[Federal Register Volume 60, Number 222 (Friday, November 17, 1995)]
[Rules and Regulations]
[Pages 57682-57684]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 95-28413]
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SECURITIES AND EXCHANGE COMMISSION
17 CFR Part 232
[Release Nos. 33-7241; 34-36479; 35-26407; IC-21500]
RIN 3235-AC48
Adoption of Updated EDGAR Filer Manual and Technical Rule
Amendments
AGENCY: Securities and Exchange Commission.
ACTION: Final rules.
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SUMMARY: The Securities and Exchange Commission (``Commission'') is
announcing the adoption of an updated EDGAR Filer Manual (``Filer
Manual'') and providing for its incorporation by reference into the
Code of Federal Regulations. It also is adopting technical amendments
to rules governing electronic filing on the Commission's Electronic
Data Gathering, Analysis, and Retrieval (``EDGAR'') system.
EFFECTIVE DATE: The amendments to Regulation S-T and the new edition of
the EDGAR Filer Manual (Release 4.40) will be effective on December 18,
1995. The incorporation by reference of the EDGAR Filer Manual is
approved by the Director of the Federal Register as of December 18,
1995.
FOR FURTHER INFORMATION CONTACT: With respect to the EDGAR Filer
Manual, version 4.40: in the Office of Information Technology, David T.
Copenhafer at (202) 942-8800; in the Division of Corporation Finance,
Sylvia J. Reis or Serena C. Swegle at (202) 942-2940; in the Division
of Investment Management, Anthony A. Vertuno or Ruth Armfield Sanders
at (202) 942-0591. With respect to the technical rule amendments, in
the Division of Corporation Finance, Barbara C. Jacobs or James R.
Budge, Office of Disclosure Policy, at (202) 942-2910; in the Division
of Investment Management, Anthony A. Vertuno or Ruth Armfield Sanders
at (202) 942-0591.
SUPPLEMENTARY INFORMATION: The Commission is announcing the adoption of
an updated EDGAR Filer Manual, version 4.40, and technical amendments
to Rules 101 1 and 301 2 of Regulation
\1\ 17 CFR 232.101.
\2\ 17 CFR 232.301.
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S-T.3
\3\ 17 CFR Part 232.
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I. Updated Edgar Filer Manual, Version 4.40
The Commission today announces the adoption of an updated EDGAR
Filer Manual (``Filer Manual''), which sets forth the technical
formatting requirements governing the preparation and submission of
electronic filings through the Electronic Data Gathering, Analysis, and
Retrieval (``EDGAR'') system.4 Compliance with the provisions of
the Filer Manual is required to assure the timely acceptance and
processing of filings made in electronic format.5 Filers should
consult the Filer Manual in conjunction with the Commission's rules
governing mandated electronic filing when preparing documents for
electronic submission.6
\4\ The Filer Manual originally was adopted on April 1, 1993,
and became effective on April 26, 1993. Release No. 33-6986 (April
1, 1993) [58 FR 18638]. Updates to the Filer Manual have been
adopted as necessary since that time; the most recent update was
adopted on May 22, 1995. Release No. 33-7169 (May 25, 1995) [60 FR
27691].
\5\ See Rule 301 of Regulation S-T.
\6\ See Release Nos. 33-6977 (February 23, 1993) [58 FR 14628],
IC-19284 (February 23, 1993) [58 FR 14848], 35-25746 (February 23,
1993) [58 FR 14999], and 33-6980 (February 23, 1993) [58 FR 15009]
for a comprehensive treatment of the rules adopted by the Commission
governing mandated electronic filing. See also Release No. 33-7072
(July 8, 1994) [59 FR 36258], relating to implementation of
Financial Data Schedules, and Release No. 33-7122 (December 19,
1994) [59 FR 67752], in which the Commission made the EDGAR rules
final and applicable to all domestic registrants and adopted minor
amendments to the EDGAR rules.
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Significant changes to the Filer Manual in this update are as
follows: acceptable form types have been modified to accommodate
filings made pursuant to Rule 462 7 of Regulation C,8 adopted
in connection with the Commission's T+3 initiatives; 9 form types
have been added to allow electronic filing of Forms 3, 4 and 5 10
pursuant to Section 16 11 of the Securities Exchange Act of 1934
12 and notices of securities sales 13 filed pursuant to Rule
144 14 under the Securities Act of 1933 (``Securities
Act'').15 Rule 301 of Regulation S-T also is being amended to
provide for the incorporation by reference of this version of the Filer
Manual into the Code of Federal Regulations, which incorporation by
reference was approved by the Director of the Federal Register in
accordance with 5 U.S.C. 552(a) and 1 CFR part 51. As explained more
fully below, the revised Filer
[[Page 57683]]
Manual and the amendment to Rule 301 will be effective on December 18,
1995.
