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SECURITIES AND EXCHANGE COMMISSION
17 CFR Parts 200, 228, 229, 230, 232, 239, 240, 270 and 274
[Release No. 33-7289, 34-37183, IC-21946; File No. S7-31-95]
RIN 3235-AG67
Use of Electronic Media for Delivery Purposes
AGENCY: Securities and Exchange Commission.
ACTION: Final rules.
SUMMARY: The Securities and Exchange Commission ("Commission")
today is adopting technical amendments to its rules that are
premised on the distribution of paper documents. These
amendments are intended to clarify certain rules in light of the
interpretations set forth in the Commission's October 6, 1995
release (Release No. 33-7233 [60 FR 53458]) regarding the use of
electronic media for the dissemination of issuer-related
information under the federal securities laws ("October
Interpretive Release") and the availability of electronic filings
on the Commission's World Wide Web site.
EFFECTIVE DATE: The amendments will become effective [30 days
after publication in the Federal Register].
FOR FURTHER INFORMATION CONTACT: Joseph P. Babits or James R.
Budge, (202) 942-2910, Division of Corporation Finance; and, with
regard to questions concerning investment companies and
investment advisers, Kathleen K. Clarke, (202) 942-0721, Division
of Investment Management, U.S. Securities and Exchange
Commission, 450 Fifth Street, N.W., Washington, D.C. 20549.
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SUPPLEMENTARY INFORMATION: To clarify certain rules in light of
the interpretations relating to electronic distribution of
securities-related information as set forth in the October
Interpretive Release, the Commission is adopting technical
amendments to the following rules and forms: Rule 200.80,
-[1]- Item 502 of Regulation S-B; -[2]- Item 502 of
Regulation S-K; -[3]- Rule 120 -[4]- of the Securities
Act of 1933 ("Securities Act"); -[5]- Rule 253 of
Regulation A; -[6]- Rule 420 of Regulation C; -[7]-
Rules 481 and 482 of Regulation C; -[8]- Rule 605 of
Regulation E; -[9]- Rule 304 of Regulation S-T; -[10]-
Forms F-7, -[11]- F-8, -[12]- F-9, -[13]- F-10
---------FOOTNOTES----------
-[1]- 17 CFR 200.80.
-[2]- 17 CFR 228.502.
-[3]- 17 CFR 229.502. Two unrelated technical
corrections to Item 601(c) of Regulations S-B and
S-K [17 CFR 228.601(c) and 229.601(c),
respectively] also are included in this release.
-[4]- 17 CFR 230.120.
-[5]- 15 U.S.C. 77a et seq.
-[6]- 17 CFR 230.253.
-[7]- 17 CFR 230.420.
-[8]- 17 CFR 230.481 and 230.482.
-[9]- 17 CFR 230.605.
-[10]- 17 CFR 232.304.
-[11]- 17 CFR 239.37.
-[12]- 17 CFR 239.38.
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-[14]- and F-80; -[15]- Rule 12b-12; -[16]-
Rule 13e-3; -[17]- Rule 13e-4; -[18]- Schedule
13E-4F; -[19]- Rule 14a-3; -[20]- Rule 14a-5;
-[21]- Rule 14a-7; -[22]- Rule 14c-4; -[23]-
Rule 14c-7; -[24]- Rule 14d-5; -[25]- Schedule
14D-1F; -[26]- Schedule 14D-9F; -[27]- under the
Securities Exchange Act of 1934 ("Exchange Act"); -[28]-
and Rule 8b-12; -[29]- Rule 30d-1; -[30]- Rule 30d-2; -[31]-
---------FOOTNOTES----------
-[13]-(...continued)
-[13]- 17 CFR 239.39.
-[14]- 17 CFR 239.40.
-[15]- 17 CFR 239.41.
-[16]- 17 CFR 240.12b-12.
-[17]- 17 CFR 240.13e-3.
-[18]- 17 CFR 240.13e-4.
-[19]- 17 CFR 240.13e-102.
-[20]- 17 CFR 240.14a-3.
-[21]- 17 CFR 240.14a-5.
-[22]- 17 CFR 240.14a-7.
-[23]- 17 CFR 240.14c-4.
-[24]- 17 CFR 240.14c-7.
-[25]- 17 CFR 240.14d-5.
-[26]- 17 CFR 240.14d-102.
-[27]- 17 CFR 240.14d-103.
-[28]- 15 U.S.C. 78a et seq.
-[29]- 17 CFR 270.8b-12.
-[30]- 17 CFR 270.30d-1.
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Form N-1A; -[32]- Form N-2; -[33]- Form N-3;
-[34]- and Form N-4 -[35]- under the Investment
Company Act of 1940 ("Investment Company Act"). -[36]-
I. INTRODUCTION
In its October Interpretive Release, the Commission
recognized the promise of electronic distribution of information
in enhancing investors' ability to access, research, and analyze
information, and in facilitating the provision of information by
issuers and others. -[37]- Acknowledging the wide spectrum
of media available to issuers and others who distribute
securities-related information, as well as the fact that strict
compliance with requirements applicable to printed material may
not be possible in all electronic media, in a companion release,
the Commission proposed for comment technical amendments to rules
---------FOOTNOTES----------
-[31]-(...continued)
-[31]- 17 CFR 270.30d-2.
