR. This suggestion fundamentally relates to the design of
the EDGAR system, which currently is being reevaluated by the staff;
any necessary rulemaking related to electronic filing will be
undertaken as modifications to the EDGAR system are developed and
implemented in the future.
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C. Rules Where Mailing Is Identified as a Delivery Method
Certain Commission rules provide that information may be
distributed to investors by mail. While some indicate that reasonably
prompt alternative delivery methods may be used,45 others
specifically require ``mailing.'' These rules should be read
consistently to allow the use of alternative methods of distribution
that are reasonably prompt. These rules are being amended where
necessary to reflect this view.46
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\45\ See e.g., Rule 14d-4(a)(2)(ii) [17 CFR 240.14d-
4(a)(2)(ii)].
\46\ Where the costs of distribution are to be calculated under
the rules, the amendments provide that methods analogous to those
applicable to mailing should be used where alternative delivery
methods are chosen. In that regard, the proposed change to Rule 14d-
5 has been modified to provide greater guidance with respect to cost
calculation under that rule.
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D. Identification of Where Filings Are Available for Inspection
Rule 200.80 identifies the public reference rooms located in
Washington, D.C. and other designated Regional Offices as the primary
locations where documents filed with the Commission may be inspected
and copied; in addition, Securities Act Rule 120 states that
registration statements are available for public inspection during
business hours at Commission headquarters. Other rules require a
registrant that is a reporting company to include on the inside front
cover of a prospectus a statement to the effect that reports and other
information filed by the registrant may be inspected and copied at the
Commission's public reference rooms.47 The Commission now also
makes electronic filings publicly available on the Internet within 24
hours of acceptance.48 Consequently, the Commission believes it is
appropriate, as a reflection of this agency's current dissemination
procedures and practices, to amend Rules 200.80(c) and 120 to include a
statement that electronic filings are publicly available on the
Commission's Web site.49 The prospectus requirements also have
been amended to provide for the inclusion of a statement that the
Commission maintains a Web site that contains reports, proxy and
information statements and other information regarding registrants that
file electronically with the Commission.50
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\47\ Item 502(a) of Regulations S-K and S-B [17 CFR 229.502(a)
and 228.502(a), respectively].
\48\ See Commission News Release No. 95-195 (September 28,
1995).
\49\ A correction to the cross reference to confidential
treatment rules in Rule 120 also is being adopted.
\50\ Item 502(a) of Regulations S-K and S-B. The Commission's
Internet address is http://www.sec.gov.
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The Commission also is amending certain investment company
registration statement forms to provide for inclusion of a statement on
the cover page of prospectuses that the Commission maintains a Web site
that contains the Statement of Additional Information, material
incorporated by reference, and other information regarding registrants
that file electronically with the Commission.51 This new
requirement is limited to prospectuses disseminated electronically by
investment companies that are electronic filers because it should not
impose any significant additional burden on such registrants to include
the disclosure in those prospectuses. The Commission intends to propose
expanding this requirement to apply to all investment company
prospectuses as part of future amendments to investment company
registration forms.
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\51\ See amendments to Item 1(a)(iii)(C) of Form N-1A; Item
1.1.d(C) of Form N-2; Item 1(a)(vi)(C) of Form N-3; and Item
1(a)(v)(C) of Form N-4. This new requirement would apply to any
prospectus that is disseminated electronically by an investment
company that is an electronic filer after the effective date of
these rules, but the new disclosure would not necessitate filing a
prospectus supplement or ``stickering'' the prospectus.
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II. Cost-Benefit Analysis
Quick and broad access to material information was one of the
fundamental premises upon which the federal securities laws were
adopted, and electronic distribution no doubt will benefit issuers and
investors through cheaper and faster communication of information.
While the Commission expects the increased use of electronic media to
benefit securities markets and investors by making disclosure available
faster and more cheaply, it does not anticipate that the amendments
will, in and of themselves, result in substantial economic costs or
benefits. Those benefits will be derived from advances in technology,
and not from the minor technical amendments that are the subject of
this rulemaking.
