Release No. 33-7122

Release No. 34-35113

Release No. 35-26191

Release No. 39-2326

Release No. IC-20783

Fed. Reg. Dec. 30, 1994

Rulemaking for EDGAR System

ACTION: Final rules.

SUMMARY: In order to fully implement the Electronic Data Gathering,  Analysis, and Retrieval (''EDGAR'') system, the Securities and Exchange  Commission (''Commission'') is making final its interim rules governing  mandated electronic filing. These rules will become applicable to all  domestic registrants, and third party filers who file with respect to  those registrants, as they are phased in pursuant to a modified phase- in schedule. The Commission also is adopting certain technical and  clarifying amendments to the EDGAR rules.

EFFECTIVE DATE: The EDGAR interim rules are made final as amended in  this document, effective January 30, 1995.

FOR FURTHER INFORMATION CONTACT: In the Division of Corporation  Finance, Barbara C. Jacobs, James R. Budge or Joseph P. Babits, Office  of Disclosure Policy at (202) 942-2910 (for issues involving the EDGAR  rules) and Sylvia J. Reis or Serena C. Swegle, CF EDGAR Policy, at  (202) 942-2940 (for EDGAR questions generally). In the Division of  Investment Management, Anthony A. Vertuno or Ruth Armfield Sanders,  EDGAR IM Project, at (202) 942-0591 (for Division of Investment  Management filings) or Richard T. Miller, Office of Public Utility  Regulation, at (202) 942-0545 (for filings under the Public Utility  Holding Company Act of 1935).

SUPPLEMENTARY INFORMATION: The Commission today is making final the  interim rules governing the submission of documents filed via the EDGAR  system, effective January 30, 1995, which will be made applicable to  all domestic registrants and parties making filings with respect to  those registrants (''third party filers'') in accordance with an  updated phase-in schedule. This action is being taken to fully  implement mandated electronic filing in light of the experience of the  staff since the interim rules implementing the EDGAR system were  adopted in February 1993.¹ The Commission also is adopting minor and  technical amendments, as proposed in July 1994,² to the electronic  filing provisions in Regulation S-B,³ Regulation S-K,⁴ the Rules  and Regulations⁵ under the Securities Act of 1933 (''Securities  Act''),⁶ Regulation PS-T,⁷ the Forms under the Securities Act,⁸  the Rules, Regulations and Schedules⁹ under the Securities Exchange  Act of 1934 (''Exchange Act''),¹⁰ the Forms under the Exchange  Act,¹¹ the Rules¹² and Forms¹³ under the Public Utility Holding  Company Act of 1935 (''Public Utility Act''),¹⁴ and the Rules¹⁵  under the Trust Indenture Act of 1939 (''Trust Indenture Act'').¹⁶

Table of Contents

I. Background

In 1987, Congress enacted Section 35A of the Exchange Act, which  requires the Commission to certify to the Congress that it will not  adopt any rule requiring electronic filing by all registrants until  mandatory electronic filings from a significant test group of  registrants have been received and reviewed by the Commission for a  period of at least six months.¹⁷ The Commission so certified in a  letter to the House Committee on Government Operations dated December  27, 1988. Following the conclusion of a successful voluntary pilot  electronic filing program,¹⁸ in February 1993, the Commission adopted  interim rules governing mandated electronic filing to begin  implementation of the operational EDGAR system¹⁹ Those rules consist  of Regulation S-T, the regulatory cornerstone of the Commission's  electronic filing framework, and a number of related provisions in the  Commission's rules, schedules and forms.

On April 26, 1993, the date the interim rules became effective,²⁰  the first of the participants in the Congressionally-mandated  significant test group became subject to mandated electronic filing.  Additional participants were phased in until December 1993, when the  significant test group, consisting of approximately 3,500 filers, was  complete.²¹ In keeping with the Commission's certification to  Congress, no additional registrants were phased in to mandated  electronic filing after that point, although a number of registrants  voluntarily became electronic filers since the formation of the  significant test group. Approximately 39,790 live filings and 23,335  test submissions were received by EDGAR during the six-month  significant test period (January 1 through June 30, 1994). As discussed  below, an evaluation of the significant test period was conducted in  order to determine whether the staff should recommend that the  Commission make the interim rules final and applicable to all  registrants, as planned, including those in the significant test group,  and proceed with the phase-in process.

II. Full Implementation of the EDGAR System

While Congress required the Commission only to certify that filings  from the significant test group would be received and reviewed for a  period of six months before mandating electronic filing for all  registrants, a comprehensive study of the significant test period  results was undertaken by the Office of Information Technology  (''OIT'') to form the basis of a recommendation to the Commission as to  whether implementation of EDGAR should proceed. In addition to the  information gathered internally, OIT sponsored a two-day EDGAR Filer  Conference in April 1994 devoted in large part to learning the public's  views on the success of the EDGAR system and discussing its future.  Comment on the system also was solicited in the Federal Register.²²

OIT has coordinated the evaluation of data and public comments and  prepared a report to the Commission that encompasses a broad spectrum  of issues.²³ The system's integrity, reliability, responsiveness,  stability, security, capacity and other criteria were evaluated. The  report indicates that each area of consideration satisfies or exceeds  the requirements necessary to mandate electronic filing by all domestic  registrants and third party filers. The system, including EDGARLink,  the filer assistance software, is accessible to a broad base of filers  at reasonable cost and can be enhanced to meet future needs of filers  and users of the information as they arise. Electronic filings made by  the significant test group have provided a suitable alternative to  paper filings both to the staff and other users, with filings  consistently being disseminated in the same form as submitted to the  Commission. Finally, the report concludes that provision of information  through the EDGAR system is at least as efficient and effective as in  the paper filing system; in the case of dissemination, the broadcast of  material information is greatly enhanced, with electronic filings being  made available nationwide, if not worldwide, in a matter of minutes.

Some interested parties have expressed the view that the EDGAR  system's current design is no longer state-of-the-art and that it  should be reconfigured before phase-in recommences to reflect the  newest available technologies that would allow for the preparation and  retrieval of filings that look more like traditional typeset paper  filings, including graphic and image material. The EDGAR project is,  and always will be, dynamic in character. Some modifications already  are under consideration and the Commission and staff will be vigilant  in the ongoing evaluation of the system to make it as accessible and  easy to use as possible. However, the staff reports that the current  design successfully achieves Congress' and the Commission's goal of  immediate electronic access to the vital information required to be  disclosed pursuant to the federal securities laws and regulations, and  that further costs and delays to overhaul a system that is currently  functioning well are not now warranted.

While not recommending the complete replacement of the EDGAR  design, some public commenters have voiced concerns about other  perceived weaknesses in the current system. Some argued that EDGARLink  is not as user-friendly as it should be, or that it should be available  for use with other types of system platforms or with networks. Others  asserted that the procedures for payment of filing fees to the lockbox  depository, while not technically an EDGAR issue, sometimes affects the  timeframe for acceptance of EDGAR filings. Some filers assert that too  much electronic tagging is required, while some disseminators advocate  the addition of more tagging. The report states that the most pressing  concerns have been given a high priority, and solutions have already  been implemented or are underway; future needs for enhancements and  design changes will be addressed in due course. Again, while these  concerns are taken seriously, they do not approach a level, either  individually or collectively, that merits further delay in fully  implementing the electronic filing program.

In view of the foregoing, and based on the recommendations of the  staff, the Commission announces that the interim EDGAR rules adopted in  February 1993, as amended, are hereby made final and applicable to all  domestic registrants and third parties filing with respect to those  registrants. Division of Corporation Finance and Investment Management  filers will be phased in in accordance with the phase-in schedule  attached as Appendix A. An updated comprehensive phase-in list of  Corporation Finance registrants also is provided as Appendix B,²⁴ and  a revised phase-in list for filers whose documents are processed by the  Division of Investment Management is included as Appendix C.²⁵ Phase- in will recommence with Groups CF-05 and IM-03, whose filings made on  or after January 30, 1995 will be required to be made electronically,  as governed by Regulation S-T.²⁶ Subsequent phase-in groups will  become subject to mandated electronic filing, as provided in the  revised phase-in schedules.²⁷ As is true with all rules promulgated  by the Commission, all persons making filings with the Commission,  including those making third-party filings with respect to electronic  registrants, are responsible for apprising themselves of their new  obligations associated with filing on the EDGAR system. While the staff  attempts to contact registrants in each phase-in group by furnishing a  copy of the EDGAR Filer Manual and EDGARLink software prior to phase- in, filers will not be relieved of their electronic filing obligations  in the absence of such notification.

As explained in Release No. 35-25746, public utility holding  companies are phased in for purposes of filing under the Public  Utility Act at the time they are phased in for filings made pursuant  to the Securities Act and the Exchange Act, which phase-in date is  governed by the Corporation Finance phase-in list. All subsidiary  companies are phased-in along with the holding company. Public  utility filers that do not file Securities Act or Exchange Act  filings and that are not part of a holding company system previously  phased in will begin electronic filing when the last group of  registrants is phased in.

Some funds have more than one adviser. A registrant is deemed to  have the same adviser as another fund with the same adviser except  in cases where the common adviser is only a sub-adviser of one of  the registrants. See paragraph (b)(3) of Rule 902 of Regulation S-T  [17 CFR 232.902(b)(3)].

In some cases, the assignment of an investment company based on  investment adviser may be inappropriate. For example, the sponsor of  a complex might form a ''private-label fund'' for the customers of a  specific financial institution. This fund may use the financial  institution as its investment adviser but have the same distributor  and administrator as other funds in the complex. In that case, the  registrant could request reassignment to the phase-in group that  includes most of the investment companies using the same distributor  or administrator. See n. 27, below.

III. Amendments to EDGAR Rules

The staff has gained substantial experience with the EDGAR system  and its implementing regulations since the first mandated filings were  made in April 1993, and determined that certain refinements to its  electronic filing rules would be desirable. Proposed amendments were  published for comment in July 1994.²⁸ The Commission received seven  comment letters with respect to the proposed changes.²⁹ With few  exceptions, to be addressed below in the context of specific rule  changes, the proposed amendments were well received by the commenters.  Consequently, the Commission has determined to adopt the amendments in  nearly all cases as proposed; modifications to accommodate commenters'  concerns will be identified below. Many of the amendments are minor  changes affecting substantive filing requirements (several of which  represent codifications of staff interpretations), or clarifying  language in the current requirements in an effort to enhance filers'  understanding of their electronic filing obligations. Others consist of  matters involving Commission procedures and practices as well as  technical corrections to the rules adopted previously. The specific  amendments are addressed below.