-[32]- 17 CFR 274.11A.
-[33]- 17 CFR 274.11a-1.
-[34]- 17 CFR 274.11b.
-[35]- 17 CFR 274.11c.
-[36]- 15 U.S.C. 80a-1 et seq.
-[37]- The Commission has issued a second interpretive
release dealing with electronic communication
issues relating to broker-dealers, transfer
agents, and investment advisers. Several
additional examples also were included. See
Release No. 33-7288 (May 9, 1996).
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that were premised on the distribution of paper documents
("Proposing Release"). -[38]-
The Commission received 12 letters of comment on various
issues raised in its October Interpretive Release and Proposing
Release; the majority of commenters focused on the October
Interpretive Release rather than the Proposing Release.
-[39]- Except as noted, the Commission is adopting the
amendments as proposed, -[40]- and certain other technical
rule changes are being made that did not require proposal.
-[41]- The amendments are designed to maintain the intent
---------FOOTNOTES----------
-[38]- Release No. 33-7234 (October 6, 1995) [60 FR
53468].
-[39]- These letters are available for inspection and
copying in the Commission's public reference room
located at 450 Fifth Street, N.W., Washington,
D.C. (File No. S7-31-95).
-[40]- Certain clarifying modifications have been made to
the proposed language of Rule 304(c) of Regulation
S-T and the note to Rule 14d-5.
-[41]- See technical changes to Rule 200.80 of the
Commission's rules relating to organization,
conduct and ethics and information and requests,
Securities Act Rule 120, Item 502 of Regulations
S-K and S-B, and Item 601(c) of Regulations S-K
and S-B, and to the following Investment Company
Act registration statement forms: Form N-1A for
open-end investment companies; Form N-2 for
closed-end companies; Form N-3 for separate
accounts offering variable annuity contracts that
are registered under the Investment Company Act as
management investment companies; and Form N-4 for
separate accounts offering variable annuity
contracts that are registered under the Investment
Company Act as unit investment trusts. The
amendments to Rules 200.80 and 120 relate to
agency organization, procedure or practice;
therefore, publication for notice and comment is
(continued...)
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of the original requirements while allowing flexibility to
issuers and others in the choice of distribution medium.
A. General Formatting Requirements
As proposed, Commission rules that prescribe the physical
appearance of a paper document, such as type size and font
requirements, are being amended to provide that the issuer, when
delivering an electronic version of a document, may comply with
the requirements by presenting the information in a format
readily communicated to investors. Where legends are required to
be printed in red ink or bold-face type, or in a different font
size, the amended rules will allow issuers to satisfy such
requirements by presenting the legends in any manner reasonably
calculated to draw attention to them.
B. Graphic, Image and Audio Information
1. Documents delivered to investors
With respect to documents delivered to investors, the
proposed rules provided that if material graphic, image and audio
information is included in one version of a disclosure document,
but not in other versions, the issuer must include in the other
versions a fair and accurate description or transcript of the
omitted information. The Commission has determined that this
---------FOOTNOTES----------
-[41]-(...continued)
not required under the Administrative Procedure
Act. 5 U.S.C. 553(b). With respect to the
amendments to Regulations S-K and S-B, and to the
Investment Company Act registration statement
forms, the Commission for good cause finds that
publication of these amendments for notice and
comment is unnecessary because they are minor,
technical changes. 5 U.S.C. 553(b).
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language is not necessary to ensure compliance with the federal
securities laws; consequently, the adopted rules do not include
it. Where more than one version of a document is delivered to
investors, each version must contain all information required by,
and otherwise comply with, the requirements of the applicable
form and other provisions of the federal securities laws.
-[42]- The issuer (or other party to whom the law assigns
the responsibility) remains responsible for ensuring that each
version satisfies applicable statutory and regulatory
requirements. -[43]-
2. Documents filed with the Commission
Documents containing video, audio and graphic presentations
currently cannot be filed on the EDGAR system. Where these
presentations are used in documents delivered to investors, Rule
304 of Regulation S-T has always required electronic filers to
provide fair and accurate descriptions of omitted materials in
their EDGAR filings. Rule 304 initially was phrased in terms of
graphic and image material included in "the paper format version"
---------FOOTNOTES----------
-[42]- See Release No. 33-7288 (May 9, 1996), Part IV,
example (7).
-[43]- Differing versions of a document may need to be
filed with the Commission. For example, differing
prospectuses should be filed with the Commission
pursuant to Rule 424 [17 CFR 230.424] or Rule 497
[17 CFR 230.497]. Alternatively, the company may
file with the Commission as an appendix to the
prospectus a fair and accurate description of any
omitted material. As discussed below, graphic,
image and audio material should be described in
EDGAR filings pursuant to Rule 304 of Regulation
S-T.
