29104 Federal Register / Vol. 63, No. 102 /Thursday, May 28, 1998 /Rules and Regulations

Aviation Administration, Docket No.

97–ANM–20, 1601 Lind Avenue S.W.,

Renton, Washington, 98055–4056;

telephone number: (425) 227–2527.

SUPPLEMENTARY INFORMATION

History

On February 25, 1998, the FAA

proposed to amend Title 14, Code of

Federal Regulation, part 71 (14 CFR part

71) by removing the Coppertown, MT,

airspace area and revising the

Livingston, MT, and Butte, MT, Class E

airspace areas (63 FR 9462). This

revision provides the additional

airspace necessary to encompass a GPS

SIAP for the Mission Field Airport,

Livingston, MT. This action also

corrects two errors discovered in the

proposal. A spelling error and an

incorrect airport name listed in the legal

description are corrected herein.

Interested parties were invited to

participate in the rulemaking

proceeding by submitting written

comments on the proposal. No

comments were received.

The coordinates for this airspace

docket are based on North American

Datum 83. Class E airspace areas

extending upward from 700 feet or more

above the surface of the earth are

published in Paragraph 6005 of FAA

Order 7400.9E, dated September 10,

1997, and effective September 16, 1997,

which is incorporated by reference in 14

CFR 71.1. The Class airspace

designation listed in this document will

be published subsequently in the Order.

The Rule

This amendment to 14 CFR part 71

modifies Class E airspace at Livingston,

MT, and Butte, MT, while also removing

Class E airspace at Coppertown, MT.

This action combines the Coppertown,

MT, Class E airspace area with the

existing Butte, MT, Class E airspace

area. This combined airspace is now

designated the Butte, MT, Class E

airspace area. The incorrectly named

Coppertown, MT, airspace does not

serve an airport, has no associated town,

and is solely a navigational aid located

close to Butte, MT. This amendment

also provides the additional airspace

necessary to fully encompass the GPS–

A SIAP to the Mission Field Airport,

Livingston, MT. Additionally, this rule

revises the common airspace boundaries

where Livingston, MT, and Butte, MT,

airspace areas meet in order to better

distribute the airspace serving the

respective airports and to provide for

easier cartography. The intended effect

of this rule is designed to provide safe

and efficient use of the navigable

airspace and to promote safe flight

operations under Instrument Flight Rule

(IFR) at the Mission Field Airport and

between the terminal and en route

transition stages.

The FAA has determined that this

regulation only involves an established

body of technical regulations for which

frequent and routine amendments are

necessary to keep them operationally

current. It, therefore, (1) is not a

‘‘significant regulatory action’’ under

Executive Order 12866; (2) is not a

‘‘significant rule’’ under DOT

Regulatory Policies and Procedures (44

FR 11034; February 26, 1979); and (3)

does not warrant preparation of a

Regulatory Evaluation as the anticipated

impact is so minimal. Since this is a

routine matter that will only affect air

traffic procedures and air navigation, it

is certified that this rule will not have

a significant economic impact on a

substantial number of small entities

under the criteria of the Regulatory

Flexibility Act.

List of Subjects in 14 CFR Part 71

Airspace, Incorporation by reference,

Navigation (air).

Adoption of the Amendment

In consideration of the foregoing, the

Federal Aviation Administration

amends 14 CFR part 71 as follows:

PART 71—DESIGNATION OF CLASS A,

CLASS B, CLASS C, CLASS D, AND

CLASS E AIRSPACE AREAS;

AIRWAYS; ROUTES; AND REPORTING

POINTS

1. The authority citation for 14 CFR

part 71 continues to read as follows:

Authority: 49 U.S.C. 106(g), 40103, 40113,

40120; E.O. 10854, 24 FR 9565, 3 CFR 1959–

1963 Comp., p. 389.

§ 71.1 [Amended]

2. The incorporation by reference in

14 CFR 71.1 of the Federal Aviation

Administration Order 7400.9E, Airspace

Designations and Reporting Points,

dated September 10, 1997, and effective

September 16, 1997, is amended as

follows:

Paragraph 6005 Class E airspace areas

extending upward from 700 feet or more

above the surface of the earth.

* * * * *

ANM MT E5 Coppertown, MT [Removed]

* * * * *

ANM MT E5 Butte, MT [Revised]

Bert Mooney Airport, Butte, MT

(Lat. 45°57′17′′ N, long. 112°29′51′′ W)

That airspace extending upward from 700

feet above the surface bounded by a line

beginning at lat 46°20′30′′N, long

112°48′33′′W; to lat 46°10′30′′N, long.

113°07′03′′W; to lat 45°57′05′′N, long.