A. Changes to Regulation S-T

Regulation S-T, which controls the preparation and submission of  electronic filings to the Commission, is amended as described below.

Rule 12(b) of Regulation S-T. Regulation S-T is amended to  codify that electronic filers are permitted to submit filings on  diskette and magnetic tape to the Commission's Operations Center in  Alexandria, Virginia. Filers who file on diskette and magnetic tape may  prefer to send them directly to the Operations Center to expedite  acceptance processing of their submissions, since diskettes and tapes  sent to the Commission's headquarters must be forwarded to the  Operations Center for processing.

New Rule 13(d) of Regulation S-T. Exchange Act Rule 14a- 6(b) provides that definitive proxy statements may be ''filed with, or  mailed for filing to, the Commission not later than the date such  material is first sent or given to any security holder.''³⁰  Similar provisions are found in other Commission rules.³¹ Although  electronic filers could mail diskettes or magnetic tapes, those  choosing to file by direct transmission do not currently have this  option. Instead, they must file before or on the date the paper  counterpart is mailed to investors; such filing date must be a business  day of the Commission. Paper filers (or those using diskettes or  magnetic tape) have more flexibility, because not only can they satisfy  their filing obligations by putting copies in the mail to the  Commission at the time of distribution (thus allowing the actual filing  to occur after the distribution), they also can satisfy their filing  obligation by mailing on Saturday or Sunday, an option not available to  direct transmission filers. To place electronic filers on the same  footing with paper filers with respect to these filing requirements,  the Commission proposed that a new provision be added to Regulation S-T  allowing electronic filers to file their definitive proxy materials (or  other documents, as applicable) before or on the date the paper  distribution is made, or if the distribution does not occur on a  business day of the Commission, as soon as practicable on the next  business day. The change has been adopted as proposed.

Rule 101(a)(1)(i) of Regulation S-T. The Regulation S-T  list of mandated electronic submissions has been revised to  specifically include prospectuses filed under the Securities  Act.³²

Rule 101(a)(1)(iii) of Regulation S-T. The Regulation S-T  list of mandated electronic submissions has been revised to  specifically exclude Form 13F³³ from the list of mandated  electronic filings, consistent with other rule provisions and codifying  current staff interpretations.³⁴

New Rule 101(b)(3) of Regulation S-T. As proposed, all  employee benefit plans will be permitted to file their entire annual  report on Form 11-K³⁵ in paper or in electronic format.³⁶  Prior to this amendment, Regulation S-T required Forms 11-K to be filed  electronically,³⁷ but registrants were allowed to file any  financial statements and schedules prepared in accordance with the  financial reporting requirements of the Employee Retirement Income  Security Act of 1974 (''ERISA'')³⁸ in paper under cover of Form  SE.³⁹ Four commenters responded to the Commission's solicitation  of views on the treatment of Forms 11-K. All supported relief from  electronic presentation for at least a portion of the financial  information required in these reports. Two indicated that electronic  filing should be completely optional. Another supported optional  electronic filing at least for annual reports filed by ERISA plans. The  final commenter believed that Forms 11-K should continue to be filed  electronically, with the paper submission under cover of Form SE being  restricted. Because of the unique nature and purpose of reports on Form  11-K, together with the staff's experience in implementing the Form 11- K requirements involving Form SE, the rules are being adopted as  proposed.

New Rules 101(b)(4) and (5) of Regulation S-T. The  following filings will be explicitly included among those allowed to be  submitted in electronic format, consistent with other rule provisions  and current staff interpretations:

Reports on Form 13F, filed with the Commission by institutional  investment managers as required by Section 13(f)(1)⁴⁰ of, and Rule  13f-1⁴¹ under, the Exchange Act, on magnetic tape in the format  described in Form 13F-E;⁴² and

Exhibits to Form N-SAR⁴³ except that the Financial Data  Schedule required under Rule 483 under the Securities Act ⁴⁴ must  be filed in electronic format.⁴⁵

Rule 101(c) of Regulation S-T. The following filings will  be required to be filed in paper rather than electronically, codifying  current staff interpretations, as proposed:

Form F-6, for registration under the Securities Act of depositary  shares represented by American Depositary Receipts;⁴⁶

Annual reports filed with the Commission by indenture trustees  pursuant to the Trust Indenture Act;⁴⁷

Applications for an exemption from Exchange Act reporting  obligations filed pursuant to Section 12(h) of the Exchange Act;⁴⁸  and

Information relating to employee benefit plan transactions required  to be filed pursuant to Rule 16b-3(b)(2)(ii)⁴⁹ under Section 16 of  the Exchange Act.⁵⁰

Rule 101(c)(2) of Regulation S-T. The rules governing the  submission of supplemental information are being revised, as proposed,  to specify that such information should be furnished in paper only if  the submitter requests that the information be returned after staff  review and where the information is of the type typically returned by  the staff pursuant to Rule 418(b) of Regulation C or Rule 12b-4 of  Regulation 12B.⁵¹ This change does not affect the current  provision requiring that supplemental information submitted in  connection with a confidential treatment request be submitted in paper.

Rule 101(c)(3) of Regulation S-T. The provision exempting  shareholder proposal submissions from electronic filing has been  clarified to state that all correspondence relating to shareholder  proposals submitted to the staff pursuant to Exchange Act Rule 14a-8  ⁵² should be filed in paper.

Rule 101(c)(8) of Regulation S-T. A reference to the  Commission's regional offices has been amended to reflect current  nomenclature.

Rule 101(c)(10) of Regulation S-T. As proposed, the  exclusion from electronic filing afforded to promotional material and  sales literature has been expanded to include all such materials  supplementally furnished to the staff of the Division of Corporation  Finance. The exclusion previously had been limited to materials  submitted pursuant to Securities Act Industry Guide 5.⁵³ The  exclusion also has been expanded to specify the exclusion of sales  literature submitted under Rule 24b-2⁵⁴ of the Investment Company  Act of 1940 (''Investment Company Act''),⁵⁵ consistent with that  rule.⁵⁶

Rule 102(a) of Regulation S-T. Prior to the amendment  adopted today, Rule 102(a) of Regulation S-T stated that ''[e]xhibits  to an electronic filing that have been filed previously in paper may,  but shall not be required to be, restated in electronic format.''  ⁵⁷ That language has been clarified, as proposed, by stating that  exhibits incorporated by reference from filings previously made in  paper (either before becoming subject to mandated electronic filing  requirements or pursuant to a hardship exemption) may be, but are not  required to be, refiled in electronic format.⁵⁸

Rule 102(e) of Regulation S-T. Rule 102(e) of Regulation  S-T has been amended to clarify the requirement that, after a date  three years after its phase-in date, a registered investment company or  business development company may incorporate by reference only  documents filed electronically. Specifically, the amendments clarify  that the exemption in the rule for documents filed in paper pursuant to  a hardship exemption would be applicable only if any required  confirming copy has been submitted. The rules also now provide that an  exhibit, filed in paper, to Form N-SAR⁵⁹ may be incorporated by  reference into another Form N-SAR filing.

Rule 302(b) of Regulation S-T. In order to avoid any filer  misunderstanding of the current requirement to retain a manually signed  signature page or other signature authentication document, the  Commission is clarifying the rule to specifically require a manual  signature with respect to each signatory to the electronic filing.

New Rule 302(c) of Regulation S-T. As proposed, Commission  rules no longer will require manual signatures on the paper copies of  electronic filings required to be furnished by filers to national  securities exchanges and national securities associations.⁶⁰

New Rules 303(a)(3) and (4) of Regulation S-T. The  following are added to the list of documents that may not be  incorporated by reference, consistent with other rule provisions⁶¹  and current staff interpretations:

For a registered investment company or a business development  company making electronic submissions more than three years after its  phase-in date, a document which has not been filed in electronic  format, unless the document has been filed in paper pursuant to a  hardship exemption and any required confirming copy has been submitted  or the document is an exhibit, filed in paper, to Form N-SAR, and is  being incorporated by reference into another Form N-SAR filing.

For investment company filings, any Financial Data Schedule  required under Securities Act Rule 483.⁶²

Rule 304(a) of Regulation S-T. Under the amended rules,  descriptions of omitted graphic and image material will be allowed to  be placed either in the text of an electronic filing where the omission  occurs or in an appendix thereto, at the option of the filer.  Registrants no longer will be required to list all omitted material in  an appendix to the filing. Descriptions should be provided in narrative  or tabular format, as appropriate.

Rule 304(d) of Regulation S-T. Phased-in registrants  subject to the requirement to furnish a stock performance comparison  graph in their proxy statements pursuant to Item 402(l) of Regulation  S-K⁶³ will be required to satisfy that obligation in their  electronic filing in the same manner as applicable to other types of  omitted charts or graphs, that is, by describing the omitted  performance graph by presenting the graph's data points in tabular  form.⁶⁴ The requirement to furnish a paper copy of the performance  graph to the Branch Chief in the Division of Corporation Finance  responsible for the review of the registrant's filings is retained, in  order to allow the staff to continue monitoring information as  distributed to investors.⁶⁵ As proposed, the option to file the  graph in paper under cover of Form SE⁶⁶ is eliminated to prevent  the possibility of an incomplete electronic presentation to the reader  without reference to the Form SE.

New Rule 311(b) of Regulation S-T. The rule governing  filing of exhibits in paper under cover of Form SE has been amended as  proposed to provide that exhibits to a Commission schedule filed  pursuant to Section 13 or 14(d) of the Exchange Act may be filed in  paper under cover of Form SE where such exhibits previously were filed  in paper (either before becoming subject to mandated electronic filing  or pursuant to a hardship exemption) and are required to be refiled  pursuant to the schedule's general instructions. In the past, such  documents were required to be filed in electronic format along with the  schedule to which they relate, absent a hardship exemption.⁶⁷

New Rule 311(c) of Regulation S-T. Under the amended  rules, insurance companies that file information included in their  annual statements provided to state insurance regulators (i.e.,  Schedules O and P)⁶⁸ as exhibits to their Forms 10-K will be  allowed to file such documents in paper under cover of Form SE because  of difficulties in translating them into a format compatible with  EDGAR.⁶⁹

Rule 311(d) of Regulation S-T. The revisions also codify  the staff's interpretation that a Financial Data Schedule is not among  those exhibits to Form N-SAR that an investment company may submit in  paper under cover of Form SE.