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of an EDGAR filing. To reflect the possibility of the delivery
of an electronic version that differs from the EDGAR filing, the
Commission is amending Rule 304 to provide that wherever the
"document delivered to investors or others" includes graphic,
image or audio information that cannot be reproduced in an
electronic filing on EDGAR, the EDGAR filing must include a fair
and accurate narrative description, tabular presentation or
transcript of the omitted material. -[44]-
C. Rules Where Mailing Is Identified as a Delivery Method
Certain Commission rules provide that information may be
distributed to investors by mail. While some indicate that
reasonably prompt alternative delivery methods may be used,
-[45]- others specifically require "mailing." These rules
should be read consistently to allow the use of alternative
methods of distribution that are reasonably prompt. These rules
---------FOOTNOTES----------
-[44]- Of course, immaterial differences would not need
to be described. The rule retains the provisions
that all such omitted material is deemed filed as
part of the electronic filing and that copies of
the document as distributed should be retained by
the issuer for a period of five years.
One commenter suggested that rather than require
descriptions, the Commission should allow the filing of
documents in formats that currently are not compatible with
EDGAR. This suggestion fundamentally relates to the design
of the EDGAR system, which currently is being reevaluated by
the staff; any necessary rulemaking related to electronic
filing will be undertaken as modifications to the EDGAR
system are developed and implemented in the future.
-[45]- See e.g., Rule 14d-4(a)(2)(ii) [17 CFR
240.14d-4(a)(2)(ii)].
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are being amended where necessary to reflect this view.
-[46]-
D. Identification of Where Filings Are Available for
Inspection
Rule 200.80 identifies the public reference rooms located in
Washington, D.C. and other designated Regional Offices as the
primary locations where documents filed with the Commission may
be inspected and copied; in addition, Securities Act Rule 120
states that registration statements are available for public
inspection during business hours at Commission headquarters.
Other rules require a registrant that is a reporting company to
include on the inside front cover of a prospectus a statement to
the effect that reports and other information filed by the
registrant may be inspected and copied at the Commission's public
reference rooms. -[47]- The Commission now also makes
electronic filings publicly available on the Internet within 24
hours of acceptance. -[48]- Consequently, the Commission
believes it is appropriate, as a reflection of this agency's
---------FOOTNOTES----------
-[46]- Where the costs of distribution are to be
calculated under the rules, the amendments provide
that methods analogous to those applicable to
mailing should be used where alternative delivery
methods are chosen. In that regard, the proposed
change to Rule 14d-5 has been modified to provide
greater guidance with respect to cost calculation
under that rule.
-[47]- Item 502(a) of Regulations S-K and S-B [17 CFR
229.502(a) and 228.502(a), respectively].
-[48]- See Commission News Release No. 95-195 (September
28, 1995).
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current dissemination procedures and practices, to amend Rules
200.80(c) and 120 to include a statement that electronic filings
are publicly available on the Commission's Web site. -[49]-
The prospectus requirements also have been amended to provide for
the inclusion of a statement that the Commission maintains a Web
site that contains reports, proxy and information statements and
other information regarding registrants that file electronically
with the Commission. -[50]-
The Commission also is amending certain investment company
registration statement forms to provide for inclusion of a
statement on the cover page of prospectuses that the Commission
maintains a Web site that contains the Statement of Additional
Information, material incorporated by reference, and other
information regarding registrants that file electronically with
the Commission. -[51]- This new requirement is limited to
prospectuses disseminated electronically by investment companies
---------FOOTNOTES----------
-[49]- A correction to the cross reference to
confidential treatment rules in Rule 120 also is
being adopted.
-[50]- Item 502(a) of Regulations S-K and S-B. The
Commission's Internet address is
http://www.sec.gov.
-[51]- See amendments to Item 1(a)(iii)(C) of Form N-1A;
Item 1.1.d(C) of Form N-2; Item 1(a)(vi)(C) of
Form N-3; and Item 1(a)(v)(C) of Form N-4. This
new requirement would apply to any prospectus that
is disseminated electronically by an investment
company that is an electronic filer after the
effective date of these rules, but the new
disclosure would not necessitate filing a
prospectus supplement or "stickering" the
prospectus.
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that are electronic filers because it should not impose any
significant additional burden on such registrants to include the
disclosure in those prospectuses. The Commission intends to
propose expanding this requirement to apply to all investment
company prospectuses as part of future amendments to investment
company registration forms.
II. COST-BENEFIT ANALYSIS
Quick and broad access to material information was one of
the fundamental premises upon which the federal securities laws
were adopted, and electronic distribution no doubt will benefit
issuers and investors through cheaper and faster communication of
information. While the Commission expects the increased use of
electronic media to benefit securities markets and investors by
making disclosure available faster and more cheaply, it does not
anticipate that the amendments will, in and of themselves, result
in substantial economic costs or benefits. Those benefits will
be derived from advances in technology, and not from the minor
technical amendments that are the subject of this rulemaking.
