Adoption of Updated EDGAR Filer Manual

1The 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 were adopted in July and September of 1994, and January of 1995. Release No. 33–7073 (July 8, 1994) [59 FR 36262], Release No. 33–7094 [59 FR 49572] and Release No. 33–7123 [59 FR 68068], respectively. 2See Rule 301 of Regulation S-T (17 CFR 232.301). 3See 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), in which the Commission made the EDGAR rules final and applicable to all domestic registrants and adopted minor amendments to the EDGAR rules. 4Securities Act Release No. 7168 (May 11, 1995) [60 FR 26604]. Additional programming related to this rulemaking will be completed at a later date. Notice will be provided in the SEC News Digest and the Federal Register, and on the EDGAR Bulletin Board. 5 5 U.S.C. 553(b). 6 5 U.S.C. 601–612. 7 15 U.S.C. 77f, 77g, 77h, 77j and 77s(a). SECURITIES AND EXCHANGE COMMISSION 17 CFR Part 232 [Release Nos. 33–7169; 34–35749; 35– 26294; 39–2331; IC–21085] RIN 3235–AG10 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 DATES: The amendment to Regulation S-T will be effective on June 7, 1995. The new edition of the EDGAR Filer Manual (Release 4.30) will be effective on June 7, 1995. The incorporation by reference of the EDGAR Filer Manual is approved by the Director of the Federal Register as of June 7, 1995. FOR FURTHER INFORMATION CONTACT: 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 at (202) 942–0591 or Ruth Armfield Sanders at (202) 942–0633. 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.2 Filers should consult the Filer Manual in conjunction with the Commission’s rules governing mandated electronic filing when preparing documents for electronic submission.3 In this update, new form types have been added in order to implement solutions to prospectus delivery issues arising in connection with the change to T+3 securities transaction
settlement.4 The updated manual also contains some minor additional changes to reflect improvements requested by the filer community and SEC staff, such as the extension of the length of time that temporary passwords remain active. 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 June 7, 1995. 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.5 It follows that the requirements of the Regulatory Flexibility Act 6 do not apply. The changes in the Filer Manual are effective June 7, 1995, in accordance with the Administrative Procedure Act, which allows for effectiveness in less than 30 days after publication, if, inter alia, ‘‘otherwise provided by the agency for good cause found and published with the rule.’’ 5 U.S.C 553(d)(3). The Commission finds that there is good cause for the updated Filer Manual to become effective on June 7, 1995 since the changes are designed to allow market participants to comply with the T+3 settlement cycle. The Commission adopted final rules to facilitate prospectus delivery within the T+3 settlement cycle. See Release No. 33– 7168 (May 11, 1995). Those rules, as well as overall implementation of T+3 settlement, will become effective on June 7, 1995. The changes made by the updated Filer Manual are designed to permit electronic filing of the appropriate forms consistent with Release No. 33–7168 (May 11, 1995). Therefore, it is appropriate to make the updated Filer Manual effective on the same date as the newly adopted rules. Moreover, effectiveness of the new rules and the new Filer Manual on the same date will ensure that potential market disruption relating to prospectus delivery would be avoided. 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 1933,7

27692 Federal Register / Vol. 60, No. 101 / Thursday, May 25, 1995 / Rules and Regulations 8 15 U.S.C. 78c, 78l, 78m, 78n, 78o, 78w and 78ll. 9 15 U.S.C. 79t. 10 15 U.S.C. 77sss. 11 15 U.S.C. 80a–8, 80a–29, 80a–30 and 80a–37. Sections 3, 12, 13, 14, 15, 23, and 35A of the Securities Exchange Act of 1934,8
Section 20 of the Public Utility Holding
Company Act of 1935,9 Section 319 of the Trust Indenture Act of 1939,10 and Sections 8, 30, 31, and 38 of the Investment Company Act of 1940.11 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:
   § 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 June 1995 edition of the EDGAR Filer Manual:
   Guide for Electronic Filing with the U.S. Securities and Exchange Commission (Release 4.30) 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: May 22, 1995. By the Commission. Jonathan G. Katz, Secretary. [FR Doc. 95–12846 Filed 5–23–95; 10:35 am] BILLING CODE 8010–01–P