Rules 901(a) and 902(a) of Regulation S-T. As proposed, a  note has been added to Rules 901 and 902 of Regulation S-T to make it  clear that registrants become subject to mandated electronic filing  upon their phase-in date and all subsequent filings must be made  electronically, even filings made with respect to transactions that  commenced prior to, and are in process, at the time a registrant is  phased in.⁷⁰ The note to Rule 902(a) also clarifies the limited  exception for definitive filings by investment companies under  Securities Act Rule 497.

Rule 901(c)(4) of Regulation S-T. A note has been added to  Rule 901 of Regulation S-T explaining that while entities subject to  mandated electronic filing generally may choose to electronically file  Schedules 13D⁷¹ and 13G⁷² with respect to a paper filer,  domestic electronic filers are restricted from doing so with respect to  foreign private issuers because EDGAR currently requires an Internal  Revenue Service tax identification number to be inserted for the  subject company as a prerequisite to acceptance of the filing. It is  anticipated that the EDGAR system will be modified in the future to  process such filings, but until that time, they should be filed in  paper.⁷³

Rules 901(d) and 902(g) of Regulation S-T. Since mandated  electronic filing began in April 1993, filers have been required to  furnish to the Commission a paper copy of each electronic filing made  during the first year following phase-in. This rule was adopted to  implement Section 35A(d)(3) of the Exchange Act.⁷⁴ Since its  proposal in 1992, filers have characterized the requirement as  burdensome. In response, the Commission proposed reducing the paper  submission requirement so that filers could satisfy their paper copy  obligations by furnishing a paper copy of their first electronic filing  only. Four commenters addressed the issue. Three supported the  reduction, characterizing the paper submission requirement as  ''wasteful'' and ''unnecessary.'' One commenter argued that the format  of electronic filings is not as desirable to read as copies of paper  documents, implying that electronic filings are not suitable  alternatives to paper filings. While it is true that electronic filings  often are not as aesthetically pleasing as typeset paper versions, the  content of the filing, not its typeface, is what is of interest to  investors. Furthermore, this argument carries little weight against  reducing the paper copy requirement, since filers may satisfy such  requirement by furnishing a paper printout of the electronic filing.

In light of the comments to the proposal, and in connection with  the six-month evaluation of the EDGAR system, the Commission has  reviewed the paper copy requirement and procedures. As stated in the  report, the EDGAR system is reliable, provides a suitable alternative  to written and printed filings, and provides information as effectively  and efficiently for filers, users and disseminators as the written or  printed counterpart.⁷⁵ Consequently, the requirement has been  modified, as proposed, to require new electronic filers to furnish to  the Commission one paper copy of their first electronic filing  only.⁷⁶ Pursuant to a commenter's suggestion, the paper copy rule  also is being clarified to state that persons making third party  filings, such as proxy materials or beneficial ownership reports, with  respect to an electronic registrant also are required to submit a paper  copy with their first electronic filing only.

The Commission solicited comment about whether the six business  day period for submission of the paper copy should be shortened or  lengthened. Commenters did not feel strongly about this issue;  consequently, no time period changes have been adopted.

Rule 902(e) of Regulation S-T. The amendments clarify the  limited exception contained in Rule 902(e) of Regulation S-T⁷⁷ for  definitive filings by investment companies under Rule 497 of the  Securities Act, to mandated electronic filing.

B. Changes to Item 601 of Regulations S-K and S-B

Item 601 of Regulations S-K and S-B, which govern the filing of  exhibits, including the new Financial Data Schedule, are amended as  described below.

The exhibit tables of Regulations S-K and S-B have been  amended as proposed to indicate that charter documents are to be filed  with quarterly reports on Forms 10-Q⁷⁸ and 10-QSB⁷⁹ pursuant  to paragraph (b)(3) of Regulations S-K⁸⁰ and S-B⁸¹ if such  documents had been amended during the reporting period, thereby  reflecting the requirements of Item 601(a)(4) of Regulations S-B and S- K.⁸²

Item 601 of Regulations S-K and S-B has been amended to  state that if an instrument defining the rights of security holders is  in the form of a certificate, the text appearing on the certificate  must be reproduced in an electronic filing, together with a description  of any other graphic and image material appearing on the  certificate.⁸³

Item 601(b)(10) of Regulations S-K and S-B has been  amended to clarify that a material contract that becomes effective or  that is executed during the reporting period reflected by an annual or  quarterly report must be filed as an exhibit to the periodic report  filed for the corresponding period.⁸⁴ The amended rules also make  it clear that only new material contracts must be filed with quarterly  reports; Forms 10-Q and 10-QSB, unlike Forms 10-K and 10-KSB, do not  require a list of all material contracts.

Applications filed for the purpose of determining the  eligibility of a person designated as trustee for debt securities  registered under the Securities Act that are eligible to be issued,  offered, or sold on a delayed basis by or on behalf of the registrant,  pursuant to Section 305(b)(2) of the Trust Indenture Act,⁸⁵ will  now be required to be filed separately in the manner prescribed by the  EDGAR Filer Manual.⁸⁶ Prior to this amendment, such filings were  required to be filed as an exhibit to a post-effective amendment to the  registration statement to which the application relates. This change is  intended to provide expedited processing of such filings. Of course,  the general procedure requiring all other trust indenture eligibility  applications on Form T-1 and T-2⁸⁷ to be submitted as an exhibit  to the registration statement remains intact.⁸⁸

Item 601 also has been amended to clarify that earnings  statements ''made generally available'' pursuant to Sec. 11(a) of the  Securities Act⁸⁹ should be filed as an exhibit to Exchange Act  periodic reports only where the statement was made available using  methods other than including the information in another filing with the  Commission, as provided by Securities Act Rule 158.⁹⁰

As proposed, Financial Data Schedules will not be required  to be filed in connection with registration statements on Form S- 8⁹¹ (for registration of securities issued pursuant to employee  benefit plans), since updated financial information is rarely included  in such filings.⁹²

A note has been added to Item 601(c) of Regulations S-K  and S-B, providing that the paper copy of an electronic filing sent to  the Commission's Operations Center in Alexandria, Virginia pursuant to  Rule 901(d) of Regulation S-T need not contain any Financial Data  Schedule included in that filing. Similarly, registrants will not be  required to furnish paper versions of their Financial Data Schedules  with the paper copies sent to national securities exchanges and  national securities associations pursuant to Commission rules.⁹³  Both provisions are consistent with the Commission's position, also  codified in the note, that paper copies of the Schedule are not  required with filings made in paper pursuant to a hardship exemption  because the Schedule merely reflects information found elsewhere in the  filing, and thus, it is only useful in electronic filings.⁹⁴

C. Changes to Securities Act Rule 483 and Form S-6

The following amendments to rules and forms under the Securities  Act and Investment Company Act in connection with Financial Data  Schedule requirements have been adopted as proposed:

A note has been added to Securities Act Rule 483(e)  indicating that paper copies of Financial Data Schedules are not  required to be furnished to the Commission or to national securities  exchanges or national securities associations.⁹⁵

Form S-6⁹⁶ has been amended to make it clear that a  Financial Data Schedule is required only upon the filing of an  amendment to a registration statement on that form.

D. Changes to Public Utility Act Rules and Forms

The following amendments to the Public Utility Act Rules and Forms  have been adopted as proposed:

Forms U5B,⁹⁷ U5S,⁹⁸ and U-1⁹⁹ under the Public  Utility Act have been amended to state that if an instrument defining  the rights of security holders is in the form of a certificate, the  text appearing on the certificate must be reproduced in an electronic  filing.¹⁰⁰

E. Other Changes

Other amendments are listed below.

As proposed, Exchange Act Rule 12b-15¹⁰¹ has been  amended to specify the number of copies required to be filed in  connection with amendments to Exchange Act filings made in paper.

An electronic filing provision of Regulation 13D relating  to electronic amendments to Schedules 13D and 13G has been amended to  track its parallel provision in Regulation S-T.¹⁰²

A note to Exchange Act Rule 14a-4¹⁰³ codifies the  Commission's position that proxy cards should be filed as appendices at  the end of proxy statements filed in electronic format, and not as  separate documents within the electronic submission.¹⁰⁴ In a similar  vein, Instruction 3 to Item 10 of Schedule 14A¹⁰⁵ now instructs  electronic registrants to file employee benefit plan documents required  to accompany the proxy statement as appendices to the proxy statement.  As in the past, filers are not required to deliver the plan documents  to shareholders unless they are a part of the proxy statement.

Item 22(a)(4) of Schedule 14A has been amended to clarify  that the Financial Data Schedule, required to be submitted by  investment companies with certain proxy materials, would be submitted  as an exhibit to the proxy statement.

Technical revisions have been made to the cover pages of  proxy and information statements to make them easier to understand and  expedite processing.¹⁰⁶ The rules have been revised to clarify that  the cover page is for the use of the Commission and is not required to  be distributed to security holders.¹⁰⁷ Further, a change has been  made to Schedule 14A to ensure that the approximate date on which the  proxy statement and form of proxy are first sent or given to security  holders must be printed on the first page of the proxy statement sent  to investors, and not on the cover sheet.¹⁰⁸

The tender offer rules have been amended as proposed to  make it clear that tender offer periods are tolled because of failure  to file required documents in electronic format only when the bidder is  required to file electronically or, if applicable, after it has elected  to do so by filing the Tender Offer Statement in electronic form.¹⁰⁹  While this has always been the intended reading of the EDGAR provisions  of the tender offer rules, questions have been raised as to whether the  time periods would be tolled under other circumstances.

The number of paper copies of Form SE (for use with  documents filed in paper pursuant to a hardship exemption or other  specified purposes) and Form TH¹¹⁰ (used in connection with paper  filings pursuant to a temporary hardship exemption) required to be  filed has been increased from three to four, to facilitate processing  by the staff.

III. Common Mistakes Made by EDGAR Filers

Since the adoption of the interim rules in February 1993, the  Commission staff has been working with electronic filers to help them  satisfy their electronic filing obligations. The Commission has issued  the following list of staff suggestions to help electronic filers avoid  some of the more common errors associated with electronic filing.¹¹¹

Filers should review documents in electronic format and  error check using EDGARLink prior to transmitting documents for filing.  For example, filers should check to make sure they are filing on the  correct form type and are using accurate CIK and CCC numbers.

