[Federal Register Volume 65, Number 82 (Thursday, April 27, 2000)]
[Rules and Regulations]
[Pages 24788-24803]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 00-10501]



[[Page 24787]]

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Part V





Securities and Exchange Commission





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17 CFR Part 228, et al.



Rulemaking for EDGAR Systems; Final Rule

Federal Register / Vol. 65, No. 82 / Thursday, April 27, 2000 / Rules 
and Regulations

[[Page 24788]]


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SECURITIES AND EXCHANGE COMMISSION

17 CFR Parts 228, 229, 230, 232, 239, 240, 249, 250, 259, 260, 269, 
270, and 274

[Release Nos. 33-7855; 34-42712; 35-27172; 39-2384; IC-24400 File No. 
S7-05-00]
RIN 3235-AH79


Rulemaking for EDGAR System

AGENCY: Securities and Exchange Commission.

ACTION: Final rule.

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SUMMARY: We are modernizing our Electronic Data Gathering, Analysis, 
and Retrieval (EDGAR) system. We are implementing the next stage of 
modernization (EDGAR Release 7.0) for filers to begin using on May 30 
of this year. In this release, we are adopting amendments to our rules 
to reflect changes to filing requirements that result from our 
implementation of EDGAR Release 7.0 as well as certain other changes to 
clarify or update the rules. We address in today's release the 
following new features and changes we are implementing with EDGAR 
Release 7.0, along with a modernized version of EDGARLink: inclusion of 
graphic and image files in HTML filings; expanded use of hyperlinks in 
HTML filings; and the addition of the Internet, and removal of 
diskettes, as a means of transmitting filings to the EDGAR system. We 
also are eliminating the requirement for filers to submit Financial 
Data Schedules, with a deferred effective date of January 1, 2001. We 
will continue to support the old EDGARLink filing method until at least 
November 1, 2000. Until that date, filers may continue to use the old 
EDGARLink. Filers using the old EDGARLink will not be able to take 
advantage of the system's new features.

DATES: These rules are effective on May 30, 2000 and apply to filings 
submitted on or after that date, except for the following:
    1. The amendments to Secs. 230.110(b), 232.12(b), 240.0-2(b), 
250.21(b)(1), 260.0-5(b), and Form ET (referenced in Secs. 239.62, 
249.445, 259.601, 269.6 and 274.401) which are not effective until July 
10, 2000.
    These provisions relate to the removal of diskettes as an available 
means of transmitting filings to the EDGAR system. Transmissions 
submitted on diskette on or after July 10, 2000 will not be accepted.
    2. The amendments to Secs. 228.601, 229.601, 230.483(e), 
232.105(a), 232.303(a)(4), the undesignated center heading preceding 
Secs. 232.401 and 232.402, Secs. 232.401, 232.402, Forms S-2, S-3, and 
S-8 (referenced in Secs. 239.12, 239.13, and 239.16b respectively), and 
Forms U5S, U-1, U-13-60, and U-3A-2 (referenced in Secs. 259.5s, 
259.101, 259.313, and 259.402 respectively), Secs. 270.8b-2, 270.8b-23, 
270.8b-32, and Form N-SAR (referenced in Sec. 274.101) which are not 
effective until January 1, 2001.
    These provisions relate to the requirement to submit Financial Data 
Schedules. Filings due before January 1, 2001, regardless of when they 
are submitted, are subject to these provisions. Filings due and 
submitted after January 1, 2001 are not subject to these provisions.

FOR FURTHER INFORMATION CONTACT: If you have questions about the rules, 
please contact one of the following members of our staff: in the 
Division of Investment Management, Ruth Armfield Sanders, Senior 
Special Counsel, or Shaswat K. Das, Attorney, (202) 942-0978; and in 
the Division of Corporation Finance, Carol P. Newman Weiss, Accountant, 
(202) 942-2940. If you have questions about the development of the 
modernized EDGAR system, please contact Richard D. Heroux, EDGAR 
Program Manager, (202) 942-8885, in the Office of Information 
Technology.