[[Page 24654]]
III. Regulatory Flexibility Act Certification
Pursuant to section 605(b) of the Regulatory Flexibility Act, 5
U.S.C. 605(b), the Chairman of the Commission has certified that the
amendments will not have a significant economic impact on a substantial
number of small entities. This certification, including the reasons
therefor, was attached to the Proposing Release as Appendix A.
IV. Statutory Bases
The amendments to the Commission's rules under the Securities Act
and amendments to the Commission's rules under the Exchange Act are
being made pursuant to Sections 6, 7, 8, 10 and 19(a) of the Securities
Act and Sections 3, 4, 10, 12, 13, 14, 15, 16 and 23 of the Exchange
Act. The amendments to the Commission's rules under the Investment
Company Act are being made pursuant to Sections 8(b) and 38(a) under
the Investment Company Act, as amended.
List of Subjects
17 CFR Parts 200, 228, 229, 230, 232, 239, 240, 270 and 274
Investment companies, Reporting and recordkeeping requirements,
Securities.
Text of the Amendments
In accordance with the foregoing, Title 17, chapter II of the Code
of Federal Regulations is amended as follows:
PART 200--ORGANIZATION; CONDUCT AND ETHICS; AND INFORMATION AND
REQUESTS
1. The authority citation for Part 200 continues to read in part as
follows:
Authority: 15 U.S.C. 77s, 78d-1, 78d-2, 78w, 78ll(d), 79t,
77sss, 80a-37, 80b-11, unless otherwise noted.
* * * * *
2. By amending Sec. 200.80 by adding paragraph (c)(3), to read as
follows:
Sec. 200.80 Commission records and information.
* * * * *
(c)(1) * * *
(3) Electronic filings made through the Electronic Data Gathering,
Analysis, and Retrieval system are publicly available through the
Commission's Web site (http://www.sec.gov).
* * * * *
PART 228--INTEGRATED DISCLOSURE SYSTEM FOR SMALL BUSINESS ISSUERS
3. The authority citation for Part 228 continues to read as
follows:
Authority: 15 U.S.C. 77e, 77f, 77g, 77h, 77j, 77k, 77s,
77aa(25), 77aa(26), 77ddd, 77eee, 77ggg, 77hhh, 77jjj, 77nnn, 77sss,
78l, 78m, 78n, 78o, 78w, 78ll, 80a-8, 80a-29, 80a-30, 80a-37, 80b-
11, unless otherwise noted.
4. By amending Sec. 228.502 by revising paragraph (a)(2) to read as
follows:
Sec. 228.502 (Item 502) Inside front and outside back cover pages of
prospectus.
* * * * *
(a)(1) * * *
(2) If the small business issuer is a reporting company, state that
the reports and other information filed by the small business issuer
may be inspected and copied at the public reference facilities of the
Commission in Washington D.C., and at some of its Regional Offices
(include addresses), and that copies of such material can be obtained
from the Public Reference Section of the Commission, 450 Fifth Street,
N.W., Washington D.C. 20549, at prescribed rates. If the small business
issuer is an electronic filer, state that the Commission maintains a
Web site that contains reports, proxy and information statements and
other information regarding issuers that file electronically with the
Commission and state the address of such site (http://www.sec.gov); and
* * * * *
Sec. 228.601 [Amended]
5. By amending Sec. 228.601(c) by revising the headings ``Note 1 to
paragraph (c)(1)(vi)'' to read ``Note 1 to paragraph (c)(1)'' and
``Note 2 to paragraph (c)(1)(vi)'' to read ``Note 2 to paragraph
(c)(1)''.
