Adoption of Updated EDGAR Filer Manual

SECURITIES AND EXCHANGE COMMISSION

17 CFR Part 232

[Release Nos. 33-7394; 34-38319; 35-26672; 39-2346; IC-22522] RIN 3235-AG96

Adoption of Updated EDGAR Filer Manual

AGENCY: Securities and Exchange Commission.

ACTION: Final rules.

SUMMARY: The Commission is adopting an updated edition of the EDGAR Filer Manual and is providing for its incorporation by reference into the Code of Federal Regulations.

EFFECTIVE DATE: The amendment to 17 CFR Part 232 (Regulation S-T) will be effective on March 10, 1997. The new edition of the EDGAR Filer Manual (Release 5.20) will be effective on March 10, 1997. The incorporation by reference of the EDGAR Filer Manual is approved by the Director of the Federal Register as of March 10, 1997.

FOR FURTHER INFORMATION CONTACT: In the Office of Information Technology, David T. Copenhafer at (202) 942-8800; for questions concerning investment company filings, Ruth Armfield Sanders, Senior Counsel, Division of Investment Management, at (202) 942-0591; and for questions with respect to documents subject to review by the Division of Corporation Finance, Margaret R. Black at (202) 942-2940.

SUPPLEMENTARY INFORMATION: 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.1 Compliance with the provisions of the Filer Manual is required in order to assure the timely acceptance and processing of filings made in electronic format. Filers should consult the Filer Manual in conjunction with the Commission's rules governing mandated electronic filing when preparing documents for electronic submission.2

[1] 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). The most recent update to the Filer Manual was adopted in Release No. 33-7351 (October 2, 1996) [61 FR 52283], and became effective on October 7, 1996.

[2] 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. 33-7122 (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; Release No. 33-7351, in which the Commission adopted the most recent update to the Filer Manual; and Release No. 33-7369 (December 5, 1996) (61 FR 65440), in which the Commission proposed additional minor technical amendments to the EDGAR rules.

In this update, several submission types have been added to accommodate electronic submission of certain investment company filings. Specifically, new EDGAR submission types “40-17F1” and “40-17F2” have been added to accommodate the filing of Forms N-17F-1 3 and N-17F-2; 4 submission type “N-23C-2,” to accommodate filings under Rule 23c-2(b); 5 and submission types “N-23C3A,” “N-23C3B,” and “N-23C3C,” to accommodate the filing of Form N-23C-3,6 pursuant to Rule 23c-3.7

[3] 17 CFR 274.21 (certificate of accounting of securities and similar investments in the custody of management investment companies filed pursuant to Rule 17f-1).

[4] 17 CFR 274.220 (certificate of accounting of securities and similar investments in the custody of management investment companies filed pursuant to Rule 7f-2).

[5] 17 CFR 240.23c-2(b) (notice by closed-end investment companies of intention to call or redeem their own securities).

[6] 17 CFR 274.221 (notification of periodic repurchase offer).

[7] 17 CFR 240.23c-3. Submission type “N-23C3A” is to be used for filings made pursuant to Rule 23c-3(a) only; “N-23C3B,” Rule 23c-3(b) only; and “N-23C3C,” Rule 23c-3(a) and (b).

With respect to documents subject to review by the Division of Corporation Finance, two additional submission types have been added to accommodate more completely the electronic submission of filings made pursuant to Rule 462(b) 8 under the Securities Act of 1933.9

[8] 17 CFR 230.462(b).

[9] 15 U.S.C. 77a et seq. The new submission types are: S-4MEF (for use in connection with registration statements filed on Form S-4 (17 CFR 239.25) and F-4MEF (for use in connection with registration statements on Form F-4 (17 CFR 239.34). All other submission types used for Rule 462(b) filings were added to the EDGAR system in November 1995. See Release No. 33-7241 (November 13, 1995) (60 FR 57682).

Rule 301 of Regulation S-T also is being amended to provide for the incorporation by reference 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. The revised Filer Manual and the amendment to Rule 301 will be effective on March 10, 1997.

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.

Since the Filer Manual relates solely to agency procedure or practice, publication for notice and comment is not required under the Administrative Procedure Act.10 It follows that the requirements of the Regulatory Flexibility Act 11 do not apply.

[10]5 U.S.C. 553(b)

[11]5 U.S.C. 601-612.

The effective date for the updated Filer Manual and the rule amendment is March 10, 1997. 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 5.20 on March 8, 1997. 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.

Statutory Basis

The amendment to Regulation S-T is being adopted under Sections 6, 7, 8, 10, and 19(a) of the Securities Act of 1933,12 Sections 3, 12, 13, 14, 15, 23, and 35A of the Securities Exchange Act of 1934,13 Section 20 of the Public Utility Holding Company Act of 1935,14 Section 319 of the Trust Indenture Act of 1939,15 and Sections 8, 30, 31, and 38 of the Investment Company Act.16

[12] 15 U.S.C. 77f, 77g, 77h, 77j and 77s(a).

[13] 15 U.S.C. 78c, 78l, 78m, 78n, 78o, 78w and 78ll.

[14] 15 U.S.C. 79t.

[15] 15 U.S.C. 77sss.

[16] 15 U.S.C. 80a-8, 80a-29, 80a-30 and 80a-37.

List of Subjects in 17 CFR Part 232

Incorporation by reference; Investment companies; Registration requirements; Reporting and recordkeeping requirements; Securities.

Text of the Amendment

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 232.301 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 March 1997 edition of the EDGAR Filer Manual: Guide for Electronic Filing with the U.S. Securities and Exchange Commission (Release 5.20) 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, N.W., Washington, D.C. 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: February 21, 1997.

By the Commission. Jonathan G. Katz, Secretary.

[FR Doc. 97-4797 Filed 2-26-97; 8:45 am]

BILLING CODE 8010-01-P