III. REGULATORY FLEXIBILITY ACT CERTIFICATION
Pursuant to Section 605(b) of the Regulatory Flexibility
Act, 5 U.S.C. 605(b), the Chairman of the Commission has
certified that the amendments will not have a significant
economic impact on a substantial number of small entities. This
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certification, including the reasons therefor, was attached to
the Proposing Release as Appendix A.
IV. STATUTORY BASES
The amendments to the Commission's rules under the
Securities Act and amendments to the Commission's rules under the
Exchange Act are being made pursuant to Sections 6, 7, 8, 10 and
19(a) of the Securities Act and Sections 3, 4, 10, 12, 13, 14,
15, 16 and 23 of the Exchange Act. The amendments to the
Commission's rules under the Investment Company Act are being
made pursuant to Sections 8(b) and 38(a) under the Investment
Company Act, as amended.
List of Subjects
17 CFR Parts 200, 228, 229, 230, 232, 239, 240, 270 and 274
Reporting and recordkeeping requirements, Securities, and
Investment companies.
TEXT OF THE AMENDMENTS
In accordance with the foregoing, Title 17, chapter II of
the Code of Federal Regulations is amended as follows:
PART 200 -- ORGANIZATION; CONDUCT AND ETHICS; AND INFORMATION
AND REQUESTS
1. The authority citation for Part 200 continues to read in
part as follows:
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Authority: 15 U.S.C. 77s, 78d-1, 78d-2, 78w, 78ll(d), 79t,
77sss, 80a-37, 80b-11, unless otherwise noted.
* * * * *
2. By amending 200.80 by adding paragraph (c)(3), to read
as follows:
200.80 Commission records and information.
* * * * *
(c)(1) * * *
(3) Electronic filings made through the Electronic Data
Gathering, Analysis, and Retrieval system are publicly available
through the Commission's Web site (http://www.sec.gov).
* * * * *
PART 228 -- INTEGRATED DISCLOSURE SYSTEM FOR SMALL BUSINESS
ISSUERS
3. 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.
4. By amending 228.502 by revising paragraph (a)(2) to
read as follows:
228.502 (Item 502) Inside Front and Outside Back Cover Pages of
Prospectus.
* * * * *
(a)(1) * * *
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(2) If the small business issuer is a reporting company,
state that the reports and other information filed by the small
business issuer may be inspected and copied at the public
reference facilities of the Commission in Washington D.C., and at
some of its Regional Offices (include addresses), and that copies
of such material can be obtained from the Public Reference
Section of the Commission, 450 Fifth Street, N.W., Washington
D.C., 20549, at prescribed rates. If the small business issuer
is an electronic filer, state that the Commission maintains a Web
site that contains reports, proxy and information statements and
other information regarding issuers that file electronically with
the Commission and state the address of such site
(http://www.sec.gov); and
* * * * *
5. By amending 228.601(c) by revising the headings "Note 1
to paragraph (c)(1)(vi)" to read "Note 1 to paragraph (c)(1)" and
"Note 2 to paragraph (c)(1)(vi)" to read "Note 2 to paragraph
(c)(1)".
PART 229 -- STANDARD INSTRUCTIONS FOR FILING FORMS UNDER
SECURITIES ACT OF 1933, SECURITIES EXCHANGE ACT OF
1934 AND ENERGY POLICY AND CONSERVATION ACT OF
1975 -- REGULATION S-K
6. 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),
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79e, 79n, 79t, 80a-8, 80a-29, 80a-30, 80a-37, 80b-11, unless
otherwise noted.
* * * * *
7. By amending 229.502 by revising paragraph (a)(2) to
read as follows:
229.502 (Item 502) Inside front and outside back cover pages of
prospectus.
* * * * *
(a) * * *
(2) State that reports (and where the registrant is subject
to sections 14(a) and 14(c) of the Exchange Act, proxy and
information statements) and other information filed by the
registrant can be inspected and copied at the public reference
facilities maintained by the Commission in Washington, D.C., and
at certain of its Regional Offices, and state the current address
of each such facility (see 200.11(b) and 200.80(c) of this
chapter), and that copies of such material can be obtained from
the Public Reference Section of the Commission, 450 Fifth Street,
N.W., Washington, D.C. 20549 at prescribed rates. If the
registrant is an electronic filer, state that the Commission
maintains a Web site that contains reports, proxy and information
statements and other information regarding registrants that file
electronically with the Commission and state the address of such
site (http://www.sec.gov); and
* * * * *
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8. By amending 229.601(c) by revising the heading "Note 1
to paragraph (c)(1)(vi)" to read "Note 1 to paragraph (c)(1)" and
"Note 2 to paragraph (c)(1)(vi)" to read "Note 2 to paragraph
(c)(1)".
PART 230 - GENERAL RULES AND REGULATIONS, SECURITIES ACT OF
1933
9. 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, 78d, 78l, 78m, 78n, 78o, 78w, 78ll(d), 79t, 80a-8, 80a-29,
80a-30, and 80a-37, unless otherwise noted.