PART 229--STANDARD INSTRUCTIONS FOR FILING FORMS UNDER SECURITIES
ACT OF 1933, SECURITIES EXCHANGE ACT OF 1934 AND ENERGY POLICY AND
CONSERVATION ACT OF 1975--REGULATION S-K
6. The authority citation for Part 229 continues to read in part as
follows:
Authority: 15 U.S.C. 77e, 77f, 77g, 77h, 77j, 77k, 77s,
77aa(25), 77aa(26), 77ddd, 77eee, 77ggg, 77hhh, 77iii, 77jjj, 77nnn,
77sss, 78c, 78i, 78j, 78l, 78m, 78n, 78o, 78w, 78ll(d), 79e, 79n,
79t, 80a-8, 80a-29, 80a-30, 80a-37, 80b-11, unless otherwise noted.
* * * * *
7. By amending Sec. 229.502 by revising paragraph (a)(2) to read as
follows:
Sec. 229.502 (Item 502) Inside front and outside back cover pages of
prospectus.
* * * * *
(a) * * *
(2) State that reports (and where the registrant is subject to
sections 14(a) and 14(c) of the Exchange Act, proxy and information
statements) and other information filed by the registrant can be
inspected and copied at the public reference facilities maintained by
the Commission in Washington, D.C., and at certain of its Regional
Offices, and state the current address of each such facility (see
Secs. 200.11(b) and 200.80(c) of this chapter), and that copies of such
material can be obtained from the Public Reference Section of the
Commission, 450 Fifth Street, N.W., Washington, D.C. 20549 at
prescribed rates. If the registrant is an electronic filer, state that
the Commission maintains a Web site that contains reports, proxy and
information statements and other information regarding registrants that
file electronically with the Commission and state the address of such
site (http://www.sec.gov); and
* * * * *
229.601 [Amended]
8. By amending Sec. 229.601(c) by revising the heading ``Note 1 to
paragraph (c)(1)(vi)'' to read ``Note 1 to paragraph (c)(1)'' and
``Note 2 to paragraph (c)(1)(vi)'' to read ``Note 2 to paragraph
(c)(1)''.
PART 230--GENERAL RULES AND REGULATIONS, SECURITIES ACT OF 1933
9. The authority citation for Part 230 continues to read in part as
follows:
Authority: 15 U.S.C. 77b, 77f, 77g, 77h, 77j, 77s, 77sss, 78c,
78d, 78l, 78m, 78n, 78o, 78w, 78ll(d), 79t, 80a-8, 80a-29, 80a-30,
and 80a-37, unless otherwise noted.
* * * * *
10. By revising Sec. 230.120 to read as follows:
Sec. 230.120 Inspection of registration statements.
Except for material contracts or portions thereof accorded
confidential treatment pursuant to Sec. 230.406, all registration
statements are available for public inspection, during business hours,
at the principal office of the Commission in Washington, D.C.
Electronic registration statements made through the Electronic Data
Gathering, Analysis, and Retrieval system are publicly available
through the Commission's Web site (http://www.sec.gov).
11. By amending Sec. 230.253 by designating the text of paragraph
(b) after the heading as paragraph (b)(1) and by adding paragraph
(b)(2), to read as follows:
Sec. 230.253 Offering circular.
* * * * *
[[Page 24655]]
(b) Presentation of information. (1) * * *
(2) Where an offering circular is distributed through an electronic
medium, issuers may satisfy legibility requirements applicable to
printed documents by presenting all required information in a format
readily communicated to investors.
* * * * *
12. By amending Sec. 230.420 by designating the text as paragraph
(a) and by adding paragraph (b), to read as follows:
Sec. 230.420 Legibility of prospectus.
(a) * * *
(b) Where a prospectus is distributed through an electronic medium,
issuers may satisfy legibility requirements applicable to printed
documents, such as paper size, type size and font, bold-face type,
italics and red ink, by presenting all required information in a format
readily communicated to investors, and where indicated, in a manner
reasonably calculated to draw investor attention to specific
information.
13. By amending Sec. 230.481 to add paragraph (h) to read as
follows:
Sec. 230.481 Information required in prospectus.