SUPPLEMENTARY INFORMATION: Today we are amending the following rules 
relating to electronic filing on the EDGAR system: Item 601 of 
Regulation S-B \1\ under the Securities Act of 1933 (Securities Act); 
\2\ Item 601 of Regulation S-K \3\ under the Securities Act; Rules 110 
and 483 \4\ under the Securities Act; Forms S-2, S-3, and S-8 \5\ under 
the Securities Act; Rules 11, 12, 103, 104, 105, 302, 303, 304, 311 and 
501 of Regulation S-T; \6\ Rule 0-2 \7\ under the Exchange Act of 1934 
(Exchange Act); \8\ Rule 21 \9\ and Forms U5S, U-1, U-13-60 and U-3A-2 
\10\ under the Public Utility Holding Company Act of 1935 (Public 
Utility Act); \11\ Rule 0-5 \12\ under the Trust Indenture Act of 1939 
(Trust Indenture Act); \13\ Rules 8b-2, 8b-23, and 8b-32 \14\ and Form 
N-SAR \15\ under the Investment Company Act of 1940 (Investment Company 
Act); \16\ and Form ET \17\ under the Securities Act, the Exchange Act, 
the Public Utility Act, the Trust Indenture Act, and the Investment 
Company Act. We are also removing the following rules from Regulation 
S-T: Rules 401 and 402.\18\
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    \1\ 17 CFR 228.601.
    \2\ 15 U.S.C. 77a et seq.
    \3\ 17 CFR 229.601.
    \4\ 17 CFR 230.110 and 230.483.
    \5\ 17 CFR 239.12, 239.13, and 239.16b.
    \6\ 17 CFR 232.11, 232.12, 232.103, 232.104, 232.105, 232.302, 
232.303, 232.304, 232.311 and 232.501.
    \7\ 17 CFR 240.0-2.
    \8\ 15 U.S.C. 78a, et seq.
    \9\ 17 CFR 250.21.
    \10\ 17 CFR 259.5s, 259.101, 259.313 and 259.402.
    \11\ 15 U.S.C. 79a, et seq.
    \12\ 17 CFR 260.0-5.
    \13\ 15 U.S.C. 77sss, et seq.
    \14\ 17 CFR 270.8b-2, 270.8b-23 and 270.8b-32.
    \15\ 17 CFR 274.101.
    \16\ 15 U.S.C. 80a-1 et seq.
    \17\ 17 CFR 239.62, 249.445, 259.601, 269.6 and 274.401.
    \18\ 17 CFR 232.401 and 232.402.
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    EDGAR Release 7.0 includes the following new features and changes 
that we address in the amendments today:
    <bullet> The ability to include graphic and image files in HTML 
filings;
    <bullet> The expanded ability to use hyperlinks in HTML filings, 
including links between documents within a submission and to previously 
filed documents on our public web site EDGAR database at www.sec.gov;
    <bullet> The addition of the Internet, and removal of diskettes, as 
an available means of transmitting filings to the EDGAR system; and
    <bullet> The removal of the requirement to submit Financial Data 
Schedules.

I. Modernization of EDGAR

A. Background

    In 1984, we initiated the EDGAR system to automate the receipt, 
processing, and dissemination of documents required to be filed with us 
under the Securities Act, the Exchange Act, the Public Utility Act, the 
Trust Indenture Act, and the Investment Company Act. Since 1996, we 
have required all domestic public companies to make their filings 
electronically through the EDGAR system, absent an exemption. EDGAR 
filings are disseminated electronically and displayed on our web site 
at http://www.sec.gov. The EDGAR system's broad and rapid dissemination 
benefits the public by allowing investors and others to obtain 
information rapidly in electronic format. Electronic format is easy to 
search and lends itself readily to financial analysis, using 
spreadsheets and other methods.
    Recent technological advances, most notably the rapidly expanding 
use of the Internet, have led to unprecedented changes in the means 
available to corporations, government agencies, and the investing 
public to obtain and disseminate information. Today many companies, 
regardless of size, make information available to the public through 
Internet web sites. On those sites and through links from one web