* * * * *
10. By revising 230.120 to read as follows:
230.120 Inspection of registration statements.
Except for material contracts or portions thereof accorded
confidential treatment pursuant to 230.406, all registration
statements are available for public inspection, during business
hours, at the principal office of the Commission in Washington,
D.C. Electronic registration statements made through the
Electronic Data Gathering, Analysis, and Retrieval system are
publicly available through the Commission's Web site
(http://www.sec.gov).
11. By amending 230.253 by designating the text of
paragraph (b) after the heading as paragraph (b)(1) and by adding
paragraph (b)(2), to read as follows:
230.253 Offering circular.
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* * * * *
(b) Presentation of information. (1) * * *
(2) Where an offering circular is distributed through an
electronic medium, issuers may satisfy legibility requirements
applicable to printed documents by presenting all required
information in a format readily communicated to investors.
* * * * *
12. By amending 230.420 by designating the text as
paragraph (a) and by adding paragraph (b), to read as follows:
230.420 Legibility of prospectus.
(a) * * *
(b) Where a prospectus is distributed through an electronic
medium, issuers may satisfy legibility requirements applicable to
printed documents, such as paper size, type size and font, bold-
face type, italics and red ink, by presenting all required
information in a format readily communicated to investors, and
where indicated, in a manner reasonably calculated to draw
investor attention to specific information.
13. By amending 230.481 to add paragraph (h) to read as
follows:
230.481 Information required in prospectus.
* * * * *
(h) Where a prospectus is distributed through an electronic
medium, issuers may satisfy legibility requirements applicable to
printed documents, such as paper size, type size and font, bold-
face type, italics and red ink, by presenting all required
information in a format readily communicated to investors, and
==========================================START OF PAGE 18======
where indicated, in a manner reasonably calculated to draw
investor attention to specific information.
14. By amending 230.482 by removing the note following
paragraph (a)(7) and adding a note to paragraph (a)(6), to read
as follows:
230.482 Advertising by an investment company as satisfying
requirements of section 10.
(a) * * *
(6) * * *
Note to paragraph (a)(6). All advertisements made pursuant
to this rule are subject to Rule 420 [17 CFR 230.420].
* * * * *
15. By amending 230.605 by designating the text of
paragraph (c) as paragraph (c)(1) and by adding paragraph (c)(2)
to read as follows:
230.605 Filing and use of the offering circular.
* * * * *
(c)(1) * * *
(2) Where an offering circular is distributed through an
electronic medium, issuers may satisfy legibility requirements
applicable to printed documents by presenting all required
information in a format readily communicated to investors.
* * * * *
PART 232 -- REGULATION S-T -- GENERAL RULES AND REGULATIONS
FOR ELECTRONIC FILINGS
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16. 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.
17. By amending 232.304 by revising the section heading,
paragraphs (a), (b)(1), and (c) to read as follows:
232.304 Graphic, image and audio material.
(a) If a filer includes graphic, image or audio material in
a document delivered to investors and others that cannot be
reproduced in an electronic filing, the electronically filed
version of that document shall include a fair and accurate
narrative description, tabular representation or transcript of
the omitted material. Such descriptions, representations or
transcripts may be included in the text of the electronic filing
at the point where the graphic, image or audio material is
presented in the delivered version, or they may be listed in an
appendix to the electronic filing. Immaterial differences
between the delivered and electronically filed versions, such as
pagination, color, type size or style, or corporate logo need not
be described.
(b)(1) The graphic, image and audio material in the version
of a document delivered to investors and others shall be deemed
part of the electronic filing and subject to the liability and
anti-fraud provisions of the federal securities laws.
==========================================START OF PAGE 20======
(2) * * *
(c) An electronic filer shall retain for a period of five
years a copy of each publicly distributed document, in the format
used, that contains graphic, image or audio material where such
material is not included in the version filed with the
Commission. The five-year period shall commence as of the filing
date, or the date that appears on the document, whichever is
later. Upon request, an electronic filer shall furnish to the
Commission or its staff a copy of any or all of the documents
contained in the file.
* * * * *
PART 239 -- FORMS PRESCRIBED UNDER THE SECURITIES ACT OF 1933
18. 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, 79q, 79t, 80a-8, 80a-29, 80a-30 and 80a-37, unless
otherwise noted.
* * * * *
19. By amending Form F-7 (referenced in 239.37) by adding
a note to Part I, Item 2, to read as follows:
Note -- The text of Form F-7 does not, and this amendment
will not, appear in the Code of Federal Regulations.
Form F-7
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
* * * * *
==========================================START OF PAGE 21======
PART I
INFORMATION REQUIRED TO BE SENT TO SHAREHOLDERS
* * * * *
Item 2. Information Legends
* * * * *
Note to Item 2. If the home-jurisdiction document(s) are
delivered through an electronic medium, the issuer may satisfy
the legibility requirements for the required legends relating to
type size and font by presenting the legends in any manner
reasonably calculated to draw investor attention to it.
* * * * *
20. By amending Form F-8 (referenced in 239.38) by adding
a note to Part I, Item 2, to read as follows:
Note -- The text of Form F-8 does not, and this amendment
will not, appear in the Code of Federal Regulations.