Care must be taken to use <TEST> and <CONFIRMING-COPY>  tags correctly; submissions with these tags are not official Commission  filings.

Filing fees in connection with good-money filings must be  paid to the lockbox before or at the time the filing is made. Filers  should allow time for wire transfers prior to filing.

Filers should be prepared to file early to avoid last- minute filing problems, especially in connection with time-sensitive  filings.

Filers have an obligation to confirm the status of their  filings after transmitting them to the Commission. Filing date  adjustments¹¹² will be made, as warranted, for Exchange Act reports,  but generally will not be granted to backdate a filing over an extended  period of time. It is not staff policy to grant filing date adjustments  for Securities Act registration statements or other transactional  filings, since shareholder rights may be affected.

IV. Cost-Benefit Analysis

The costs and benefits associated with mandated electronic filing  generally were addressed in earlier releases associated with the  adoption of the EDGAR interim rules, which today are being made final.  In summary, the Commission stated that while some costs attend the  implementation of an electronic filing system, for the Commission,  filers and users, the benefits far outweigh the costs. Filers avoid  uncertainty and delays that may occur with courier delivery or other  modes of transportation used in connection with paper filings. Filing  hours are extended for electronic submissions and acceptance processing  is immediate, giving filers greater flexibility and control over when  filings are made. Filers may avoid multiple submission of the same  information by transmitting once a modular submission for inclusion in  multiple documents. Filers will enjoy further facilitation in  satisfying their filing obligations once one-stop filing with self- regulatory organizations (''SROs'') and the states is fully  implemented.¹¹³ Users and disseminators benefit even more from the  EDGAR system's capabilities to identify, sort and broadcast time- sensitive information to the nation and the world in a matter of  minutes. Investors and financial markets benefit from the immediate  access to information the system provides.

One commenter, responding to the Commission's general request for  comments on the EDGAR system, asserts that the Commission never  considered the potential burdens imposed on small businesses by the  EDGAR system, as currently designed. To the contrary, in the release  adopting the interim rules it was noted specifically that the EDGAR  rule proposals elicited comment relating to the costs of: purchasing  electronic equipment; hiring financial printers to file Forms 10-K  because of their complexity; training employees to prepare and file  electronic documents in an unfamiliar format; and preparation and  review of paper documents in addition to electronic versions of those  documents. The Commission recognized that registrants (including all  those defined as small entities) and others who are required to file on  the EDGAR system would incur additional compliance costs. It was  anticipated, however, that those filing electronically also would enjoy  the benefits related to electronic filing, as set forth above.

In the Final Regulatory Flexibility Analysis, the impact electronic  filing would have on small entities was explicitly considered and  several alternative approaches were addressed. It was determined to be  in the public interest to have a complete database available through  the system. Furthermore, small entities themselves would benefit from  the broad and immediate dissemination of their disclosure documents  into the marketplace. Finally, a delayed implementation schedule for  the smallest companies was adopted to allow more than ample time for  these entities to acquire the necessary equipment (most of which is  basic to today's modern workplace, absent EDGAR) and training as modest  resources permit. The views expressed in the foregoing documents have  been supported by the experience gained in the nearly 20 months since  mandated electronic filing began.

No commenter addressed the costs and benefits of the amendments to  the general EDGAR rules that were proposed in July 1994. Given the  technical and minor nature of the amendments, they are not expected to  affect significantly the costs and burdens associated with filing  requirements generally, or specifically with respect to electronic  filing.

V. Final Regulatory Flexibility Analysis

A final regulatory flexibility analysis has been prepared regarding  the amendments in accordance with 5 U.S.C. 603. A copy of the analysis  may be obtained by contacting James R. Budge, Office of Disclosure  Policy, Division of Corporation Finance, U.S. Securities and Exchange  Commission, 450 Fifth Street, N.W., Washington, D.C. 20549. A summary  of the corresponding initial regulatory flexibility analysis appears at  59 FR 36270 [Release No. 33-7074].

VI. Statutory Basis

The foregoing amendments are promulgated pursuant to Sections 6, 7,  8, 10 and 19(a) of the Securities Act, Sections 3, 12, 13, 14, 15(d),  23(a) and 35A of the Exchange Act, Sections 3, 5, 6, 7, 10, 12, 13, 14,  17 and 20 of the Public Utility Act, Section 319 of the Trust Indenture  Act, and Sections 8, 30, 31 and 38 of the Investment Company Act.

List of Subjects in 17 CFR Parts 228, 229, 230, 232, 239, 240, 249,  250, 259, 260, 269 and 274

Accountants, Confidential business information, Investment  companies, Reporting and recordkeeping requirements, Securities,  Utilities.

Text of the Amendments

In accordance with the foregoing, Title 17, Chapter II of the Code  of Federal Regulations is amended as follows:

PART 228--INTEGRATED DISCLOSURE SYSTEM FOR SMALL BUSINESS ISSUERS

1. The authority citation for Part 228 continues to read as  follows:

Authority: 15 U.S.C. 77e, 77f, 77g, 77h, 77j, 77k, 77s,  77aa(25), 77aa(26), 77ddd, 77eee, 77ggg, 77hhh, 77jjj, 77nnn, 77sss,  78l, 78m, 78n, 78o, 78w, 78ll, 80a-8, 80a-29, 80a-30, 80a-37, 80b- 11, unless otherwise noted.

2. By amending Sec. 228.601 in the exhibit table, by adding an  ''x'' corresponding to exhibits (3)(i) and (ii) under the caption ''10- QSB'' and removing the ''x'' corresponding to exhibit (27) under the  caption ''S-8,'' by adding an instruction to paragraph (b)(4)(iii),  redesignating the Instruction to Item 601(b)(10) as Instruction 1 to  Item 601(b)(10) and adding Instruction 2 to Item 601(b)(10), revising  the second sentence of paragraph (b)(25)(ii), revising paragraph  (b)(28)(iv), revising paragraph (b)(99)(ii), revising the note to  paragraph (c)(1)(ii), redesignating the note following paragraph  (c)(1)(vi) as Note 1 to paragraph (c)(1)(vi) and adding Note 2 to  paragraph (c)(1)(vi), to read as follows:

Sec. 228.601 (Item 601) Exhibits.

* * * * *

(b) * * *

(4) Instruments defining the rights of security holders, including  indentures. * * * * *

(iii) * * *

Instruction to Item 601(b)(4)(iii) for electronic filings. If  the instrument defining the rights of security holders is in the  form of a certificate, the text appearing on the certificate shall  be reproduced in an electronic filing together with a description of  any other graphic and image material appearing on the certificate,  as provided in Rule 304 of Regulation S-T (Sec. 232.304 of this  chapter). * * * * *

(10) Material Contracts. * * *

Instruction 2 to Item 601(b)(10). If a material contract is  executed or becomes effective during the reporting period reflected  by a Form 10-QSB or Form 10-KSB, it shall be filed as an exhibit to  the Form 10-QSB or Form 10-KSB filed for the corresponding period.  See paragraph (a)(3) of this Item. With respect to quarterly reports  on Form 10-QSB, only those contracts executed or becoming effective  during the most recent period reflected in the report shall be  filed. * * * * *

(25) Statement of eligibility of trustee. * * *

(ii) * * * Rather, such statements must be submitted as exhibits in  the same electronic submission as the registration statement to which  they relate, or in an amendment thereto, except that electronic filers  that rely on Trust Indenture Act Section 305(b)(2) for determining the  eligibility of the trustee under indentures for securities to be  issued, offered or sold on a delayed basis by or on behalf of the  registrant shall file such statements separately in the manner  prescribed by Sec. 260.5b-1 through Sec. 260.5b-3 of this chapter and  by the EDGAR Filer Manual. * * * * *

(28) Information from reports furnished to state insurance  regulatory authorities. * * *

(iv) If ending reserves in paragraphs (b)(28)(ii)(A) and  (b)(28)(ii)(B) of this Item or the proportionate share of the small  business issuer and its other subsidiaries in paragraph (b)(28)(ii)(C)  of this Item are less than 5% of the total ending reserves in  paragraphs (b)(28)(ii)(A) and (b)(28)(ii)(B) of this Item, and the  proportionate share of (b)(28)(ii)(C) of this Item, small business  issuers may omit that category and note that fact. If the amount of the  reserves attributable to fifty percent-or-less-owned equity investees  that file this information as companies in their own right exceeds 95%  of the total in paragraph (b)(28)(ii)(C) of this Item, small business  issuers do not need to provide reserves information for the other fifty  percent-or-less-owned equity investees. * * * * *

(99) Additional Exhibits. * * * * *

(ii) If pursuant to Section 11(a) of the Securities Act (15 U.S.C.  77k(a)) an issuer makes generally available to its security holders an  earnings statement covering a period of at least 12 months beginning  after the effective date of the registration statement, and if such  earnings statement is made available by ''other methods'' than those  specified in paragraphs (a) or (b) of Sec. 230.158 of this chapter, it  must be filed as an exhibit to the Form 10-QSB or the Form 10-KSB, as  appropriate, covering the period in which the earnings statement was  released.