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site to others, individuals may obtain a vast amount of information in 
a matter of seconds. Advanced data presentation methods using audio, 
video, and graphic and image material are now available through even 
the most inexpensive personal computers or laptops.
    Last year, we adopted rules to begin the modernization of the EDGAR 
system to accommodate some of the changes in technology occurring since 
the system was developed.\19\ On June 28, 1999, we began allowing 
filers to submit documents to EDGAR in HyperText Markup Language (HTML) 
format \20\ and to accompany their required filings with unofficial 
copies in Portable Document Format (PDF). On March 3 of this year, we 
issued a release proposing rule changes to implement the next stage of 
EDGAR modernization.\21\ Today we are adopting those rule changes 
substantially as proposed. The only changes from the proposal are:
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    \19\ On March 10, 1999, we issued a release proposing amendments 
to our rules to reflect initial changes to filing requirements 
resulting from EDGAR modernization, as well as certain other changes 
to clarify or update the rules. See Rulemaking for EDGAR System, 
Release Nos. 33-7653; 34-41150; IC-23735 (Mar. 10, 1999) [64 FR 
12908] (the 1999 proposing release). On May 17, 1999, we adopted 
these amendments substantially as proposed. See Rulemaking for EDGAR 
System, Release Nos. 33-7684; 34-41410; IC-23843 (May 17, 1999) [64 
FR 27888] (the 1999 adopting release).
    \20\ We continue to allow filers to submit documents in the 
text-based American Standard Code for Information Interchange 
(ASCII) format.
    \21\ Rulemaking for EDGAR System, Release Nos. 33-7803; 34-
42462; 35-27142; 39-2382; IC-24319 (Mar. 3, 2000) [65 FR 11507] (the 
2000 proposing release).
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    <bullet> Deferred effective dates for the elimination of diskettes 
and Financial Data Schedules; and
    <bullet> Increased flexibility in the form of unofficial PDF copies 
of correspondence that filers may submit by removing the proposed 
limitation that these correspondence documents be restricted to 
redlined copies of filings, as discussed below.
    In response to our request for comments in both proposing releases, 
we received a number of comment letters with suggestions concerning the 
evolving EDGAR system. We appreciate the need to balance the competing 
interests of these parties in order to have a system that adequately 
addresses the fundamental needs of each. We appreciate these comments 
and will continue to consider them in connection with future planning 
for the system and rulemaking related to all stages of EDGAR 
modernization, taking into consideration the varying interests of 
filers, filing agents, disseminators, and public users of the EDGAR 
database.\22\ We discuss commenters' views on some of the proposals 
below.
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    \22\ You may read and copy comment letters submitted in response 
to our 2000 and 1999 proposing releases in our Public Reference 
Room, 450 Fifth Street, N.W., Washington, D.C. 20549 in File Nos. 
S7-05-00 and S7-9-99, respectively. You also may read the comment 
letters that were submitted electronically on our web site (http://www.sec.gov).
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    We also solicited commenters' views on future proposals to broaden 
types of filings we accept on the EDGAR system \23\ and whether we 
should require other filings to be mandated EDGAR filings.\24\ We 
received a number of divergent comments in response, and we will 
consider these commenters' views in connection with our future 
rulemaking in these areas.
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    \23\ We requested comment on whether we should mandate, or at 
least permit, the EDGAR submission of offerings exempt from 
registration under the Securities Act (including filings made 
pursuant to Regulation A [17 CFR 230.251-230.263], Regulation D [17 
CFR 230.501-230.506], and Regulation E [17 CFR 230.601-230.610a]); 
applications for exemptive relief made by investment companies; and 
submissions by securities exchanges of their certifications for 
listing and trading on the exchanges and Form 25 under the Exchange 
Act [17 CFR 249.25].
    \24\ We anticipate that we will propose to make Forms 3, 4 and 5 
[17 CFR 249.103, 249.104, and 249.105] under Section 16 [15 U.S.C. 
78p] of the Exchange Act and Form 144 [17 CFR 239.144] (notices of 
securities sales filed pursuant to Rule 144 [17 CFR 230.144]) 
mandated EDGAR filings. Also, we are considering proposing to 
require that foreign private issuers make their filings with us on 
the EDGAR system. Currently, filers may submit Forms 3, 4, 5 and 144 
and most of the foreign private issuer forms on EDGAR on a voluntary 
basis.
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B. HTML/PDF Environment