Form F-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
* * * * *
PART I
INFORMATION REQUIRED TO BE DELIVERED TO OFFEREES OR PURCHASERS
* * * * *
Item 2. Informational Legends
* * * * *
Note to Item 2. If the home-jurisdiction document(s) are
delivered through an electronic medium, the issuer may satisfy
the legibility requirements for the required legends relating to
==========================================START OF PAGE 22======
type size and font by presenting the legends in any manner
reasonably calculated to draw investor attention to it.
* * * * *
21. By amending Form F-9 (referenced in 239.39) by adding
a note to Part I, Item 2, to read as follows:
Note -- The text of Form F-9 does not, and this amendment
will not, appear in the Code of Federal Regulations.
Form F-9
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
* * * * *
PART I
INFORMATION REQUIRED TO BE DELIVERED TO OFFEREES OR PURCHASERS
* * * * *
Item 2. Informational Legends
* * * * *
Note to Item 2. If the home-jurisdiction document(s) are
delivered through an electronic medium, the issuer may satisfy
the legibility requirements for the required legends relating to
type size and font by presenting the legends in any manner
reasonably calculated to draw investor attention to it.
* * * * *
22. By amending Form F-10 (referenced in 239.40) by adding
a note to Part I, Item 3, to read as follows:
Note -- The text of Form F-10 does not, and this amendment
will not, appear in the Code of Federal Regulations.
Form F-10
==========================================START OF PAGE 23======
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
* * * * *
PART I
INFORMATION REQUIRED TO BE DELIVERED TO OFFEREES OR PURCHASERS
* * * * *
Item 3. Informational Legends
* * * * *
Note to Item 3. If the home-jurisdiction document(s) are
delivered through an electronic medium, the issuer may satisfy
the legibility requirements for the required legends relating to
type size and font by presenting the legends in any manner
reasonably calculated to draw investor attention to it.
* * * * *
23. By amending Form F-80 (referenced in 239.41) by adding
a note to Part I, Item 2, to read as follows:
Note -- The text of Form F-80 does not, and this amendment
will not, appear in the Code of Federal Regulations.
Form F-80
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
* * * * *
PART I
INFORMATION REQUIRED TO BE DELIVERED TO OFFEREES OR PURCHASERS
* * * * *
Item 2. Informational Legends
* * * * *
==========================================START OF PAGE 24======
Note to Item 2. If the home-jurisdiction document(s) are
delivered through an electronic medium, the issuer may satisfy
the legibility requirements for the required legends relating to
type size and font by presenting the legends in any manner
reasonably calculated to draw investor attention to it.
* * * * *
PART 240 - GENERAL RULES AND REGULATIONS, SECURITIES EXCHANGE
ACT OF 1934
24. 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.
* * * * *
25. The authority citation following 240.14d-5 is removed.
26. By amending 240.12b-12 by adding paragraph (e) to read
as follows:
240.12b-12 Requirements as to paper, printing and language.
* * * * *
(e) Where a statement or report is distributed to investors
through an electronic medium, issuers may satisfy legibility
requirements applicable to printed documents, such as paper size
and type size and font, by presenting all required information in
a format readily communicated to investors.
27. By amending 240.13e-3 by designating the instructions
to paragraph (e)(3) immediately following paragraph (e)(3)(ii)(B)
==========================================START OF PAGE 25======
as "Instructions to paragraph (e)(3)" and by adding instruction 3
thereto, to read as follows:
240.13e-3 Going private transactions by certain issuers
or their affiliates.
* * * * *
(e)(3) * * *
Instructions to paragraph (e)(3).
1. * * *
2. * * *
3. If the information delivered to security holders is
distributed through an electronic medium and the legend required
by paragraph (e)(3)(ii) is included, issuers may satisfy the
legibility requirement relating to type size and font by
presenting the legend in any manner reasonably calculated to draw
security holder attention to it.
* * * * *
28. By amending 240.13e-4 by revising paragraph
(e)(1)(ii)(A), to read as follows:
240.13e-4 Tender offers by issuers.
* * * * *
(e) * * *
(1) * * *
(ii) * * *
(A) By mailing or otherwise furnishing promptly the
statement required by paragraph (d)(1) of this section to each
==========================================START OF PAGE 26======
security holder whose name appears on the most recent shareholder
list of the issuer;
* * * * *
29. By amending Schedule 13E-4F (240.13e-102) by adding a
note to Item 2 of Part I, to read as follows:
240.13e-102 Schedule 13E-4F. Tender offer statement pursuant
to section 13(e)(1) of the Securities Exchange Act
of 1934 and 240.13e-4 thereunder.
* * * * *
Part I -- Information Required to Be Sent to Shareholders
* * * * *
Item 2. * * *
Note to Item 2.
If the home jurisdiction document(s) are delivered through
an electronic medium, the issuer may satisfy the legibility
requirements for the required legends relating to type size and
fonts by presenting the legend in any manner reasonably
calculated to draw security holder attention to it.