* * * * *
(h) Where a prospectus is distributed through an electronic medium,
issuers may satisfy legibility requirements applicable to printed
documents, such as paper size, type size and font, bold-face type,
italics and red ink, by presenting all required information in a format
readily communicated to investors, and where indicated, in a manner
reasonably calculated to draw investor attention to specific
information.
14. By amending Sec. 230.482 by removing the note following
paragraph (a)(7) and adding a note to paragraph (a)(6), to read as
follows:
Sec. 230.482 Advertising by an investment company as satisfying
requirements of section 10.
(a) * * *
(6) * * *
Note to paragraph (a)(6). All advertisements made pursuant to this
rule are subject to Rule 420 [17 CFR 230.420].
* * * * *
15. By amending Sec. 230.605 by designating the text of paragraph
(c) as paragraph (c)(1) and by adding paragraph (c)(2) to read as
follows:
Sec. 230.605 Filing and use of the offering circular.
* * * * *
(c)(1) * * *
(2) Where an offering circular is distributed through an electronic
medium, issuers may satisfy legibility requirements applicable to
printed documents by presenting all required information in a format
readily communicated to investors.
* * * * *
PART 232--REGULATION S-T--GENERAL RULES AND REGULATIONS FOR
ELECTRONIC FILINGS
16. 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.
17. By amending Sec. 232.304 by revising the section heading,
paragraphs (a), (b)(1), and (c) to read as follows:
Sec. 232.304 Graphic, image and audio material.
(a) If a filer includes graphic, image or audio material in a
document delivered to investors and others that cannot be reproduced in
an electronic filing, the electronically filed version of that document
shall include a fair and accurate narrative description, tabular
representation or transcript of the omitted material. Such
descriptions, representations or transcripts may be included in the
text of the electronic filing at the point where the graphic, image or
audio material is presented in the delivered version, or they may be
listed in an appendix to the electronic filing. Immaterial differences
between the delivered and electronically filed versions, such as
pagination, color, type size or style, or corporate logo need not be
described.
(b)(1) The graphic, image and audio material in the version of a
document delivered to investors and others shall be deemed part of the
electronic filing and subject to the liability and anti-fraud
provisions of the federal securities laws.
(2) * * *
(c) An electronic filer shall retain for a period of five years a
copy of each publicly distributed document, in the format used, that
contains graphic, image or audio material where such material is not
included in the version filed with the Commission. The five-year period
shall commence as of the filing date, or the date that appears on the
document, whichever is later. Upon request, an electronic filer shall
furnish to the Commission or its staff a copy of any or all of the
documents contained in the file.
* * * * *
PART 239--FORMS PRESCRIBED UNDER THE SECURITIES ACT OF 1933
18. The authority citation for Part 239 continues to read in part
as follows:
Authority: 15 U.S.C. 77f, 77g, 77h, 77j, 77s, 77sss, 78c, 78l,
78m, 78n, 78o(d), 78w(a), 78ll(d), 79e, 79f, 79g, 79j, 79l, 79m,
79n, 79q, 79t, 80a-8, 80a-29, 80a-30 and 80a-37, unless otherwise
noted.
* * * * *
19. By amending Form F-7 (referenced in Sec. 239.37) by adding a
note to Part I, Item 2, to read as follows:
Note.--The text of Form F-7 does not, and this amendment will
not, appear in the Code of Federal Regulations.
Form F-7
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
* * * * *
PART I
INFORMATION REQUIRED TO BE SENT TO SHAREHOLDERS
* * * * *
Item 2. Information Legends
* * * * *
Note to Item 2. If the home-jurisdiction document(s) are
delivered through an electronic medium, the issuer may satisfy the
legibility requirements for the required legends relating to type
size and font by presenting the legends in any manner reasonably
calculated to draw investor attention to it.
* * * * *
20. By amending Form F-8 (referenced in Sec. 239.38) by adding a
note to Part I, Item 2, to read as follows:
Note.--The text of Form F-8 does not, and this amendment will
not, appear in the Code of Federal Regulations.