(c) Financial Data Schedule--(1) * * *

(ii) * * *

Note to paragraph (c)(1)(ii): Financial Data Schedules are not  required in connection with registration statements on Form S-8  (Sec. 239.16b of this chapter) or annual reports on Form 11-K  (Sec. 249.311 of this chapter), for employee stock purchase, savings  and similar plans. * * * * *

(vi) * * *

Note 2 to paragraph (c)(1)(vi): Paper copies of the Financial  Data Schedule are not required to be furnished with the paper copy  sent to the Commission's Operations Center in Alexandria, Virginia  pursuant to Rule 901(d) of Regulation S-T (Sec. 232.901(d) of this  chapter), or with the paper copies of filings required by the  Commission rules to be furnished to the national securities exchange  or national securities association upon which the registrant's  securities are listed. Similarly, no paper copy of a Financial Data  Schedule is required with filings made in paper pursuant to a  hardship exemption; however, any required electronic confirming copy  of such filing should be accompanied by a Financial Data Schedule,  where appropriate pursuant to paragraph (c)(1)(ii) of this section. * * * * *

PART 229--STANDARD INSTRUCTIONS FOR FILING FORMS UNDER THE  SECURITIES ACT OF 1933, SECURITIES EXCHANGE ACT OF 1934 AND ENERGY  POLICY AND CONSERVATION ACT OF 1975--REGULATION S-K

3. The authority citation for Part 229 continues to read in part as  follows:

Authority: 15 U.S.C. 77e, 77f, 77g, 77h, 77j, 77k, 77s,  77aa(25), 77aa(26), 77ddd, 77eee, 77ggg, 77hhh, 77iii, 77jjj, 77nnn,  77sss, 78c, 78i, 78j, 78l, 78m, 78n, 78o, 78w, 78ll(d), 79e, 79n,  79t, 80a-8, 80a-29, 80a-30, 80a-37, 80b-11, unless otherwise noted. * * * * *

4. By amending Sec. 229.601 in the exhibit table, by adding an  ''x'' corresponding to exhibits (3)(i) and (ii) under the caption ''10- Q'' and removing the ''x'' corresponding to exhibit (27) under the  caption ''S-8'', by designating the current instruction at the end of  paragraph (b)(4) as Instruction 1 to paragraph (b)(4) and adding  Instruction 2 to paragraph (b)(4), designating the current instruction  at the end of paragraph (b)(10) as Instruction 1 to paragraph (b)(10)  and adding Instruction 2 to paragraph (b)(10), revising the second  sentence of paragraph (b)(25)(ii), by revising paragraph (b)(99)(iii),  revising the note to paragraph (c)(1)(ii), redesignating the note  following paragraph (c)(1)(vi) as Note 1 to paragraph (c)(1)(vi) and  adding Note 2 to paragraph (c)(1)(vi) thereafter, adding a '')'' before  the period at the end of paragraph (c)(3)(ii), to read as follows:

Sec. 229.601 (Item 601) Exhibits.

* * * * *

(b) * * *

(4) Instruments defining the rights of security holders, including  indentures. * * *

Instruction 2 to paragraph (b)(4) (for electronic filings). If  the instrument defining the rights of security holders is in the  form of a certificate, the text appearing on the certificate shall  be reproduced in an electronic filing together with a description of  any other graphic and image material appearing on the certificate,  as provided in Rule 304 of Regulation S-T (Sec. 232.304 of this  chapter). * * * * *

(10) Material Contracts. * * *

Instruction 2 to paragraph (b)(10). If a material contract is  executed or becomes effective during the reporting period reflected  by a Form 10-Q or Form 10-K, it shall be filed as an exhibit to the  Form 10-Q or Form 10-K filed for the corresponding period. See  paragraph (a)(4) of this Item. With respect to quarterly reports on  Form 10-Q, only those contracts executed or becoming effective  during the most recent period reflected in the report shall be  filed. * * * * *

(25) Statement of eligibility of trustee. * * *

(ii) Electronic filings. * * * Rather, such statements must be  submitted as exhibits in the same electronic submission as the  registration statement to which they relate, or in an amendment  thereto, except that electronic filers that rely on Trust Indenture Act  Section 305(b)(2) for determining the eligibility of the trustee under  indentures for securities to be issued, offered or sold on a delayed  basis by or on behalf of the registrant shall file such statements  separately in the manner prescribed by Sec. 260.5b-1 through  Sec. 260.5b-3 of this chapter and by the EDGAR Filer Manual. * * * * *

(99) Additional Exhibits. * * *

(iii) If pursuant to Section 11(a) of the Securities Act (15 U.S.C.  77k(a)) an issuer makes generally available to its security holders an  earnings statement covering a period of at least 12 months beginning  after the effective date of the registration statement, and if such  earnings statement is made available by ''other methods'' than those  specified in paragraphs (a) or (b) of Sec. 230.158 of this chapter, it  must be filed as an exhibit to the Form 10-Q or the Form 10-K, as  appropriate, covering the period in which the earnings statement was  released.

(c) Financial Data Schedule--(1) * * *

Note to paragraph (c)(1)(ii): Financial Data Schedules are not  required in connection with registration statements on Form S-8  (Sec. 239.16b of this chapter) or annual reports on Form 11-K  (Sec. 249.311 of this chapter), for employee stock purchase, savings  and similar plans. * * * * *

(vi) * * *

Note 2 to paragraph (c)(1)(vi): Paper copies of the Financial  Data Schedule are not required to be furnished with the paper copy  sent to the Commission's Operations Center in Alexandria, Virginia  pursuant to Rule 901(d) of Regulation S-T (Sec. 232.901(d) of this  chapter), or with the paper copies of filings required by the  Commission rules to be furnished to the national securities exchange  or national securities association upon which the registrant's  securities are listed. Similarly, no paper copy of a Financial Data  Schedule is required with filings made in paper pursuant to a  hardship exemption; however, any required electronic confirming copy  of such filing should be accompanied by a Financial Data Schedule,  where appropriate pursuant to paragraph (c)(1)(ii) of this section. * * * * *

PART 230--GENERAL RULES AND REGULATIONS, SECURITIES ACT OF 1933

5. The authority citation for Part 230 continues to read in part as  follows:

Authority: 15 U.S.C. 77b, 77f, 77g, 77h, 77j, 77s, 77sss, 78c,  78l, 78m, 78n, 79o, 78w, 78ll(d), 79t, 80a-8, 80a-29, 80a-30, and  80a-37, unless otherwise noted. * * * * *

6. By amending Sec. 230.405 by revising the term ''Graphic  communications'' to read ''Graphic communication'' each time it appears  in that definition.

7. By amending Sec. 230.483 by redesignating the note following  paragraph (e)(1)(iv) as Note 1 to paragraph (e)(1)(iv) and adding Note  2 to paragraph (e)(1)(iv) thereafter, to read as follows:

Sec. 230.483 Exhibits for Certain Registration Statements, Financial  Data Schedule.

* * * * *

(e) Financial Data Schedule.

(1) General. * * *

(iv) * * *

Note 2 to paragraph (e)(1)(iv): Paper copies of the Financial  Data Schedule are not required to be furnished with the paper copy  sent to the Commission's Operations Center in Alexandria, Virginia  pursuant to Rule 902(g) of Regulation S-T (Sec. 232.902(g) of this  chapter), or with the paper copies of filings required by the  Commission rules to be furnished to the national securities exchange  or national securities association upon which the registrant's  securities are listed. Similarly, no paper copy of a Financial Data  Schedule is required with filings made in paper pursuant to a  hardship exemption; however, any required electronic confirming copy  of such filing should be accompanied by a Financial Data Schedule,  where required by the applicable form. * * * * *

8. By amending Sec. 230.488 by removing paragraph (c)(2) and by  redesignating paragraph (c)(1) as paragraph (c).

PART 232--REGULATION S-T--GENERAL RULES AND REGULATIONS FOR  ELECTRONIC FILINGS

9. 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.

10. By amending Sec. 232.12 by adding a sentence at the end of  paragraph (b) to read as follows:

Sec. 232.12 Business hours of the Commission.

* * * * *

(b) * * * Submissions on magnetic tape or diskette may be filed  either at the address indicated in paragraph (a) of this section, or at  the Commission's Operations Center, 6432 General Green Way, Alexandria,  VA 22312-2413. * * * * *

11. By amending Sec. 232.13 by adding paragraph (d) following the  note, to read as follows:

Sec. 232.13 Date of filing; adjustment of filing date.

* * * * *

(d) Where the Commission's rules, schedules and forms provide that  a document may be ''mailed for filing with the Commission'' at the same  time it is published, furnished, sent or given to security holders or  others, an electronic filer may file the document with the Commission  electronically before or on the date the document is published,  furnished, sent or given, or if such publication or distribution does  not occur on a business day of the Commission, as soon as practicable  on the next business day. Any associated time periods shall be  calculated on the basis of the publication or distribution date (as  applicable), and not on the basis of the date of filing.

12. By amending Sec. 232.101 by revising paragraphs (a)(1)(i),  (a)(1)(iii), (c)(2), (c)(3), (c)(8), and (c)(10), by revising the  heading of paragraph (c), by removing the word ''and'' following the  semicolon in paragraph (c)(16), and by adding paragraphs (b)(3),  (b)(4), (b)(5), (c)(18), (c)(19), (c)(20), and (c)(21), to read as  follows:

Sec. 232.101 Mandated electronic submissions and exceptions.

(a) Mandated electronic submissions. (1) * * *

(i) Registration statements and prospectuses filed pursuant to the  Securities Act (15 U.S.C. 77a, et seq.) or registration statements  filed pursuant to Sections 12(b) or 12(g) of the Exchange Act (15  U.S.C. 78l(b) or (g)); * * * * *

(iii) Statements, reports and schedules filed with the Commission  pursuant to Sections 13, 14, or 15(d) of the Exchange Act (15 U.S.C.  78m, n, and o(d)), except Form 13F (Sec. 249.325 of this chapter),  provided that if a registrant's first mandated electronic filing would  be an annual report on Form 10-K (Sec. 249.310 of this chapter) or Form  10-KSB (Sec. 249.310b of this chapter) such annual report may, at the  option of the registrant, be submitted in paper format; * * * * *

(b) * * *

(3) Form 11-K (Sec. 249.311 of this chapter). Registrants who  satisfy their Form 11-K filing obligations by filing amendments to  Forms 10-K or 10-KSB, as provided by Rule 15d-21 (Sec. 240.15d-21 of  this chapter), also may choose to file such amendments in paper or  electronic format;

(4) Reports on Form 13F (Sec. 249.325 of this chapter), filed with  the Commission by institutional investment managers as required by  Section 13(f)(1) (15 U.S.C. 78m(f)(1)) of, and Rule 13f-1  (Sec. 240.13f-1 of this chapter) under, the Exchange Act on magnetic  tape in the format described in Form 13F-E (Sec. 249.326 of this  chapter); and

(5) Exhibits to Form N-SAR (Sec. 274.101 of this chapter), except  that the Financial Data Schedule required under Rule 483 under the  Securities Act of 1933 (Sec. 230.483 of this chapter) shall be filed in  electronic format.