    The purpose of our current EDGAR contract is to modernize EDGAR 
over the next two years to make the system easier for filers to use and 
the documents more attractive and readable for the users of public 
information. Since June 28, 1999, filers have been able to submit most 
filings to us in either HTML or ASCII format. We expect that HTML will 
eventually replace ASCII for most filings. Also, since June 28, 1999, 
filers have been able to submit unofficial copies of filings in PDF. In 
this release, we refer to the required filings that filers must submit 
only in either ASCII or HTML formats as ``official filings.'' We refer 
to the PDF documents as ``unofficial PDF copies'' because filers may 
not use them instead of HTML or ASCII documents to meet filing 
requirements.
    Our plan for the evolution of the EDGAR system is to continue the 
HTML/PDF environment. Unlike ASCII documents, HTML and PDF documents 
have the potential to include graphics, varied fonts, and other visual 
displays that filers use when they create Internet presentations or 
material for distribution to shareholders.
    In this release, we adopt rule changes to correspond to the changes 
to the EDGAR system with EDGAR Release 7.0.\25\ With Release 7.0, the 
EDGAR system will accept and display filings that use graphic and other 
visual presentations and provide links to previously filed documents 
appearing on our public web site EDGAR database.
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    \25\ We also will revise the EDGAR Filer Manual before the 
implementation of EDGAR Release 7.0. The EDGAR Filer Manual sets 
forth the technical formatting requirements governing the 
preparation and submission of electronic filings through the EDGAR 
system. Filers must comply with the provisions of the EDGAR Filer 
Manual to assure timely acceptance and processing of electronic 
filings. See Rule 301 of Regulation S-T [17 CFR 232.301].
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C. Use of HTML

    We have not yet proposed to require the use of HTML for filings. 
But, as we noted in the 1999 proposing and adopting releases, and in 
the 2000 proposing release, we expect to require HTML for most filings 
in the future.\26\
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    \26\ We plan to keep Form N-SAR and Form 13F as ASCII format 
submissions. Rule 105(a) [17 CFR 232.105(a)]. These documents have 
standard formats and tagging designed for presentation in ASCII, and 
their current format facilitates their downloading and use in other 
computer applications. However, filers have the option of submitting 
exhibits to Form N-SAR as HTML documents.
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    A number of commenters addressed the use of HTML. Some supported 
mandating its use, citing benefits of this format and stating that the 
goal of migrating filers to HTML is unlikely to be accomplished without 
mandating it. Others opposed mandating HTML, addressing some 
disadvantages to filers and users, as well as the need of filers and 
agents to gain experience with this format. Several commenters 
suggested phase-in periods ranging from one to two years. Other 
commenters suggested that there are evolving alternative formats that 
we should consider, including XML.
    We have not yet set the timing for mandating the use of HTML, but 
we understand the need to provide filers adequate notice and will take 
this into account in any proposal to mandate the use of HTML. In the 
meantime, we urge filers to use HTML for their EDGAR filings and gain 
experience with it if they do not have it already. We are providing 
technical support for filers to assist them in submitting and 
correcting HTML documents through our filer technical support function.
    If HTML is used, each EDGAR document must still consist of no more 
than one HTML file (with associated