\7\ 17 CFR 230.462.
\8\ 17 CFR 230.400 to 230.497, inclusive.
\9\ See Release No. 33-7168 (May 11, 1995) [60 FR 26604].
\10\ 17 CFR 249.103, 249.104 and 249.105, respectively.
\11\ 15 U.S.C. 78p.
\12\ 15 U.S.C. 78a et seq.
\13\ Form 144, 17 CFR 239.144.
\14\ 17 CFR 230.144.
\15\ 15 U.S.C. 77a et seq.
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Paper copies of the updated Filer Manual may be obtained at the
following address: Public Reference Room, U.S. Securities and Exchange
Commission, Mail Stop 1-2, 450 Fifth Street, N.W., Washington, D.C.
20549. Electronic format copies will be available on the EDGAR
electronic bulletin board. Copies also may be obtained from Disclosure
Incorporated, the paper and microfiche contractor for the Commission,
at (800) 638-8241.
II. Technical Amendments to Regulation S-T
In addition to the adoption of the updated Filer Manual, the
Commission is adopting several technical amendments to the rules
governing electronic filing.
A. Voluntary Electronic Filing of Notices of Exempt Preliminary Roll-up
Communication
In connection with the adoption of rules implementing the Limited
Partnership Rollup Reform Act of 1993,16 the Commission adopted an
exemption from the proxy filing requirements for preliminary
communications among security holders for the purpose of determining
whether to solicit proxies, consents or authorizations in opposition to
a proposed roll-up transaction.17 In certain instances, a short
notice of such communications was required to be filed with the
Commission. Release No. 33-7113 indicates that these documents are to
be filed either in paper or electronically, at the filer's option, and
that programming would be completed to accommodate their electronic
submission. Programming was completed shortly after Release No. 33-7133
was issued, and the Commission now is amending Rule 101(b)(2) 18
of Regulation S-T to codify its position that Notices of Exempt
Preliminary Roll-up Communications may be filed electronically, at the
filer's option.
\16\ Government Securities Act Amendments of 1993, Pub. L. 103-
202, Title III, 107 Stat. 2344 (1993).
\17\ See Release No. 33-7113 (December 1, 1994) [59 FR 63676],
Rule 14a-6(n) and the Notice of Exempt Preliminary Roll-up
Communication [17 CFR 240.14a-104].
\18\ 17 CFR 232.101(b)(2).
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B. Voluntary Electronic Filing of Forms 3, 4, 5 and 144
When the Commission adopted Regulation S-T in connection with the
EDGAR Interim Rules in 1993,19 it indicated that reports filed
pursuant to Section 16 of the Exchange Act, namely, Forms 3, 4 and 5,
and notices of securities transactions (Form 144) filed pursuant to
Rule 144 of the Securities Act would not initially be permitted to be
filed electronically, but that accommodations for electronic submission
of those documents would be contemplated at a later date.20
Recently, the Commission announced that it had taken steps to initiate
programming to allow voluntary electronic filing of these forms.21
This programming has now been completed and the Commission is amending
Rule 101(b) to provide that such documents may be filed electronically,
at the filer's option.22 With regard to Form 144, electronic
filing initially will be limited to filings where the issuer of the
securities is a public company, i.e., a company subject to Securities
Exchange Act of 1934 23 reporting requirements. Filers who desire
to file electronically should submit their Forms ID early in order to
obtain the access codes they will need to make their filings on
EDGAR.24
\19\ See n. 6, above.
\20\ See Release No. 33-6977 (February 23, 1993) [58 FR 14628],
Section III.C.
\21\ See Release No. 33-7231 (October 5, 1995) [60 FR 53474].
\22\ This functionality will be available as of December 18,
1995.
\23\ 15 U.S.C. 78a et seq.
\24\ Forms ID are available in the EDGAR Filer Manual; they also
may be obtained from the Commission's publications unit by calling
(202) 942-4046 and asking for Form ID (SEC 2084).
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C. Certain Filings Made by the World Bank
The International Bank for Reconstruction and Development (the
``World Bank'') is required to file with the Commission periodic
reports and reports with respect to issuances of primary
obligations.25 The World Bank has requested that it be permitted
to file some or all of these reports in electronic format on a
voluntary basis through the Commission's EDGAR system, and the
Commission has agreed to accommodate this request. Consequently, Rule
101(b) is being amended to allow the voluntary electronic filing of
these documents.