(c) Documents to be submitted in paper only. * * *

(2) Supplemental information, if the submitter requests that the  information be protected from public disclosure under the Freedom of  Information Act (5 U.S.C. 552) pursuant to a request for confidential  treatment under Rule 83 (Sec. 200.83 of this chapter) or if the  submitter requests that the information be returned after staff review  and the information is of the type typically returned by the staff  pursuant to Rule 418(b) of Regulation C (Sec. 230.418(b) of this  chapter) or Rule 12b-4 of Regulation 12B (Sec. 240.12b-4 of this  chapter);

(3) Shareholder proposals and all related correspondence submitted  pursuant to Rule 14a-8 of the Exchange Act (Sec. 240.14a-8 of this  chapter); * * * * *

(8) Filings made with the Commission's Regional or District  Offices; * * * * *

(10) Promotional and Sales Material submitted pursuant to  Securities Act Industry Guide 5 (Sec. 229.801(e) of this chapter) or  otherwise supplementally furnished for review by the staff of the  Division of Corporation Finance; and sales literature submitted under  Rule 24b-2 of the Investment Company Act (Sec. 270.24b-2 of this  chapter); * * * * *

(18) Form F-6 (Sec. 239.36 of this chapter);

(19) Annual reports filed with the Commission by indenture trustees  pursuant to Section 313 of the Trust Indenture Act (15 U.S.C. 77mmm);

(20) Applications for an exemption from Exchange Act reporting  obligations filed pursuant to Section 12(h) of the Exchange Act (15  U.S.C. 78l(h)); and

(21) Written information concerning employee benefit plans required  to be filed with the Commission pursuant to Rule 16b-3(b)(2)(ii) of the  Exchange Act (Sec. 240.16b-3(b)(2)(ii) of this chapter).

13. By amending Sec. 232.102 by revising paragraphs (a) and (e), to  read as follows:

Sec. 232.102 Exhibits.

(a) Exhibits to an electronic filing that have not previously been  filed with the Commission shall be filed in electronic format, absent a  hardship exemption. Previously filed exhibits, whether in paper or  electronic format, may be incorporated by reference into an electronic  filing to the extent permitted by Rule 24 of the Commission's Rules of  Practice (Sec. 201.24 of this chapter), Rule 411 under the Securities  Act (Sec. 230.411 of this chapter), Rule 12b-23 or 12b-32 under the  Exchange Act (Sec. 240.12b-23 or Sec. 240.12b-32 of this chapter), Rule  22 under the Public Utility Holding Company Act (Sec. 250.22 of this  chapter), Rules 0-4, 8b-23, and 8b-32 under the Investment Company Act  (Sec. 270.0-4, Sec. 270.8b-23 and Sec. 270.8b-32 of this chapter) and  Rule 303 of Regulation S-T (Sec. 232.303). An electronic filer may, at  its option, restate in electronic format an exhibit incorporated by  reference that originally was filed in paper format.

Note to paragraph a: Exhibits to a Commission schedule filed  pursuant to Section 13 or 14(d) of the Exchange Act may be filed in  paper under cover of Form SE where such exhibits previously were  filed in paper (prior to a registrant's becoming subject to mandated  electronic filing or pursuant to a hardship exemption) and are  required to be refiled pursuant to the schedule's general  instructions. See Rule 311(b) of Regulation S-T (17 CFR 232.311(b)). * * * * *

(e) Notwithstanding the provisions of paragraphs (a) through (d) of  this section, after the date which is three years following a  registrant's phase-in date, any incorporation by reference by a  registered investment company or a business development company shall  relate only to documents which have been filed in electronic format,  unless:

(1) The document has been filed in paper pursuant to a hardship  exemption (Secs. 232.201 and 232.202 of this chapter) and any required  confirming copy has been submitted or

(2) The document is an exhibit, filed in paper in accordance with  applicable rules, to Form N-SAR being incorporated by reference only  into another Form N-SAR filing. * * * * *

14. By amending Sec. 232.302 by revising paragraph (b) and adding  paragraph (c), to read as follows:

Sec. 232.302 Signatures.

* * * * *

(b) Each signatory to an electronic filing shall manually sign a  signature page or other document authenticating, acknowledging or  otherwise adopting his or her signature that appears in typed form  within the electronic filing. Such document shall be executed before or  at the time the electronic filing is made and shall be retained by the  filer for a period of five years. Upon request, an electronic filer  shall furnish to the Commission or its staff a copy of any or all  documents retained pursuant to this section.

(c) Where the Commission's rules require a registrant to furnish to  a national securities exchange or national securities association paper  copies of a document filed with the Commission in electronic format,  signatures to such paper copies may be in typed form.

15. By amending Sec. 232.303 by adding paragraphs (a)(3) and (a)(4)  to read as follows:

Sec. 232.303 Incorporation by reference.

(a) * * *

(3) For a registered investment company or a business development  company making an electronic submission more than three years after its  phase-in date, documents that have not been filed in electronic format,  unless:

(i) The document has been filed in paper pursuant to a hardship  exemption (Secs. 232.201 and 232.202 of this chapter) and any required  confirming copy has been submitted or

(ii) The document is an exhibit, filed in paper in accordance with  applicable rules, to Form N-SAR being incorporated by reference into  another Form N-SAR filing.

(4) Any Financial Data Schedule required under Rule 483 under the  Securities Act of 1933 (Sec. 230.483 of this chapter). * * * * *

16. By amending Sec. 232.304 by revising paragraphs (a) and (d) to  read as follows:

Sec. 232.304 Graphic and image material.

(a) If an electronic filing omits graphic or image material  included in the paper version of the document, the electronic version  shall include a fair and accurate narrative description or tabular  representation of the omitted material. Such descriptions or  representations may be included in the text of the electronic filing  where the graphic or image material appears in the paper version, or  they may be listed in an appendix to the electronic filing. Differences  between the electronic and paper versions of the document such as  pagination, color, type size or style, or corporate logo need not be  described. * * * * *

(d) The performance graph that is to appear in registrant proxy and  information statements relating to annual meetings of security holders  (or special meetings or written consents in lieu of such meetings) at  which directors will be elected, as required by Item 402(l) of  Regulation S-K (Sec. 229.402(l) of this chapter), shall be furnished to  the Commission in connection with an electronic filing by presenting  the data in tabular or chart form within the electronic filing, in  compliance with the formatting requirements of the EDGAR Filer Manual.  Registrants also shall submit supplementally a paper copy of the  performance graph to their Branch Chief in the Division of Corporation  Finance.

17. By amending Sec. 232.306 by revising the first sentence of the  note following paragraph (a), to read as follows:

Sec. 232.306 Foreign language documents and symbols.

* * * * *

Note: With respect to submission of an electronic filer's latest  annual budget required to be filed as Exhibit B in Form 18  (Sec. 249.218 of this chapter) or as Exhibit (c) in Form 18-K  (Sec. 249.318 of this chapter), for foreign governments and  political subdivisions thereof, if an English version of such  filer's last annual budget as presented to its legislative body has  been prepared, it shall be filed electronically. * * * * * * * *

18. By amending Sec. 232.311 by revising paragraphs (b), (c), and  (d) and in paragraphs (e), (f) and (g), by replacing the references to  ''Form S-E'' with references to ''Form SE'', and in paragraph (h)(2),  by revising the reference ''paragraphs (a) through (c)'' to read  ''paragraphs (a) through (g)'' to read as follows:

Sec. 232.311 Documents submitted in paper under cover of Form SE.

* * * * *

(b) Exhibits to a Commission schedule filed pursuant to Section 13  or 14(d) of the Exchange Act may be filed in paper under cover of Form  SE where such exhibits previously were filed in paper (prior to a  registrant's becoming subject to mandated electronic filing or pursuant  to a hardship exemption) and are required to be refiled pursuant to the  schedule's general instructions.

(c) Exhibits consisting of all or portions of an annual statement  provided to state insurance regulators (e.g., Schedules O and P),  required to be filed pursuant to Item 601(b)(28) of Regulation S-B or  Regulation S-K (Sec. 228.601(b)(28) or Sec. 229.601(b)(28) of this  chapter, respectively), may be filed in paper under cover of Form SE.

(d) Exhibits to Form N-SAR (Sec. 274.101 of this chapter), other  than the Financial Data Schedule required under Rule 483 under the  Securities Act of 1933 (Sec. 230.483 of this chapter), may be filed in  paper under cover of Form SE. * * * * *

19. By amending Sec. 232.901 by adding a note to paragraph (a), by  adding a note to paragraph (c)(4), by revising the heading and  introductory text of paragraph (d), and by revising paragraph (d)(2),  to read as follows:

Sec. 232.901 Division of Corporation Finance EDGAR Transition.

(a) * * *

Note to paragraph (a): Registrants become subject to mandated  electronic filing on their phase-in date. Consequently, all  documents required to be filed in electronic format pursuant to Rule  101 of Regulation S-T (Sec. 232.101) filed on or after a  registrant's phase-in date must be filed electronically, absent a  hardship exemption, even if the transaction to which a filing  relates was commenced in paper before the phase-in date and is still  in process on the registrant's phase-in date. See Rule  101(a)(1)(iii) of Regulation S-T, that provides for optional paper  filing of a Form 10-K or 10-KSB if it is the first document filed  after a registrant's phase-in date. * * * * *

(c) * * *

(4) * * *

Note to paragraph (c)(4): While companies subject to mandated  electronic filing generally may choose to electronically file  Schedules 13D and 13G with respect to a paper filer, domestic  electronic filers are restricted from doing so with respect to  foreign private issuers because EDGAR currently requires an IRS tax  identification number to be inserted for the subject company as a  prerequisite to acceptance of the filing. Such filings should be  made in paper until the EDGAR system is modified to process them  electronically. * * * * *

(d) Paper Copies of Electronic Filings. Electronic filers,  including third party filers, shall submit to the Commission a paper  copy of their first electronic filing, as follows: * * *

(2) The paper copy shall be sent to the following address: OFIS  Filer Support, SEC Operations Center, 6432 General Green Way,  Alexandria, VA 22312-2413. The paper copy shall be received by the  Commission no later than six business days after the electronic filing.  The following legend shall be typed, printed or stamped in capital  letters at the top of the cover page of the paper copy:

THIS PAPER DOCUMENT IS BEING SUBMITTED PURSUANT TO RULE 901(d) OF  REGULATION S-T.

* * * * *

20. By amending Sec. 232.902 by adding a note to paragraph (a), by  revising the heading and introductory text of paragraph (g), and by  revising paragraphs (e) and (g)(2), to read as follows:

Sec. 232.902 Division of Investment Management EDGAR Transition.