Form F-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
* * * * *
PART I
INFORMATION REQUIRED TO BE DELIVERED TO OFFEREES OR PURCHASERS
* * * * *
Item 2. Informational Legends
* * * * *
Note to Item 2. If the home-jurisdiction document(s) are
delivered through an electronic medium, the issuer may satisfy the
legibility requirements for the required legends relating to type
size and font by presenting the legends in any manner reasonably
calculated to draw investor attention to it.
* * * * *
21. By amending Form F-9 (referenced in Sec. 239.39) by adding a
note to Part I, Item 2, to read as follows:
[[Page 24656]]
Note.--The text of Form F-9 does not, and this amendment will
not, appear in the Code of Federal Regulations.
Form F-9
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
* * * * *
PART I
INFORMATION REQUIRED TO BE DELIVERED TO OFFEREES OR PURCHASERS
* * * * *
Item 2. Informational Legends
* * * * *
Note to Item 2. If the home-jurisdiction document(s) are
delivered through an electronic medium, the issuer may satisfy the
legibility requirements for the required legends relating to type
size and font by presenting the legends in any manner reasonably
calculated to draw investor attention to it.
* * * * *
22. By amending Form F-10 (referenced in Sec. 239.40) by adding a
note to Part I, Item 3, to read as follows:
Note.--The text of Form F-10 does not, and this amendment will
not, appear in the Code of Federal Regulations.
Form F-10
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
* * * * *
PART I
INFORMATION REQUIRED TO BE DELIVERED TO OFFEREES OR PURCHASERS
* * * * *
Item 3. Informational Legends
* * * * *
Note to Item 3. If the home-jurisdiction document(s) are
delivered through an electronic medium, the issuer may satisfy the
legibility requirements for the required legends relating to type
size and font by presenting the legends in any manner reasonably
calculated to draw investor attention to it.
* * * * *
23. By amending Form F-80 (referenced in Sec. 239.41) by adding a
note to Part I, Item 2, to read as follows:
Note.The text of Form F-80 does not, and this amendment will
not, appear in the Code of Federal Regulations.
Form F-80
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
* * * * *
PART I
INFORMATION REQUIRED TO BE DELIVERED TO OFFEREES OR PURCHASERS
* * * * *
Item 2. Informational Legends
* * * * *
Note to Item 2. If the home-jurisdiction document(s) are
delivered through an electronic medium, the issuer may satisfy the
legibility requirements for the required legends relating to type
size and font by presenting the legends in any manner reasonably
calculated to draw investor attention to it.
* * * * *
PART 240--GENERAL RULES AND REGULATIONS, SECURITIES EXCHANGE ACT OF
1934
24. The authority citation for Part 240 continues to read in part
as follows:
Authority: 15 U.S.C. 77c, 77d, 77g, 77j, 77s, 77eee, 77ggg,
77nnn, 77sss, 77ttt, 78c, 78d, 78i, 78j, 78l, 78m, 78n, 78o, 78p,
78q, 78s, 78w, 78x, 78ll(d), 79q, 79t, 80a-20, 80a-23, 80a-29, 80a-
37, 80b-3, 80b-4 and 80b-11, unless otherwise noted.
* * * * *
25. The authority citation following Sec. 240.14d-5 is removed.
26. By amending Sec. 240.12b-12 by adding paragraph (e) to read as
follows:
Sec. 240.12b-12 Requirements as to paper, printing and language.
* * * * *
(e) Where a statement or report is distributed to investors through
an electronic medium, issuers may satisfy legibility requirements
applicable to printed documents, such as paper size and type size and
font, by presenting all required information in a format readily
communicated to investors.
27. By amending Sec. 240.13e-3 by designating the instructions to
paragraph (e)(3) immediately following paragraph (e)(3)(ii)(B) as
``Instructions to paragraph (e)(3)'' and by adding instruction 3
thereto, to read as follows:
Sec. 240.13e-3 Going private transactions by certain issuers or their
affiliates.