[[Page 24790]]

graphics files). We are adopting a new set of permissible HTML 3.2 tags 
for EDGAR Release 7.0, adding tags to allow graphics and more hypertext 
links. We will include the tag list in the EDGAR Filer Manual. Filers 
will be able to take advantage of the expanded tagging for graphics and 
hypertext links only through the use of a modernized version of 
EDGARLink.\27\ These permissible tags allow for most formatting 
capability while eliminating active content \28\ and certain classes of 
hypertext links.\29\ The EDGAR system will continue to suspend filings 
if they contain tags that are not permitted.\30\ Several commenters 
criticized the use of HTML 3.2 as outdated. One commenter supported the 
use of HTML 3.2. We anticipate that the permitted tag set will continue 
to evolve over time to accommodate the industry standard and needs of 
filers. We plan to move to a set of permissible HTML 4.0 tags in a 
future EDGAR system release.
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    \27\ We discuss the modernized EDGARLink in Section I.I below.
    \28\ Tags that would allow executable code are not permitted. 
Rule 106 [17 CFR 232.106] of Regulation S-T prohibits any EDGAR 
submission containing executable code (as defined in Rule 11 of 
Regulation S-T [17 CFR 232.11]), either in any HTML or ASCII 
document or any unofficial PDF copy, at any time. For a detailed 
discussion of the prohibition against electronic submissions 
containing executable code, see Section I.G of the 2000 proposing 
release.
    \29\ The modified 3.2 tag set does not include proprietary 
extensions that are not supported by all browsers.
    \30\ For example, we will continue to suspend submissions 
containing executable code.
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D. Use of PDF

    In addition to allowing the use of HTML for filings, we permit 
filers to submit a single unofficial PDF copy of each document.\31\ 
These copies are disseminated publicly. Unofficial PDF documents retain 
all the fonts, formatting, colors, images, and graphics contained in an 
original document. The unofficial PDF copy is optional, but the rules 
currently require that, if an unofficial PDF copy of a document is 
submitted, it be substantively equivalent \32\ to the document 
contained in the official filing of which it is a copy.\33\
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    \31\ For example, if a filing consists of a registration 
statement plus five exhibits, there are six documents for EDGAR 
purposes. Generally, the filer may submit all of these as HTML 
documents, all as ASCII documents, or some as HTML and some as ASCII 
documents. The filer also has the option to accompany any or all of 
the six documents with an unofficial PDF copy. But the rules do not 
permit a filer to submit a single unofficial PDF copy including the 
registration statement and exhibits; each PDF document must reflect 
only one ASCII or HTML document.
    \32\ ''Substantively equivalent'' documents are the same in all 
respects except for the formatting and inclusion of graphics. This 
is because PDF documents may include more graphics than in the 
corresponding HTML document. For documents to be substantively 
equivalent, the text of the two documents must be identical aside 
from any text describing the graphics that have been omitted.
    \33\ Filers may not make a submission consisting solely of PDF 
documents; filers must include unofficial PDF copies only in 
submissions that contain official filings in HTML or ASCII format.
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    Some filers have offered to submit redlined unofficial PDF copies 
of their filings along with their correspondence submissions for the 
convenience of the staff in its review.\34\ Currently, Rule 104 \35\ of 
Regulation S-T would prevent such submissions. We agree that allowing 
such submissions may facilitate staff review. We are amending Rule 104 
to provide that unofficial PDF copies in correspondence documents may 
differ from the contents of the associated ASCII or HTML correspondence 
document.\36\ This will allow filers to submit redlined copies of 
official filings in unofficial PDF copies of EDGAR correspondence 
documents without having to submit the entire official filing in the 
associated ASCII or HTML document.\37\ If a filer submits an unofficial 
PDF copy of a correspondence document that differs from the text of the 
ASCII or HTML document, the text of the ASCII or HTML correspondence 
document should identify and briefly describe the contents of the 
unofficial PDF copy. For example, the ASCII or HTML correspondence 
document may consist of a cover letter stating that an unofficial PDF 
copy of the described filing is included in the submission.
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    \34\ Several commenters suggested this approach in response to 
the 1999 proposing release.
    \35\ 17 CFR 232.104.
    \36\ As proposed, the amendment excepting correspondence 
documents from the ``substantively equivalent'' requirement would 
have been limited to redlined copies of filings. However, we are 
adopting the amendment without this limitation. Commenters supported 
this approach.
    \37\ Filers would not include a redlined unofficial PDF copy of 
the officially filed document, since EDGAR would disseminate the PDF 
document with the redline codes. However, unofficial PDF copies of 
EDGAR correspondence (CORRESP documents) are not disseminated.
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E. Graphic and Image Material