(a) * * *

Note to paragraph (a): Registrants become subject to mandated  electronic filing on their phase-in date. Consequently, all  documents required to be filed in electronic format pursuant to Rule  101 of Regulation S-T (Sec. 232.101) filed on or after a  registrant's phase-in date must be filed electronically, absent a  hardship exemption, even if the transaction to which a filing  relates was commenced in paper before the phase-in date and is still  in process on the registrant's phase-in date. See paragraph (e) of  this section, that provides for optional paper filing of certain  filings under Rule 497 under the Securities Act of 1933  (Sec. 230.497 of this chapter). * * * * *

(e) Required Electronic Filing for Phased-in Filers. A registrant  that is phased in, under either the mandatory electronic filing  provisions of paragraphs (a), (b), or (c) or by reassignment under  paragraph (d) of this section, shall file electronically all filings  which are mandated electronic submissions under Rule 101 of Regulation  S-T (Sec. 232.101 of this chapter) and which are made on or after a  registrant's phase-in date, provided, however that a registrant need  not file electronically a filing, after the registrant's phase-in date,  under Rule 497 under the Securities Act of 1933 (Sec. 230.497 of this  chapter) that relates solely to a registration statement or post- effective amendment filed prior to the registrant's phase-in date and  is submitted for the purpose of filing the definitive prospectus and/or  statement of additional information for that registration statement or  amendment. A registrant submitting electronically a Rule 497 filing for  the purpose of ''stickering'' its prospectus and/or statement of  additional information need not submit electronically the prospectus  and/or statement of additional information to which the ''sticker''  relates, provided that the text of the prospectus and/or statement of  additional information has already been filed electronically as a  public document. * * * * *

(g) Paper Copies of Electronic Filings. Electronic filers,  including third party filers, shall submit to the Commission a paper  copy of their first electronic filing, as follows: * * *

(2) The paper copy shall be sent to the following address: OFIS  Filer Support, SEC Operations Center, 6432 General Green Way,  Alexandria, Virginia 22312-2413. The paper copy shall be received by  the Commission no later than six business days after the electronic  filing. The following legend shall be typed, printed or stamped in  capital letters at the top of the cover page of the paper copy:

THIS PAPER DOCUMENT IS BEING SUBMITTED PURSUANT TO RULE 902(g) OF  REGULATION S-T.

* * * * *

Part 239--FORMS PRESCRIBED UNDER THE SECURITIES ACT OF 1933

21. The authority citation for Part 239 continues to read in part  as follows:

Authority: 15 U.S.C. 77f, 77g, 77h, 77j, 77s, 77sss, 78c, 78l,  78m, 78n, 78o(d), 78w(a), 78ll(d), 79e, 79f, 79g, 79j, 79l, 79m,  79n, 79o, 79t, 80a-8, 80a-29, 80a-30 and 80a-37, unless otherwise  noted. * * * * *

Note: The text of the following form does not and the amendments  will not appear in the Code of Federal Regulations.

22. By amending Form S-6 (referenced in Sec. 239.16) by revising  Instruction 5 to Instructions as to Exhibits to read as follows:

Instructions and Form

Form S-6--For Registration Under the Securities Act of 1933 of  Securities of Unit Investment Trusts Registered on Form N-8B-2

* * * * *

Instructions as to Exhibits

* * * * *

5. When any amendment to a registration statement on this form is  filed by an electronic filer, a Financial Data Schedule meeting the  requirements of Rule 483 under the Securities Act of 1933 (Sec. 230.483  of this chapter).

PART 240--GENERAL RULES AND REGULATIONS, SECURITIES EXCHANGE ACT OF  1934

23. The authority citation for Part 240 continues to read in part  as follows:

Authority: 15 U.S.C. 77c, 77d, 77g, 77j, 77s, 77eee, 77ggg,  77nnn, 77sss, 77ttt, 78c, 78d, 78i, 78j, 78l, 78m, 78n, 78o, 78p,  78q, 78s, 78w, 78x, 78ll(d), 79q, 79t, 80a-20, 80a-23, 80a-29, 80a- 37, 80b-3, 80b-4 and 80b-11, unless otherwise noted. * * * * *

24. By amending Sec. 240.12b-15 by adding three sentences at the  end of the section, to read as follows:

Sec. 240.12b-15 Amendments.

* * * The requirements of the form being amended shall govern the  number of copies to be filed in connection with a paper format  amendment. Electronic filers satisfy the provisions dictating the  number of copies by filing one copy of the amendment in electronic  format. See Rule 309 of Regulation S-T (Sec. 232.309 of this chapter).

Sec. 240.12b-25 [Amended]

25. By amending Sec. 240.12b-25 by removing the parenthetical  phrase ''(required to be filed on Form 8)'' from paragraph (e)(2).

26. By amending Sec. 240.13d-2 by designating the note at the end  of the section as ''Note to Sec. 240.13d-2'' and revising paragraph  (c), to read as follows:

Sec. 240.13d-2 Filing of amendments to Schedules 13D or 13G.

* * * * *

(c) The first electronic amendment to a paper format Schedule 13D  (Sec. 240.13d-101) or Schedule 13G (Sec. 240.13d-102) shall restate the  entire text of the Schedule 13D or Schedule 13G, but previously filed  paper exhibits to such Schedules are not required to be restated  electronically. See Rule 102 of Regulation S-T (Sec. 232.102 of this  chapter) regarding amendments to exhibits filed in electronic format. * * * * *

27. By amending Sec. 240.14a-4 by adding a note to paragraph  (a)(3), to read as follows:

Sec. 240.14a-4 Requirements as to proxy.

(a) * * *

(3) * * *

Note to paragraph (a)(3) (electronic filers): Electronic filers  shall satisfy the filing requirements of Rule 14a-6(a) or (b)  (Sec. 240.14a-6(a) or (b)) with respect to the form of proxy by  filing the form of proxy as an appendix at the end of the proxy  statement. Forms of proxy shall not be filed as exhibits or separate  documents within an electronic submission. * * * * *

28. By amending Sec. 240.14a-6 by adding a sentence to the end of  paragraph (m), to read as follows:

Sec. 240.14a-6 Filing requirements.

* * * * *

(m) * * * The cover page required by this paragraph need not be  distributed to security holders.

29. By amending Sec. 240.14a-101 by revising the text after the  section heading and before the notes, paragraph (b) of Item 1 and  paragraph (a)(4) of Item 22, and by adding a sentence to the end of  Instruction 3 to Item 10, to read as follows:

Sec. 240.14a-101 Schedule 14A. Information required in proxy  statement.

Schedule 14A Information

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange  Act of 1934 (Amendment No. )

Filed by the Registrant [ ] Filed by a Party other than the Registrant [ ]

Check the appropriate box:

[ ] Preliminary Proxy Statement

[ ] Confidential, for Use of the Commission Only (as permitted by  Rule 14a-6(e)(2))

[ ] Definitive Proxy Statement

[ ] Definitive Additional Materials

[ ] Soliciting Material Pursuant to Sec. 240.14a-11(c) or  Sec. 240.14a-12

----------------------------------------------------------------------

(Name of Registrant as Specified In Its Charter)

----------------------------------------------------------------------

(Name of Person(s) Filing Proxy Statement, if other than the  Registrant)

Payment of Filing Fee (Check the appropriate box):

[ ] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a- 6(i)(2) or Item 22(a)(2) of Schedule 14A.

[ ] $500 per each party to the controversy pursuant to Exchange  Act Rule 14a-6(i)(3).

[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4)  and 0-11.

(1) Title of each class of securities to which transaction  applies:

----------------------------------------------------------------------

(2) Aggregate number of securities to which transaction applies:

----------------------------------------------------------------------

(3) Per unit price or other underlying value of transaction  computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on  which the filing fee is calculated and state how it was determined):

----------------------------------------------------------------------

(4) Proposed maximum aggregate value of transaction:

----------------------------------------------------------------------

(5) Total fee paid:

----------------------------------------------------------------------

[ ] Fee paid previously with preliminary materials.

[ ] Check box if any part of the fee is offset as provided by  Exchange Act Rule 0-11(a)(2) and identify the filing for which the  offsetting fee was paid previously. Identify the previous filing by  registration statement number, or the Form or Schedule and the date  of its filing.

(1) Amount Previously Paid:

----------------------------------------------------------------------

(2) Form, Schedule or Registration Statement No.:

----------------------------------------------------------------------

(3) Filing Party:

----------------------------------------------------------------------

(4) Date Filed:

----------------------------------------------------------------------

Notes

* * * * *

Item 1. Date, time and place information. * * * * *

(b) On the first page of the proxy statement, as delivered to  security holders, state the approximate date on which the proxy  statement and form of proxy are first sent or given to security  holders. * * * * *

Item 10. Compensation Plans. * * * * *

Instructions

* * * * *

3. * * * Electronic filers shall file with the Commission a copy  of such written plan document in electronic format as an appendix to  the proxy statement. It need not be provided to security holders  unless it is a part of the proxy statement. * * * * *

Item 22. Information required in investment company proxy  statement. (a) General. * * * * *

(4) Electronic Filings. If action is to be taken with respect to  any transaction described in Item 11, 12, or 14 of this Schedule 14A  and the Fund proxy or information statement is filed electronically,  a Financial Data Schedule meeting the requirements of rule 483 of  Regulation C (Sec. 230.483 of this chapter) shall be included as an  exhibit.

Sec. 240.14c-3 [Amended]

30. By amending Sec. 240.14c-3 by removing the note following  paragraph (b).

31. By amending Sec. 240.14c-5 by adding a sentence at the end of  paragraph (h), to read as follows:

Sec. 240.14c-5 Filing requirements.

* * * * *

(h) * * * The cover page required by this paragraph need not be  distributed to security holders.

32. By amending Sec. 240.14c-101 by revising the text after the  section heading and before the note to read as follows:

Sec. 240.14c-101 Schedule 14C. Information required in information  statement.

Schedule 14C Information

Information Statement Pursuant to Section 14(c) of the Securities  Exchange Act of 1934 (Amendment No. )

Check the appropriate box:

[ ] Preliminary Information Statement

[ ] Confidential, for Use of the Commission Only (as permitted by  Rule 14c-5(d)(2))

[ ] Definitive Information Statement

----------------------------------------------------------------------

(Name of Registrant As Specified In Charter)

Payment of Filing Fee (Check the appropriate box):

[ ] $125 per Exchange Act Rules 0-11(c)(1)(ii), or 14c-5(g).

[ ] Fee computed on table below per Exchange Act Rules 14c-5(g)  and 0-11.