* * * * *
30. By amending 240.14a-3 by designating the text of
paragraph (b)(2) as (b)(2)(i) and by adding paragraph (b)(2)(ii),
to read as follows:
240.14a-3 Information to be furnished to security holders.
* * * * *
(b) * * *
(2)(i) * * *
==========================================START OF PAGE 27======
(ii) Where the annual report to security holders is
delivered through an electronic medium, issuers may satisfy
legibility requirements applicable to printed documents, such as
type size and font, by presenting all required information in a
format readily communicated to investors.
* * * * *
31. By amending 240.14a-5 by designating the text of
paragraph (d) as paragraph (d)(1) and by adding paragraph (d)(2),
to read as follows:
240.14a-5 Presentation of information in proxy statement.
* * * * *
(d)(1) * * *
(2) Where a proxy statement is delivered through an
electronic medium, issuers may satisfy legibility requirements
applicable to printed documents, such as type size and font, by
presenting all required information in a format readily
communicated to investors.
* * * * *
32. By amending 240.14a-7 by adding a note at the end of
the section, to read as follows:
240.14a-7 Obligations of registrants to provide a list
of, or mail soliciting material to, security
holders.
* * * * *
Note to 240.14a-7. Reasonably prompt methods of distribution to
security holders may be used instead of mailing. If an
alternative distribution method is chosen, the costs of that
==========================================START OF PAGE 28======
method should be considered where necessary rather than the costs
of mailing.
33. By amending 240.14c-4 by adding paragraph (d), to read
as follows:
240.14c-4 Presentation of information in information
statement.
* * * * *
(d) Where an information statement is delivered through an
electronic medium, issuers may satisfy legibility requirements
applicable to printed documents, such as type size and font, by
presenting all required information in a format readily
communicated to investors.
34. By amending 240.14c-7 by revising paragraph (c), to
read as follows:
240.14c-7 Providing copies of material for certain
beneficial owners.
* * * * *
(c) A registrant, at its option, may send by mail or other
equally prompt means, its annual report to security holders to
the beneficial owners whose identifying information is provided
by record holders and respondent banks, pursuant to
240.14b-1(b)(3) and 240.14b-2(b)(4)(ii) and (iii), provided
that such registrant notifies the record holders and respondent
banks at the time it makes the inquiry required by paragraph (a)
of this section that the registrant will send the annual report
to security holders to the beneficial owners so identified.
==========================================START OF PAGE 29======
* * * * *
35. By amending 240.14d-5 by adding a note at the end of
the section, to read as follows:
240.14d-5 Dissemination of certain tender offers by the use
of stockholder lists and security position
listings.
* * * * *
Note to 240.14d-5. Reasonably prompt methods of distribution to
security holders may be used instead of mailing. If alternative
methods are chosen, the approximate direct costs of distribution
shall be computed by adding the estimated direct costs of
preparing the document for distribution through the chosen medium
(including updating of shareholder lists) plus the estimated
reasonable cost of distribution through that medium. Direct
costs incidental to the distribution of tender offer materials
and amendments thereto may include all reasonable charges paid by
the subject company to third parties for supplies or services,
including costs attendant to preparing shareholder lists,
handling the bidder's materials, and contacting participants
named on security position listings, but shall not include
indirect costs, such as employee time which is devoted to either
contesting or supporting the tender offer on behalf of the
subject company.
36. By amending Schedule 14D-1F (240.14d-102) by adding a
note to Item 2 of Part I, to read as follows:
240.14d-102 Schedule 14D-1F. Tender offer statement pursuant
to rule 14d-1(b) under the Securities Exchange Act
of 1934.
==========================================START OF PAGE 30======
* * * * *
PART I -- INFORMATION REQUIRED TO BE SENT TO SHAREHOLDERS
* * * * *
Item 2. Informational Legends
* * * * *
Note to Item 2.
If the home-jurisdiction document(s) are delivered through
an electronic medium, the issuer may satisfy the legibility
requirements for the required legends relating to type size and
font by presenting the legend in any manner reasonably calculated
to draw security holder attention to it.
* * * * *
37. By amending Schedule 14D-9F (240.14d-103) by adding a
note to Item 2 of Part I, to read as follows:
240.14d-103 Schedule 14D-9F. Solicitation/recommendation
statement pursuant to section 14(d)(4) of the
Securities Exchange Act of 1934 and rules 14d-1(b)
and 14e-2(c) thereunder.
* * * * *
Part I -- Information Required to Be Sent to Shareholders
* * * * *
Item 2. Informational Legends
* * * * *
Note to Item 2.
If the home jurisdiction document(s) are delivered through
an electronic medium, the issuer may satisfy the legibility
requirements for the required legends relating to type size and
==========================================START OF PAGE 31======
font by presenting the legend in any manner reasonably calculated
to draw security holder attention to it.
* * * * *
PART 270 -- GENERAL RULES AND REGULATIONS, INVESTMENT COMPANY
ACT OF 1940
38. The authority citation for Part 270 continues to read,
in part, as follows:
AUTHORITY: 15 U.S.C. 80a-1 et seq., 80a-37, 80a-39, unless
other otherwise noted;
* * * * *
39. The authority citations following 270.8b-12 are
removed.