112°47′43′′W; to lat. 45°51′20′′N, long.

112°27′33′′W; to lat. 46°03′20′′N, long.

112°20′03′′W; to lat. 46°18′30′′N, long.

112°30′33′′W; thence to point of beginning;

that airspace extending upward from 1,200

feet above the surface bounded by a line

beginning at lat. 45°35′00′′N, long

113°05′00′′W; to lat. 46°37′00′′N, long.

113°05′00′′W; to lat 46°37′00′′N, long.

112°26′00′′W; to lat. 46°16′00′′N, long.

112°00′00′′W; to lat. 45°35′00′′N, long.

112°00′00′′W; thence to point of beginning;

excluding that airspace within Federal

airways, and the Helena, MT, the Dillon, MT,

and the Missoula, MT, Class E airspace areas.

* * * * *

ANM MT E5 Livingston, MT [Revised]

Mission Field, Livingston, MT

(Lat. 45°41′58′′N, long 110°26′54′′W

That airspace extending upward from 700

feet above the surface within a 4.2-mile

radius of the Mission Field Airport, and that

airspace bounded by a line beginning at Lat.

45°40′30′′N, long 110°15′20′′W; to lat.

45°47′30′′N, long. 110°15′30′′W; to lat

45°47′30′′N, long. 110°23′00′′W; to lat.

46°02′20′′N, long. 110°31′00′′W; to lat.

45°58′00′′N, long. 110°47′15′′W; to lat.

45°38′45′′N, long. 110°37′00′′W; thence to

point of beginning and that airspace

extending upward from 1,200 feet above the

surface within an area bounded by a line

beginning at lat. 46°16′00′′N, long

112°00′00′′W; to lat. 46°37′00′′N, long.

111°30′00′′W; to lat 46°37′00′′N, long.

110°43′00′′W; to lat. 46°00′00′′N, long.

112°29′00′′W; to lat. 46°00′00′′N, long.

109°30′00′′W; to lat. 45°30′00′′N, long.

109°30′00′′W; to lat. 45°30′00′′N, long.

112°00′00′′W; thence to point of beginning;

excluding that airspace within Federal

airways, the Helena, MT, and the Billings,

MT, Class E airspace areas.

* * * * *

Issued in Seattle, Washington, on May 5,

1998.

Joe E. Gingles,

Acting Assistant Manager, Air Traffic

Division, Northwest Mountain Region.

[FR Doc. 98–14169 Filed 5–27–98; 8:45 am]

BILLING CODE 4910–13–M

SECURITIES AND EXCHANGE

COMMISSION

17 CFR Part 232

[Release Nos. 33–7539; 34–40003; 35–

26876; 39–2363; IC–23191]

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
Federal Register / Vol. 63, No. 102 /Thursday, May 28, 1998 /Rules and Regulations 29105

1The Filer Manual originally was adopted on

April 1, 1993, and became effective on April 26,

1993. Release No. 33–6986 (Apr. 1, 1993) [58 FR

18638]. The most recent update to the Filer Manual

was implemented on January 26, 1998. See Release

No. 33–7495 (Jan. 20, 1998) [63 FR 3462].

2See Rule 301 of Regulation S–T (17 CFR

232.310).

3See Release Nos. 33–6977 (Feb. 23, 1998) [58 FR

14628], IC–19284 (Feb. 23, 1993) [58 FR 14848], 35–

25746 (Feb. 23, 1993) [58 FR 14999], and 33–6980

(Feb. 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 (Dec. 19, 1994) [59 FR 67752],

in which the Commission made the EDGAR rules

final and applicable to all domestic registrants,

Release No. 33–7427 (July 1, 1997) [62 FR 36450],

adopting the most recent minor amendments to the

EDGAR rules; and Release No. 33–7472 (Oct. 24,

1997) [62 FR 58647], in which the Commission

announced that, as of January 1, 1998, it would not

accept paper filings required to be filed

electronically.

4See Rule 498 [17 CFR 230.498] under the

Securities Act of 1933 (‘‘Securities Act’’) [15 U.S.C.

77a et seq.].

5 17 CFR 230.497.

6 5 U.S.C. 601–612.

7 5 U.S.C. 553(b).

8 15 U.S.C. 77f, 77g, 77h, 77j and 77s(a).

9 15 U.S.C. 78c, 78l, 78m, 78n, 78o, 78w and 78ll

10 15 U.S.C. 79t.

11 15 U.S.C. 77sss.

12 15 U.S.C. 80a–8, 80a–29, 80a–30 and 80a–37.

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 June 1, 1998. The new

edition of the EDGAR Filer Manual

(Release 5.50) will be effective on June

1, 1998. The incorporation by reference

of the EDGAR Filer Manual is approved

by the Director of the Federal Register

as of June 1, 1998.