\25\ See Section 15(a) of the Bretton Woods Agreements Act [22
U.S.C. 286k-1(a)] and Part 285 of Title 17 of the Code of Federal
Regulations.
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D. Documents To Be Submitted in Paper Only Under Sections 8(f), 17(g),
and 33 of the Investment Company Act
It was not intended that certain submissions under the Investment
Company Act of 1940 (``Investment Company Act'') 26 be made in
electronic format. Specifically, the EDGAR system was not programmed to
accommodate the electronic submission of Form N-8F 27 and related
documents under Section 8(f) 28 of, and Rule 8f-1 29 under,
the Investment Company Act; fidelity bonds and related documents
submitted under Section 17(g) 30 of, and Rule 17g-1 31 under,
the Act; or litigation materials filed under Section 33 of the
Act.32 The Commission is amending paragraphs (a) and (c) of Rule
101 to reflect the fact that submissions under these sections of the
Investment Company Act are to be made in paper format only.
\26\ 15 U.S.C. 80a-1 et seq.
\27\ 17 CFR 274.218.
\28\ 15 U.S.C. 80a-8(f).
\29\ 17 CFR 270.8f-1.
\30\ 15 U.S.C. 80a-17(g).
\31\ 17 CFR 270.17g-1.
\32\ 15 U.S.C. 80a-32.
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III. Effective Date
Since the Filer Manual and technical rule amendments relate solely
to agency procedure or practice, publication for notice and comment is
not required under the Administrative Procedure Act.33 It follows
that the requirements of the Regulatory Flexibility Act 34 do not
apply.
\33\ 5 U.S.C. 553(b).
\34\ 5 U.S.C. 601-612.
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The effective date for the updated Filer Manual and the rule
amendments is December 18, 1995. In accordance with the Administrative
Procedure Act, 5 U.S.C. 553(d)(3), the Commission finds that there is
good cause to establish an effective date less than 30 days after
publication of these rules. The EDGAR system is scheduled to be
upgraded to Release 4.40 on December 18, 1995. The Commission believes
that it is necessary to coordinate the effectiveness of the updated
Filer Manual with the scheduled system upgrade in order to avoid
confusion to EDGAR filers. In addition, the technical amendments to
Regulation S-T do not impose new requirements on filers, but merely
provide for additional voluntary means to file certain documents
electronically. Therefore, it is not anticipated that any hardships
will result from the establishment of an effective date of less than 30
days after publication.
IV. Cost-Benefit Analysis
It is anticipated that the amendments to the EDGAR rules adopted
today will not impose any additional costs associated with filing
documents with the Commission, since they primarily provide means to
file specified documents electronically on a voluntary basis. Filers
who choose to file these documents electronically may experience cost
savings or additional
[[Page 57684]]
costs, depending on their circumstances. Overall, the Commission
expects benefits to accrue to both filers and the public at large in
cases where filers choose to file in electronic format, primarily
because of the promptness and breadth of dissemination associated with
electronic filing.
V. Statutory Basis
The updated Filer Manual and the amendments to Regulation S-T are
being adopted under Sections 6, 7, 8, 10, and 19(a) of the Securities
Act of 1933,35 Sections 3, 12, 13, 14, 15, 23, and 35A of the
Securities Exchange Act of 1934,36 Section 20 of the Public
Utility Holding Company Act of 1935,37 Section 319 of the Trust
Indenture Act of 1939,38 and Sections 8, 30, 31, and 38 of the
Investment Company Act of 1940.39
\35\ 15 U.S.C. 77f, 77g, 77h, 77j and 77s(a).
\36\ 15 U.S.C. 78c, 78l, 78m, 78n, 78o, 78w and 78ll.
\37\ 15 U.S.C. 79t.
\38\ 15 U.S.C. 77sss.
\39\ 15 U.S.C. 80a-8, 80a-29, 80a-30 and 80a-37.
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List of Subjects in 17 CFR Part 232
Incorporation by reference; Investment companies; Registration
requirements; Reporting and recordkeeping requirements; Securities.
Text of the Amendments
In accordance with the foregoing, Title 17, Chapter II of the Code
of Federal Regulations is amended as follows:
PART 232--REGULATION S-T--GENERAL RULES AND REGULATIONS FOR
ELECTRONIC FILINGS
1. The authority citation for Part 232 continues to read as
follows:
Authority: 15 U.S.C. 77f, 77g, 77h, 77j, 77s(a), 77sss(a),
78c(b), 78l, 78m, 78n, 78o(d), 78w(a), 78ll(d), 79t(a), 80a-8, 80a-
29, 80a-30 and 80a-37.