40. By amending 270.8b-12 by adding paragraph (f) to read
as follows:
270.8b-12 Requirements as to paper, printing and language.
* * * * *
(f) Where a registration statement or report is distributed
through an electronic medium, issuers may satisfy legibility
requirements applicable to printed documents, such as paper size,
type size and font, bold-face type, italics and red ink, by
presenting all required information in a format readily
communicated to investors, and where indicated, in a manner
reasonably calculated to draw investor attention to specific
information.
41. By amending 270.30d-1 by revising the word "mailed" in
paragraph (c) to read "transmitted", revising the word "mailed"
==========================================START OF PAGE 32======
in the last sentence of paragraph (d)(2) to read "transmitted",
and revising the word "mailed" in paragraph (e) to read
"transmitted".
42. By amending 270.30d-2 by removing from the first
sentence the phrase "by mail, postage prepaid,"; and in the
second sentence, by revising the word "mailed" to read
"transmitted" and by revising the word "mailing" to read
"transmitting".
PART 239 -- FORMS PRESCRIBED UNDER THE SECURITIES ACT OF 1933
PART 274 -- FORMS PRESCRIBED UNDER THE INVESTMENT COMPANY ACT
OF 1940
43. The authority citation for Part 274 continues to read
as follows:
AUTHORITY: 15 U.S.C. 77f, 77g, 77h, 77j, 77s, 78c(b), 78l,
78m, 78n, 78o(d), 80a-8, 80a-24, and 80a-29, unless otherwise
noted.
44. By amending Part A, Information Required in a
Prospectus, Item 1(a)(iii) of Form N-1A (referenced in 239.15A
and 274.11A) by adding a sentence to the end of the parenthetical
following paragraph (C) to read as follows:
[Note: The text of Form N-1A does not and these amendments
will not appear in the Code of Federal Regulations.]
Form N-1A
* * * * *
==========================================START OF PAGE 33======
PART A
INFORMATION REQUIRED IN A PROSPECTUS
Item 1. Cover Page
(a) * * *
(iii) * * *
(C) * * * (* * * If the Registrant intends to
disseminate its prospectus electronically and is an electronic
filer, also include the information that the Commission maintains
a Web site (http://www.sec.gov) that contains the Statement of
Additional Information, material incorporated by reference, and
other information regarding registrants that file electronically
with the Commission.);
* * * * *
45. By amending Part A, Information Required in a
Prospectus, Item 1.1.d of Form N-2 (referenced in 239.14 and
274.11a-1) by adding a sentence at the end of the parenthetical
following paragraph (C) to read as follows:
[Note: The text of Form N-2 does not and these amendments
will not appear in the Code of Federal Regulations.]
Form N-2
* * * * *
Part A-INFORMATION REQUIRED IN A PROSPECTUS
Item 1. Outside Front Cover
1. * * *
d. * * *
==========================================START OF PAGE 34======
(C) * * * (* * * If the Registrant intends to
disseminate its prospectus electronically and is an electronic
filer, also include the information that the Commission maintains
a Web site (http://www.sec.gov) that contains the Statement of
Additional Information, material incorporated by reference, and
other information regarding registrants that file electronically
with the Commission.);
* * * * *
46. By amending Part A, Information Required in a
Prospectus, Item 1(a)(vi) of Form N-3 (referenced in 239.17a
and 274.11b) by adding a sentence at the end of the parenthetical
following paragraph (C) to read as follows:
[Note: The text of Form N-3 does not and these amendments
will not appear in the Code of Federal Regulations.]
Form N-3
* * * * *
Part A
INFORMATION REQUIRED IN A PROSPECTUS
Item 1. Cover Page
(a) * * *
(vi) * * *
(C) * * * (* * * If the Registrant intends to
disseminate its prospectus electronically and is an electronic
filer, also include the information that the Commission maintains
a Web site (http://www.sec.gov) that contains the Statement of
==========================================START OF PAGE 35======
Additional Information, material incorporated by reference, and
other information regarding registrants that file electronically
with the Commission.);
* * * * *
47. By amending Part A, Information Required in a
Prospectus, Item 1(a)(v) of Form N-4 (referenced in 239.17b and
274.11c) by adding a sentence at the end of the parenthetical
following paragraph (C) to read as follows:
[Note: The text of Form N-4 does not and these amendments
will not appear in the Code of Federal Regulations.]
Form N-4
* * * * *
Part A
INFORMATION REQUIRED IN A PROSPECTUS
Item 1. Cover Page
(a) * * *
(v) * * *
(C) * * * (* * * If the Registrant intends to
disseminate its prospectus electronically and is an electronic
filer, also include the information that the Commission maintains
a Web site (http://www.sec.gov) that contains the Statement of
Additional Information, material incorporated by reference, and
other information regarding registrants that file electronically
with the Commission.);
* * * * *
==========================================START OF PAGE 36======
By the Commission.
Jonathan G. Katz
Secretary
Dated: May 9, 1996