FOR FURTHER INFORMATION CONTACT:

In the Office of Information Technology,

Michael E. Bartell; at (202) 942–8800;

for questions concerning investment

company filings, Ruth Armfield

Sanders, Senior Counsel, Division of

Investment Management, at (202) 942–

0633; and for questions concerning

Corporation Finance company filings,

Margaret R. Black at (202) 942–2933.

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 edition of the EDGAR System

and the Filer Manual (Release 5.50), the

following four EDGAR submission form

types have been added for filing of

profiles for certain open-end

management investment companies 4

pursuant to Rule 497 under the

Securities Act.5 497K1, 497K2, 497K3A

and 497K3B. Also, form type N–14MEF

has been added for the filing of Forms

N–14 pursuant to the Securities Act

Rule 462(b).

In addition, Release 5.50 of

EDGARLink no longer supports 1200

baud filing transmission rates, a

transmission speed that was not being

used by filers. Also, the number of

exhibits allowed in one submission has

been increased from 99 to 500; if more

than 500 exhibits are attached to a

single submission, the submission will

not be accepted. The readme.doc file

has been updated with the description

of all 5.50 changes.

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 1, 1998.

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, NW., Washington, DC 20549.

Electronic format copies will be

available on the EDGAR electronic

bulletin board and posted to the SEC’s

Web Site. The SEC’s Web Site address

for the Manual is http://www.sec.gov/

asec/ofis/filerman.htm. 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.6 It follows that the

requirements of the Regulatory

Flexibility Act 7 do not apply.

The effective date for the updated

Filer Manual and the rule amendments

is June 1, 1998. 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 5.50 on May 30, 1998. 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,8

Sections 3, 12, 13, 14, 15, 23, and 35A

of the Securities Exchange Act of 1934,9

Section 20 of the Public Utility Holding

Company Act of 1935,10 Section 319 of

the Trust Indenture Act of 1939,11 and

Sections 8, 30, 31, and 38 of the

Investment Company Act.12

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)m, 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 1998

edition of the EDGAR Filer Manual:

Guide for Electronic Filing with the U.S.

Securities and Exchange Commission

(Release 5.50) 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
29106 Federal Register / Vol. 63, No. 102 /Thursday, May 28, 1998 /Rules and Regulations

1 17 CFR 240.14a–8.

2 17 CFR 240.14a–4.

3 17 CFR 240.14a–5.

4 15 U.S.C. 78a et seq.

5See our Proposing Release, Exchange Act

Release No. 29093 (Sept. 18, 1997) [62 Fed. Reg.

50682].

6The comment letters are available for inspection

and copying in the Commission’s Public Reference

Room in file number S7–25–97. Comments that

were submitted electronically are available on the

Commission’s website (www.sec.gov).

7See, e.g., Comment Letters From Teachers

Insurance and Annuity Assoc./College Retirement

Equities Fund, Nov. 19, 1997 (‘‘TIAA–CREF

Letter’’); California Public Employees’ Retirement

System, Nov. 10, 1997 (‘‘CALPERS Letter’’);

American Society of Corporate Secretaries, Dec. 8,

1997 (‘‘ASCS Letter’’); the Business Roundtable,

Dec. 9, 1997 (‘‘BRT Letter’’); Barclays Global

Investors, Dec. 4, 1997; Georgeson & Company Inc.,

Dec. 31, 1997 (‘‘Georgeson Letter’’).

8See, e.g., New York City Employees Retirement

System, Nov. 5, 1997 (‘‘NYCERS Letter’’); Interfaith

Center on Corporate Responsibility, Dec. 23, 1997

(‘‘ICCR Letter’’); American Bar Ass’n, Dec. 23, 1997

(‘‘ABA Letter’’); Labor Policy Ass’n, Nov. 17, 1997

(‘‘LPA Letter’’).

9See paragraph (12) under Question 9, formerly

rule 14a–8(c)(12) [17 CFR 240.14a–8(c)(12)].

10Paragraph (5) under Question 9, former rule

14a–8(c)(5)[17 CFR 240.14a–8(c)(5)].

11Paragraph (4) under Question 9, former rule

14a–8(c)(4)[17 CFR 240.14a–8(c)(4)].

12The mechanism had been included in

Paragraph 10 of rule 14a–8 as proposed to be

amended. See Proposing Release.

13Unless specifically indicated otherwise, none

of these revisions are intended to signal a change

in our current interpretations.