* * * * *
(e) * * *
(3) * * *
Instructions to paragraph (e)(3).
1. * * *
2. * * *
3. If the information delivered to security holders is distributed
through an electronic medium and the legend required by paragraph
(e)(3)(ii) is included, issuers may satisfy the legibility requirement
relating to type size and font by presenting the legend in any manner
reasonably calculated to draw security holder attention to it.
* * * * *
28. By amending Sec. 240.13e-4 by revising paragraph (e)(1)(ii)(A),
to read as follows:
Sec. 240.13e-4 Tender offers by issuers.
* * * * *
(e) * * *
(1) * * *
(ii) * * *
(A) By mailing or otherwise furnishing promptly the statement
required by paragraph (d)(1) of this section to each security holder
whose name appears on the most recent shareholder list of the issuer;
* * * * *
29. By amending Schedule 13E-4F (Sec. 240.13e-102) by adding a note
to Item 2 of Part I, to read as follows:
Sec. 240.13e-102 Schedule 13E-4F. Tender offer statement pursuant to
section 13(e)(1) of the Securities Exchange Act of 1934 and
Sec. 240.13e-4 thereunder.
* * * * *
Part I--Information Required To Be Sent to Shareholders
* * * * *
Item 2. * * *
Note to Item 2. If the home jurisdiction document(s) are
delivered through an electronic medium, the issuer may satisfy the
legibility requirements for the required legends relating to type
size and fonts by presenting the legend in any manner reasonably
calculated to draw security holder attention to it.
* * * * *
30. By amending Sec. 240.14a-3 by designating the text of paragraph
(b)(2) as (b)(2)(i) and by adding paragraph (b)(2)(ii), to read as
follows:
Sec. 240.14a-3 Information to be furnished to security holders.
* * * * *
(b) * * *
(2)(i) * * *
(ii) Where the annual report to security holders is delivered
through an electronic medium, issuers may satisfy legibility
requirements applicable to printed documents, such as type size and
font, by presenting all required information in a format readily
communicated to investors.
* * * * *
31. By amending Sec. 240.14a-5 by designating the text of paragraph
(d) as paragraph (d)(1) and by adding paragraph (d)(2), to read as
follows:
Sec. 240.14a-5 Presentation of information in proxy statement.
* * * * *
(d)(1) * * *
(2) Where a proxy statement is delivered through an electronic
medium, issuers may satisfy legibility requirements applicable to
printed documents, such as type size and font, by presenting all
required information in a format readily communicated to investors.
* * * * *
[[Page 24657]]
32. By amending Sec. 240.14a-7 by adding a note at the end of the
section, to read as follows:
Sec. 240.14a-7 Obligations of registrants to provide a list of, or
mail soliciting material to, security holders.
* * * * *
Note to Sec. 240.14a-7. Reasonably prompt methods of
distribution to security holders may be used instead of mailing. If
an alternative distribution method is chosen, the costs of that
method should be considered where necessary rather than the costs of
mailing.
33. By amending Sec. 240.14c-4 by adding paragraph (d), to read as
follows:
Sec. 240.14c-4 Presentation of information in information statement.
* * * * *
(d) Where an information statement is delivered through an
electronic medium, issuers may satisfy legibility requirements
applicable to printed documents, such as type size and font, by
presenting all required information in a format readily communicated to
investors.
34. By amending Sec. 240.14c-7 by revising paragraph (c), to read
as follows:
Sec. 240.14c-7 Providing copies of material for certain beneficial
owners.
* * * * *
(c) A registrant, at its option, may send by mail or other equally
prompt means, its annual report to security holders to the beneficial
owners whose identifying information is provided by record holders and
respondent banks, pursuant to Sec. 240.14b-1(b)(3) and Sec. 240.14b-
2(b)(4) (ii) and (iii), provided that such registrant notifies the
record holders and respondent banks at the time it makes the inquiry
required by paragraph (a) of this section that the registrant will send
the annual report to security holders to the beneficial owners so
identified.