(1) Title of each class of securities to which transaction  applies:

----------------------------------------------------------------------

(2) Aggregate number of securities to which transaction applies:

----------------------------------------------------------------------

(3) Per unit price or other underlying value of transaction  computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on  which the filing fee is calculated and state how it was determined):

----------------------------------------------------------------------

(4) Proposed maximum aggregate value of transaction:

----------------------------------------------------------------------

(5) Total fee paid:

----------------------------------------------------------------------

[ ] Fee paid previously with preliminary materials.

[ ] Check box if any part of the fee is offset as provided by  Exchange Act Rule 0-11(a)(2) and identify the filing for which the  offsetting fee was paid previously. Identify the previous filing by  registration statement number, or the Form or Schedule and the date  of its filing.

(1) Amount Previously Paid:

----------------------------------------------------------------------

(2) Form, Schedule or Registration Statement No.:

----------------------------------------------------------------------

(3) Filing Party:

----------------------------------------------------------------------

(4) Date Filed:

----------------------------------------------------------------------

Note

* * * * *

33. By amending Sec. 240.14e-1 by revising the first sentence of  paragraph (e), to read as follows:

Sec. 240.14e-1 Unlawful tender offer practices.

* * * * *

(e) Electronic filings. If a bidder is required (or elects to file  its tender offer documents in electronic format as provided by Rule  901(c)(1) of Regulation S-T (Sec. 232.901(c)(1) of this chapter)), the  periods of time required by paragraphs (a) and (b) of this section  shall be tolled for any period during which it has failed to file in  electronic format, absent a hardship exemption (Secs. 232.201 and  232.202 of this chapter), the Schedule 14D-1 Tender Offer Statement  [Sec. 240.14d-100 of this chapter], any tender offer material specified  in paragraph (a) of Item 11 of that Schedule, and any amendments  thereto. * * *

PART 249--FORMS, SECURITIES EXCHANGE ACT OF 1934

34. The authority citation for Part 249 continues to read in part  as follows:

Authority: 15 U.S.C. 78a, et seq., unless otherwise noted; * * * * *

Sec. 249.208a [Form Amended]

35. By amending Form 8-A (referenced in Sec. 249.208a), Instruction  II.2 of Instructions as to Exhibits by revising the phrase ''pursuant  to Instruction I above,'' to read ''pursuant to Instruction 3,  above,''.

Note: The text of Form 8-A is not and the amendment will not  appear in the Code of Federal Regulations.

Sec. 249.308 [Form Amended]

36. By amending Form 8-K (referenced in Sec. 240.308) by revising  the first sentence of paragraph (a)(4)(iv) of Item 7, to read as  follows:

Note: The text of Form 8-K is not and the amendment will not  appear in the Code of Federal Regulations.

Form 8-K Current Report

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

* * * * *

Item 7. Financial Statements and Exhibits. * * * * *

(a) * * *

(4) * * *

(iv) file the required financial statements for an acquired  business as an amendment to this Form as soon as practicable, but  not later than 60 days after the report on Form 8-K must be filed. *  * * * * * * *

37. By amending Sec. 249.310 by revising the section heading and by  removing the last sentence of the section, to read as follows:

Sec. 249.310 Form 10-K, for annual and transition reports pursuant to  sections 13 or 15(d) of the Securities Exchange Act of 1934.

* * * * *

38. By amending Form 10-K (referenced in Sec. 249.310) by removing  the last sentence of General Instruction A and by revising the second  sentence of General Instruction G.(3), to read as follows:

Note: The text of Form 10-K is not and the amendment will not  appear in the Code of Federal Regulations.

Form 10-K

Annual Report Pursuant to Section 13 or 15(d) of the Securities  Exchange Act of 1934

General Instructions

* * * * *

G. Information to be Incorporated by Reference. * * * * *

(3) * * * However, if such definitive proxy statement or  information statement is not filed with the Commission in the 120- day period or is not required to be filed with the Commission by  virtue of Rule 3a12-3(b) under the Exchange Act, the Items  comprising the Part III information must be filed as part of the  Form 10-K, or as an amendment to the Form 10-K, not later than the  end of the 120-day period. * * * * * * * *

Sec. 249.310(b) [Form Amended]

39. By amending Form 10-KSB (referenced in Sec. 249.310b) by  revising the last sentence of General Instruction E.3, to read as  follows:

Note: The text of Form 10-KSB is not and the amendment will not  appear in the Code of Federal Regulations.

Form 10-KSB

* * * * *

General Instructions

* * * * *

E. * * *

3. * * * If the definitive proxy or information statement is not  filed within the 120-day period, the information called for in Part  III information must be filed as part of the Form 10-KSB, or as an  amendment to the Form 10-KSB, not later than the end of the 120-day  period. * * * * *

Sec. 249.311 [Form Amended]

40. By amending Form 11-K (referenced in Sec. 249.311) by revising  General Instruction E to read as follows:

Note: The text of Form 11-K is not and the amendment will not  appear in the Code of Federal Regulations.

Form 11-K--For Annual Reports of Employee Stock Purchase, Savings  and Similar Plans Pursuant to Section 15(d) of the Securities  Exchange Act of 1934--General Instructions

* * * * *

E. Electronic Filers.

(a) Reports on this Form may be filed either in paper or in  electronic format, at the filer's option. See Rule 101(b)(3) of  Regulation S-T (Sec. 232.101(b)(3) of this chapter).

(b) Financial Data Schedules are not required to be submitted in  connection with annual reports on this form. See Item 601(c)(1) of  Regulations S-K and S-B (Sec. 229.601(c)(1) and Sec. 228.601(c)(1),  respectively).

Sec. 249.322 [Form Amended]

41. By amending Form 12b-25 (referenced in Sec. 249.322 of this  chapter) by amending the second sentence of Instruction 5 by revising  the parenthetical phrase ''(Sec. 232.12(b) of this chapter)'' to read  ''(Sec. 232.13(b) of this chapter)''.

Note: The text of Form 12b-25 and the amendment thereto will not  appear in the Code of Federal Regulations.

PART 250--GENERAL RULES AND REGULATIONS, PUBLIC UTILITY HOLDING  COMPANY ACT OF 1935

42. The authority citation for Part 250 continues to read as  follows:

Authority: 15 U.S.C. 79c, 79f(b), 79i(c)(3), 79t unless  otherwise noted.

Sec. 250.111 [Removed]

43. By removing Sec. 250.111.

PART 259--FORMS PRESCRIBED UNDER THE PUBLIC UTILITY HOLDING COMPANY  ACT OF 1935

44. The authority citation for Part 259 continues to read as  follows:

Authority: 15 U.S.C 79e, 79f, 79g, 79j, 79l, 79m, 79n, 79q, 79t.

Sec. 259.5b [Form Amended]

45. By amending Form U5B (referenced in Sec. 259.5b) by revising  Instructions for Exhibit B, to read as follows:

Note: The text of Form U5B is not and the amendment will not  appear in the Code of Federal Regulations.

Instructions and Form--Form U5B Registration Statement Filed  Pursuant to Section 5 of the Public Utility Holding Company Act of  1935

* * * * *

Exhibits

* * * * *

Instructions

* * * * *

Exhibit B. With respect to the registrant and each subsidiary  company thereof, furnish a copy of the charter, articles of  incorporation, trust agreement, voting trust agreement, or other  fundamental document of organization, and a copy of its by-laws,  rules and regulations, or other instruments corresponding thereto.  If such documents do not set forth fully the rights, priorities and  preferences of the holders of each class of capital stock described  in the answer to Item 8(b) and those of the holders of any warrants,  options or other securities described in the answer to Item 8(d),  and of any limitations on such rights, there shall also be included  the text appearing on each certificate or a copy of each resolution  or other document establishing or defining such rights and  limitations. The text of each such document shall be in the amended  form effective at the date of filing the registration statement or  shall be accompanied by copies of any amendments to it then in  effect. * * * * *

Sec. 259.5s [Form Amended]

46. By amending Form U5S (referenced in Sec. 259.5s) by revising  Exhibit B, to read as follows:

Note: The text of Form U5S is not and the amendment will not  appear in the Code of Federal Regulations.

Instructions and Form--Form U5S--Annual Report

* * * * *

General Instructions

* * * * *

Exhibits

* * * * *

Exhibit B. With respect to the parent holding company and each  subsidiary company thereof, a copy of the charter, articles of  incorporation, trust agreement, voting trust agreement, or other  fundamental document of organization, and a copy of its bylaws,  rules and regulations, or other instruments corresponding thereto.  If such documents do not set forth fully the rights, priorities and  preferences of the holders of each outstanding class of capital  stock and those of the holders of any warrants, options or other  rights to acquire capital stock, and of any limitations on such  rights, there shall also be included the text appearing on each  certificate or a copy of each resolution or other document  establishing or defining such rights and limitations. The text of  each such document shall be in the amended form effective at the  date of filing of the report or shall be accompanied by the text of  any amendments to it then in effect. * * * * *

Sec. 259.101 [Form Amended]

47. By amending Form U-1 (referenced in Sec. 259.101) by revising  Instruction A to Instructions as to Exhibits, to read as follows:

Note: The text of Form U-1 is not and the amendment will not  appear in the Code of Federal Regulations.

Instructions and Form--Form U-1--Application or Declaration Under  the Public Utility Holding Company Act of 1935

* * * * *

Instructions as to Exhibits

* * * * *

A. The constituent instruments, or in the case of certificates,  the text appearing on the constituent instrument, defining or  limiting the rights of the holders of each class of securities  proposed to be issued, sold, acquired, guaranteed, assumed, or  modified, including any amendments thereto presently proposed. The  text of tentative drafts, as a minimum, shall be filed with the  original statement. * * * * *

PART 260--GENERAL RULES AND REGULATIONS, TRUST INDENTURE ACT OF  1939

48. The authority citation for Part 260 continues to read as  follows:

Authority: 15 U.S.C. 77eee, 77ggg, 77nnn, 77sss, 78ll(d), 80b-3,  80b-4, and 80b-11.

Sec. 260.0-12 [Removed]

49. Section 260.0-12 is removed.

PART 239--FORMS PRESCRIBED UNDER THE SECURITIES ACT OF 1933

PART 249--FORMS, SECURITIES EXCHANGE ACT OF 1934

PART 259--FORMS PRESCRIBED UNDER THE PUBLIC UTILITY HOLDING COMPANY  ACT OF 1935

PART 269--F