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 and posted to the SEC’s

Web Site. The SEC’s Web site address

for the Manual is http://www.sec.gov/

asec/ofis/filerman.htm. Information on

becoming an EDGAR E-mail/electronic

bulletin board subscriber is available by

contacting CompuServe Inc. at (800)

576–4247.

Dated: May 19, 1998.

By the commission.

Margaret H. McFarland,

Deputy Secretary.

[FR Doc. 98–13876 Filed 5–27–98; 8:45 am]

BILLING CODE 8010–01–U

SECURITIES AND EXCHANGE

COMMISSION

17 CFR Part 240

[Release No. 34–40018; IC–23200; File No.

S7–25–97]

RIN 3235–AH20

Amendments To Rules On Shareholder

Proposals

AGENCY: Securities and Exchange

Commission.

ACTION: Final Rule.

SUMMARY: The Securities and Exchange

Commission (‘‘we’’ or ‘‘Commission’’) is

adopting amendments to its rules on

shareholder proposals. The amendments

recast rule 14a–8 into a Question &

Answer Format that both shareholders

and companies should find easier to

follow, and make other modifications to

existing interpretations of the rule. We

are also amending rule 14a–4 to provide

clearer ground rules for companies’

exercise of discretionary voting

authority, and making related

amendments to rule 14a–5.

EFFECTIVE DATE: The amendments are

effective June 29, 1998.

FOR FURTHER INFORMATION CONTACT:

Frank G. Zarb, Jr., of Sanjay M.

Shirodkar, Division of Corporation

Finance, (202) 942–2900, or Doretha M.

VanSlyke, Division of Investment

Management, at (202) 942–0721,

Securities and Exchange Commission,

450 Fifth Street, N.W., Washington, D.C.

20549.

SUPPLEMENTARY INFORMATION: The

Commission is adopting amendments to

rules 14a–8,1 14a–4,2 and 14a–5 3 under

the Securities Exchange Act of 1934 (the

‘‘Exchange Act’’).4

I. Executive Summary

With modifications, we are adopting

some of the amendments to our rules on

shareholder proposals that we initially

proposed on September 18, 1997.5 As

explained more fully in this release, we

modified our original proposals based

on our consideration of the more than

2,000 comment letters we received from

the public.6

Our proposed changes evoked

considerable public controversy, as have

our earlier efforts to reform these rules.

Some shareholders and companies

expressed overall support for our

proposals.7 Certain of our proposals,

however, were viewed as especially

controversial, and generated strong

comments in favor, as well as heavy

opposition.8

The amendments adopted today:

• Recast rule 14a–8 into a Question &

Answer format that is easier to read;

• Reverse the Cracker Barrel noaction letter on employment-related

proposals raising social policy issues;

• Adopt other less significant

amendments to rule 14a–8; and

• Amend rule 14a–4 to provide

shareholders and companies with

clearer guidance on companies’ exercise

of discretionary voting authority.

These reforms, in our view, will help

to improve the operation of the rules

governing shareholder proposals and

will address some of he concerns raised

by shareholders and companies over the

last several years on the operation of the

proxy process.

We have decided not to adopt other

elements of our original proposals, due

in part to strong concerns expressed by

commenters. We are not adopting our

original proposals to increase the

percentage of the vote a proposal needs

before it can be resubmitted in future

years; 9 to streamline the exclusion for

matters considered irrelevant to

corporate business;10 or to modify our

administration of the rule that permits

companies to exclude proposals that

further personal grievances or special

interests.11 We are also not adopting the

proposed ‘‘override’’ mechanism that

would have permitted 3% of the

shareownership to override a company’s

decision to exclude proposals under

certain of the bases for exclusion set

forth under Question 9 of amended rule

14a–8.12

Some of the proposals we are not

adopting share a common theme: to

reduce the Commission’s and its staff’s

role in the process and to provide

shareholders and companies with a

greater opportunity to decide for

themselves which proposals are

sufficiently important and relevant to

the company’s business to justify

inclusion in its proxy materials.

However, a number of commenters

resisted the idea of significantly

decreasing the role of the Commission

and its staff as informal arbiters through

the administration of the no-action letter

process. Consistent with these views,

commenters were equally unsupportive

of fundamental alternatives to the

existing rule and process that, in

different degrees, would have decreased

the Commission’s overall participation.

While we have tried to provide the

most fair, predictable, and efficient

system possible, these rules, even as

amended, will continue to require us to

make difficult judgments about

interpretations of proposals, the motives

of those submitting them, and the

policies to which they relate. We will

continue to explore ways to improve the

process as opportunities present

themselves.

II. Plain-English Question & Answer

Format

We had proposed to recast rule 14a–

8 into a more plain-English Question &

Answer format.13 We are adopting that

proposal, and the amended rule will be