2. Section 232.101 is amended by revising paragraphs (a)(1)(iv) and
(b)(2); redesignating paragraphs (b)(4) and (b)(5) as paragraphs (b)(7)
and (b)(8) and adding paragraphs (b)(4), (b)(5) and (b)(6); removing
paragraph (c)(7) and redesignating paragraphs (c)(8) through (c)(21) as
paragraphs (c)(7) through (c)(20); and revising newly redesignated
paragraphs (c)(8) and (c)(13) to read as follows:
Sec. 232.101 Mandated electronic submissions and exceptions.
(a) * * *
(1) * * *
(iv) Documents filed with the Commission pursuant to Sections 8,
17, 20, and 30 of the Investment Company Act (15 U.S.C. 80a-8, 80a-17,
80a-20, and 80a-29); provided, however that in no event shall any
submissions under Section 6(c), 8(f), or 17(g) of the Act (15 U.S.C.
80a-6(c), 80a-8(f), or 80a-17(g)) or documents related to applications
for exemptive relief under any section of the Act, be made in
electronic format; and
* * * * *
(b) Permitted electronic submissions. * * *
(1) * * *
(2) Notices of exempt solicitation furnished for the information of
the Commission pursuant to Rule 14a-6(g) (Sec. 240.14a-6(g) of this
chapter) and notices of exempt preliminary roll-up communications
furnished for the information of the Commission pursuant to Rule 14a-
6(n) (Sec. 240.14a-6(n) of this chapter);
(3) * * *
(4) Forms 3, 4 and 5 (Secs. 249.103, 249.104 and 249.105 of this
chapter);
(5) Form 144 (Sec. 239.144 of this chapter), where the issuer of
the securities is subject to the reporting requirements of Section 13
or 15(d) of the Exchange Act (15 U.S.C. 78m or 78o(d), respectively);
(6) Periodic reports and reports with respect to issuances of
primary obligations filed by the International Bank for Reconstruction
and Development pursuant to Section 15(a) of the Bretton Woods
Agreements Act [22 U.S.C. 286k-1(a)] and Part 285 of Title 17 of the
Code of Federal Regulations;
* * * * *
(c) Documents to be submitted in paper only. * * *
* * * * *
(8) Filings related to offerings exempt from registration under the
Securities Act of 1933, including filings made pursuant to Regulation A
(Secs. 230.251-230.264 of this chapter), Regulation B (Secs. 230.300-
230.346 of this chapter), Regulation D (Secs. 230.501-508 of this
chapter) Regulation E (Secs. 230.601-230.610a of this chapter) and
Regulation F (Secs. 230.651-230.656 of this chapter), as well as
filings on Form 144 (Sec. 239.144 of this chapter) where the issuer of
the securities is not subject to the reporting requirements of Section
13 or 15(d) of the Exchange Act (15 U.S.C. 78m or 78o(d),
respectively);
* * * * *
(13) Submissions under Sections 6(c), 8(f), 17(g), and 33 of the
Investment Company Act (15 U.S.C. 80a-6(c), 80a-8(f), 80a-17(g), and
80a-32) and documents related to applications for exemptive relief
under any section of the Act;
* * * * *
3. Section 232.301 is revised to read as follows:
Sec. 232.301 EDGAR Filer Manual.
Electronic filings shall be prepared in the manner prescribed by
the EDGAR Filer Manual, promulgated by the Commission, which sets out
the technical formatting requirements for electronic submissions. The
December 1995 edition of the EDGAR Filer Manual: Guide for Electronic
Filing with the U.S. Securities and Exchange Commission (Release 4.40)
is incorporated into the Code of Federal Regulations by reference,
which action was approved by the Director of the Federal Register in
accordance with 5 U.S.C. 552(a) and 1 CFR Part 51. Compliance with the
requirements found therein is essential to the timely receipt and
acceptance of documents filed with or otherwise submitted to the
Commission in electronic format. Paper copies of the EDGAR Filer Manual
may be obtained at the following address: Public Reference Room, U.S.
Securities and Exchange Commission, Mail Stop 1-2, 450 5th Street, NW.,
Washington, DC 20549. They also may be obtained from Disclosure
Incorporated by calling (800) 638-8241. Electronic format copies are
available through the EDGAR electronic bulletin board. Information on
becoming an EDGAR E-mail/electronic bulletin board subscriber is
available by contacting CompuServe Inc. at (800) 848-8199.
Dated: November 13, 1995.
By the Commission.
Margaret H. McFarland,
Deputy Secretary.
[FR Doc. 95-28413 Filed 11-16-95; 8:45 am]
BILLING CODE 8010-01-P