* * * * *
35. By amending Sec. 240.14d-5 by adding a note at the end of the
section, to read as follows:
Sec. 240.14d-5 Dissemination of certain tender offers by the use of
stockholder lists and security position listings.
* * * * *
Note to Sec. 240.14d-5. Reasonably prompt methods of
distribution to security holders may be used instead of mailing. If
alternative methods are chosen, the approximate direct costs of
distribution shall be computed by adding the estimated direct costs
of preparing the document for distribution through the chosen medium
(including updating of shareholder lists) plus the estimated
reasonable cost of distribution through that medium. Direct costs
incidental to the distribution of tender offer materials and
amendments thereto may include all reasonable charges paid by the
subject company to third parties for supplies or services, including
costs attendant to preparing shareholder lists, handling the
bidder's materials, and contacting participants named on security
position listings, but shall not include indirect costs, such as
employee time which is devoted to either contesting or supporting
the tender offer on behalf of the subject company.
36. By amending Schedule 14D-1F (Sec. 240.14d-102) by adding a note
to Item 2 of Part I, to read as follows:
Sec. 240.14d-102 Schedule 14D-1F. Tender offer statement pursuant to
rule 14d-1(b) under the Securities Exchange Act of 1934.
* * * * *
PART I--INFORMATION REQUIRED TO BE SENT TO SHAREHOLDERS
* * * * *
Item 2. Informational Legends
* * * * *
Note to Item 2. If the home-jurisdiction document(s) are
delivered through an electronic medium, the issuer may satisfy the
legibility requirements for the required legends relating to type
size and font by presenting the legend in any manner reasonably
calculated to draw security holder attention to it.
* * * * *
37. By amending Schedule 14D-9F (Sec. 240.14d-103) by adding a note
to Item 2 of Part I, to read as follows:
Sec. 240.14d-103 Schedule 14D-9F. Solicitation/recommendation
statement pursuant to section 14(d)(4) of the Securities Exchange Act
of 1934 and rules 14d-1(b) and 14e-2(c) thereunder.
* * * * *
Part I--Information Required To Be Sent to Shareholders
* * * * *
Item 2. Informational Legends
* * * * *
Note to Item 2. If the home jurisdiction document(s) are
delivered through an electronic medium, the issuer may satisfy the
legibility requirements for the required legends relating to type
size and font by presenting the legend in any manner reasonably
calculated to draw security holder attention to it.
* * * * *
PART 270--GENERAL RULES AND REGULATIONS, INVESTMENT COMPANY ACT OF
1940
38. The authority citation for Part 270 continues to read, in part,
as follows:
Authority: 15 U.S.C. 80a-1 et seq., 80a-37, 80a-39, unless other
otherwise noted;
* * * * *
39. The authority citations following Sec. 270.8b-12 are removed.
40. By amending Sec. 270.8b-12 by adding paragraph (f) to read as
follows:
Sec. 270.8b-12 Requirements as to paper, printing and language.
* * * * *
(f) Where a registration statement or report is distributed through
an electronic medium, issuers may satisfy legibility requirements
applicable to printed documents, such as paper size, type size and
font, bold-face type, italics and red ink, by presenting all required
information in a format readily communicated to investors, and where
indicated, in a manner reasonably calculated to draw investor attention
to specific information.
Sec. 270.30d-1 [Amended]
41. By amending Sec. 270.30d-1 by revising the word ``mailed'' in
paragraph (c) to read ``transmitted'', revising the word ``mailed'' in
the last sentence of paragraph (d)(2) to read ``transmitted'', and
revising the word ``mailed'' in paragraph (e) to read ``transmitted''.
Sec. 270.30d-2 [Amended]
42. By amending Sec. 270.30d-2 by removing from the first sentence
the phrase ``by mail, postage prepaid,''; and in the second sentence,
by revising the word ``mailed'' to read ``transmitted'' and by revising
the word ``mailing'' to read ``transmitting''.
