Use of Electronic Media for Delivery Purposes

[[Page 24652]]

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 rule.

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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 June 14, 1996.

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.

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 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 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

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\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.

\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.

\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.

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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 that were premised on the distribution of paper documents

(``Proposing Release'').38

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\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).

\38\ Release No. 33-7234 (October 6, 1995) [60 FR 53468].

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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 of

the original requirements while allowing flexibility to issuers and

others in the choice of distribution medium.

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\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 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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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.

[[Page 24653]]

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 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

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\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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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'' 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

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\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.

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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 are being amended where

necessary to reflect this view.46

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\45\ See e.g., Rule 14d-4(a)(2)(ii) [17 CFR 240.14d-

4(a)(2)(ii)].

\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.

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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 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

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\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).

\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.

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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 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.

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\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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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.

[[Page 24654]]

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 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

Investment companies, Reporting and recordkeeping requirements,

Securities.

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:

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 Sec. 200.80 by adding paragraph (c)(3), to read as

follows:

Sec. 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 Sec. 228.502 by revising paragraph (a)(2) to read as

follows:

Sec. 228.502 (Item 502) Inside front and outside back cover pages of

prospectus.

* * * * *

(a)(1) * * *

(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

* * * * *

Sec. 228.601 [Amended]

5. By amending Sec. 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), 79e, 79n,

79t, 80a-8, 80a-29, 80a-30, 80a-37, 80b-11, unless otherwise noted.

* * * * *

7. By amending Sec. 229.502 by revising paragraph (a)(2) to read as

follows:

Sec. 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

Secs. 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

* * * * *

229.601 [Amended]

8. By amending Sec. 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 Sec. 230.120 to read as follows:

Sec. 230.120 Inspection of registration statements.

Except for material contracts or portions thereof accorded

confidential treatment pursuant to Sec. 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 Sec. 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:

Sec. 230.253 Offering circular.

* * * * *

[[Page 24655]]

(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 Sec. 230.420 by designating the text as paragraph

(a) and by adding paragraph (b), to read as follows:

Sec. 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 Sec. 230.481 to add paragraph (h) to read as

follows:

Sec. 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 where indicated, in a manner

reasonably calculated to draw investor attention to specific

information.

14. By amending Sec. 230.482 by removing the note following

paragraph (a)(7) and adding a note to paragraph (a)(6), to read as

follows:

Sec. 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 Sec. 230.605 by designating the text of paragraph

(c) as paragraph (c)(1) and by adding paragraph (c)(2) to read as

follows:

Sec. 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

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 Sec. 232.304 by revising the section heading,

paragraphs (a), (b)(1), and (c) to read as follows:

Sec. 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.

(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 Sec. 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

* * * * *

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 Sec. 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 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 Sec. 239.39) by adding a

note to Part I, Item 2, to read as follows:

[[Page 24656]]

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 Sec. 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

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 Sec. 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

* * * * *

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 Sec. 240.14d-5 is removed.

26. By amending Sec. 240.12b-12 by adding paragraph (e) to read as

follows:

Sec. 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 Sec. 240.13e-3 by designating the instructions to

paragraph (e)(3) immediately following paragraph (e)(3)(ii)(B) as

``Instructions to paragraph (e)(3)'' and by adding instruction 3

thereto, to read as follows:

Sec. 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 Sec. 240.13e-4 by revising paragraph (e)(1)(ii)(A),

to read as follows:

Sec. 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 security holder

whose name appears on the most recent shareholder list of the issuer;

* * * * *

29. By amending Schedule 13E-4F (Sec. 240.13e-102) by adding a note

to Item 2 of Part I, to read as follows:

Sec. 240.13e-102 Schedule 13E-4F. Tender offer statement pursuant to

section 13(e)(1) of the Securities Exchange Act of 1934 and

Sec. 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 Sec. 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:

Sec. 240.14a-3 Information to be furnished to security holders.

* * * * *

(b) * * *

(2)(i) * * *

(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 Sec. 240.14a-5 by designating the text of paragraph

(d) as paragraph (d)(1) and by adding paragraph (d)(2), to read as

follows:

Sec. 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.

* * * * *

[[Page 24657]]

32. By amending Sec. 240.14a-7 by adding a note at the end of the

section, to read as follows:

Sec. 240.14a-7 Obligations of registrants to provide a list of, or

mail soliciting material to, security holders.

* * * * *

Note to Sec. 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

method should be considered where necessary rather than the costs of

mailing.

33. By amending Sec. 240.14c-4 by adding paragraph (d), to read as

follows:

Sec. 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 Sec. 240.14c-7 by revising paragraph (c), to read

as follows:

Sec. 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 Sec. 240.14b-1(b)(3) and Sec. 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.

* * * * *

35. By amending Sec. 240.14d-5 by adding a note at the end of the

section, to read as follows:

Sec. 240.14d-5 Dissemination of certain tender offers by the use of

stockholder lists and security position listings.

* * * * *

Note to Sec. 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 (Sec. 240.14d-102) by adding a note

to Item 2 of Part I, to read as follows:

Sec. 240.14d-102 Schedule 14D-1F. Tender offer statement pursuant to

rule 14d-1(b) under the Securities Exchange Act of 1934.

* * * * *

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 (Sec. 240.14d-103) by adding a note

to Item 2 of Part I, to read as follows:

Sec. 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 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 Sec. 270.8b-12 are removed.

40. By amending Sec. 270.8b-12 by adding paragraph (f) to read as

follows:

Sec. 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.

Sec. 270.30d-1 [Amended]

41. By amending Sec. 270.30d-1 by revising the word ``mailed'' in

paragraph (c) to read ``transmitted'', revising the word ``mailed'' in

the last sentence of paragraph (d)(2) to read ``transmitted'', and

revising the word ``mailed'' in paragraph (e) to read ``transmitted''.

Sec. 270.30d-2 [Amended]

42. By amending Sec. 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 Secs. 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

* * * * *

PART A

INFORMATION REQUIRED IN A PROSPECTUS

Item 1. Cover Page

(a) * * *

[[Page 24658]]

(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 Secs. 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. * * *

(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 Secs. 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 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 Secs. 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.);

* * * * *

By the Commission.

Dated: May 9, 1996.

Margaret H. McFarland,

Deputy Secretary.

[FR Doc. 96-12177 Filed 5-14-96; 8:45 am]

BILLING CODE 8010-01-P