[Federal Register Volume 60, Number 101 (Thursday, May 25, 1995)]
[Rules and Regulations]
[Pages 27691-27692]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 95-12846]



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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.

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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.<SUP>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.<SUP>2 Filers should consult the Filer Manual in conjunction 
with the Commission's rules governing mandated electronic filing when 
preparing documents for electronic submission.<SUP>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.<SUP>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.

    \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]. 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.
    \2\ See Rule 301 of Regulation S-T (17 CFR 232.301).
    \3\ 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), in which the Commission made the EDGAR rules 
final and applicable to all domestic registrants and adopted minor 
amendments to the EDGAR rules.
    \4\ Securities 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.
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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.
    Since the Filer Manual relates solely to agency procedure or 
practice, publication for notice and comment is not required under the 
Administrative Procedure Act.<SUP>5 It follows that the requirements of 
the Regulatory Flexibility Act <SUP>6 do not apply.

    \5\ 5 U.S.C. 553(b).
    \6\ 5 U.S.C. 601-612.
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    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,<SUP>7 
[[Page 27692]] Sections 3, 12, 13, 14, 15, 23, and 35A of the 
Securities Exchange Act of 1934,<SUP>8 Section 20 of the Public Utility 
Holding Company Act of 1935,<SUP>9 Section 319 of the Trust Indenture 
Act of 1939,<SUP>10 and Sections 8, 30, 31, and 38 of the Investment 
Company Act of 1940.<SUP>11

    \7\ 15 U.S.C. 77f, 77g, 77h, 77j and 77s(a).
    \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.
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 
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