PART 239--FORMS PRESCRIBED UNDER THE SECURITIES ACT OF 1933
PART 274--FORMS PRESCRIBED UNDER THE INVESTMENT COMPANY ACT OF 1940
43. The authority citation for Part 274 continues to read as
follows:
Authority: 15 U.S.C. 77f, 77g, 77h, 77j, 77s, 78c(b), 78l, 78m,
78n, 78o(d), 80a-8, 80a-24, and 80a-29, unless otherwise noted.
44. By amending Part A, Information Required in a Prospectus, Item
1(a)(iii) of Form N-1A (referenced in Secs. 239.15A and 274.11A) by
adding a sentence to the end of the parenthetical following paragraph
(C) to read as follows:
[Note: The text of Form N-1A does not and these amendments will
not appear in the Code of Federal Regulations.]
Form N-1A
* * * * *
PART A
INFORMATION REQUIRED IN A PROSPECTUS
Item 1. Cover Page
(a) * * *
[[Page 24658]]
(iii) * * *
(C) * * * (* * * If the Registrant intends to disseminate its
prospectus electronically and is an electronic filer, also include
the information that the Commission maintains a Web site (http://
www.sec.gov) that contains the Statement of Additional Information,
material incorporated by reference, and other information regarding
registrants that file electronically with the Commission.);
* * * * *
45. By amending Part A, Information Required in a Prospectus, Item
1.1.d of Form N-2 (referenced in Secs. 239.14 and 274.11a-1) by adding
a sentence at the end of the parenthetical following paragraph (C) to
read as follows:
[Note: The text of Form N-2 does not and these amendments will
not appear in the Code of Federal Regulations.]
Form N-2
* * * * *
PART A-INFORMATION REQUIRED IN A PROSPECTUS
Item 1. Outside Front Cover
1. * * *
d. * * *
(C) * * * (* * * If the Registrant intends to disseminate its
prospectus electronically and is an electronic filer, also include
the information that the Commission maintains a Web site (http://
www.sec.gov) that contains the Statement of Additional Information,
material incorporated by reference, and other information regarding
registrants that file electronically with the Commission.);
* * * * *
46. By amending Part A, Information Required in a Prospectus, Item
1(a)(vi) of Form N-3 (referenced in Secs. 239.17a and 274.11b) by
adding a sentence at the end of the parenthetical following paragraph
(C) to read as follows:
[Note: The text of Form N-3 does not and these amendments will
not appear in the Code of Federal Regulations.]
Form N-3
* * * * *
Part A
INFORMATION REQUIRED IN A PROSPECTUS
Item 1. Cover Page
(a) * * *
(vi) * * *
(C) * * * (* * * If the Registrant intends to disseminate its
prospectus electronically and is an electronic filer, also include
the information that the Commission maintains a Web site (http://
www.sec.gov) that contains the Statement of Additional Information,
material incorporated by reference, and other information regarding
registrants that file electronically with the Commission.);
* * * * *
47. By amending Part A, Information Required in a Prospectus, Item
1(a)(v) of Form N-4 (referenced in Secs. 239.17b and 274.11c) by adding
a sentence at the end of the parenthetical following paragraph (C) to
read as follows:
[Note: The text of Form N-4 does not and these amendments will
not appear in the Code of Federal Regulations.]
Form N-4
* * * * *
Part A
INFORMATION REQUIRED IN A PROSPECTUS
Item 1. Cover Page
(a) * * *
(v) * * *
(C) * * * (* * * If the Registrant intends to disseminate its
prospectus electronically and is an electronic filer, also include
the information that the Commission maintains a Web site (http://
www.sec.gov) that contains the Statement of Additional Information,
material incorporated by reference, and other information regarding
registrants that file electronically with the Commission.);
* * * * *
By the Commission.
Dated: May 9, 1996.
Margaret H. McFarland,
Deputy Secretary.
[FR Doc. 96-12177 Filed 5-14-96; 8:45 am]
BILLING CODE 8010-01-P
