SEC Provides Guidance for Filers Reporting Pension Fund Blackout Periods, Non-GAAP Financial Data


Washington, D.C., March 27, 2003 — The Securities and Exchange Commission today issued a statement providing interim guidance regarding the filing of newly required information on the Electronic Data Gathering, Analysis and Retrieval (EDGAR) system.

The filings, required under rules adopted by the Commission on Jan. 22, were to be made as new items of Form 8-K. New Item 11 requires a registrant to provide public notice of a pension fund blackout period. New Item 12 requires a registrant to furnish specified disclosure when the registrant, or any person acting on its behalf, makes any public announcement or release disclosing material non-public information regarding the registrant's results of operations or financial condition for a completed quarterly or annual fiscal period, such as an earnings release.

Because the necessary programming to add Items 11 and 12 of Form 8-K to the EDGAR system is not yet complete, registrants should continue to disclose the information required by Item 11 under Item 5 (Other Information) of Form 10-Q or 10-QSB in the first quarterly report filed by the registrant after commencement of the blackout period.

Registrants should furnish the information required by Item 12 under Item 9 (Regulation FD Disclosure) of Form 8-K. A registrant must furnish the information within five business days after the occurrence of an event specified in Item 12. Information provided under Item 12 also may be required to be provided under the requirements of Regulation FD; in this case, any earlier deadline for Item 9 under Regulation FD would apply.

This interim guidance will remain in effect until the Commission announces that the EDGAR system permits registrants to file or furnish information using the Item 11 and 12 designations. The Commission will issue a statement and post it on the Commission's Web site to announce this date as soon as it becomes known.

The statement issued today is on the Commission's Web site.

For further information, registrants should contact Special Counsel Andrew Thorpe regarding the Form 8-K Item 11 information, or Special Counsel Joseph Babits regarding the Form 8-K Item 12 information, at (202) 942-2910, Division of Corporation Finance.

  Additional materials: Final Rule Release No. 33-8216