    Up until now, the EDGAR system has not accepted graphic or image 
material in HTML documents.\38\ Currently, the EDGAR system is 
programmed to suspend HTML submissions if they contain tags for graphic 
or image files. However, filers may include graphic and/or image 
material in an optional, unofficial PDF copy of their EDGAR document.
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    \38\ Filers must continue to provide a fair and accurate 
description of the differences between a version including graphic 
or image material and the filed version, as required by Rule 304 of 
Regulation S-T [17 CFR 232.304].
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    EDGAR Release 7.0 permits graphic and image material in HTML 
documents that filers submit using a modernized version of EDGARLink 
that we are making available with EDGAR Release 7.0.\39\ However, the 
rule prohibits filers from using graphic or image material to submit 
information such as text or tables, so that users will be able to 
search and/or download this information into spreadsheet form.\40\ 
Instead, filers must submit such information as text in an ASCII 
document, or as text or an HTML table \41\ in an HTML document.\42\ In 
addition, filers should be aware that EDGAR Release 7.0 does not 
support the inclusion of graphics in modules and segmented filings.
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    \39\ We discuss the modernized EDGARLink in Section I.I below.
    \40\ For example, filers may not present financial statements as 
graphics, since this would impair the usefulness of the statements.
    \41\ The EDGAR Filer Manual continues to prohibit filers from 
including ``nested tables'' in their HTML documents.
    \42\ The EDGAR Filer Manual prohibits the use of graphics as 
background because their use may interfere with the legibility of 
documents.
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    We currently prohibit any EDGAR submission containing animated 
graphics (e.g., files with moving corporate logos or other animation), 
either in any official submission or any unofficial PDF copy. We 
imposed this requirement due to concerns with how to capture and 
represent the animated graphics, which we cannot print or search, in 
the official filing. Commenters did not express strong concerns about 
the exclusion of animated graphics. We are continuing to prohibit them 
in EDGAR documents.
    We have some concerns about the potential size of data files that 
filers may submit in connection with graphic and image material, not 
only because of our own database storage needs, but also because some 
Internet users may encounter difficulties in downloading or viewing 
documents that are very large. Several commenters opposed a size limit. 
We are not now imposing a size limit on graphic and image files. As 
noted above, the EDGAR Filer Manual will give guidance on voluntary 
methods to reduce the size of graphics.
    We considered three approaches to graphics: making their use 
strictly optional, requiring graphics in HTML documents whenever our 
rules or forms require information to be in graphic form,\43\ or 
requiring graphics in HTML documents wherever the documents distributed 
to security holders or potential investors contain graphics.

[[Page 24791]]

While we asked for comment on all three approaches, we proposed the 
second approach.
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    \43\ See, e.g., the performance line graph required by Item 
402(l) of Regulation S-K [17 CFR 229.402(l)] and the performance 
graph required for investment companies by Item 5 of Form N-1A [17 
CFR 239.15A and 274.11A].
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    In both the 1999 and 2000 proposing releases, we requested comment 
on whether we should require graphic and image material to be included 
in HTML documents.\44\ In response to the 2000 proposing release, most 
of those commenting supported the middle ground--requiring graphics in 
HTML documents only in the limited instances where our rules require 
graphics. Therefore, we are adopting this requirement as proposed.\45\
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    \44\ In response to the 1999 proposing release, one commenter 
believed that it would not be burdensome to require graphic 
information when required by our forms. Another commenter believed 
that if graphics are created for the printed copy, they should be 
consistent in the HTML document.
    \45\ Rule 304 of Regulation S-T [17 CFR 232.304] continues to 
require the description of the differences between the filed version 
and other versions of the material. The filer would need to include 
the description only if the filer did not reproduce the graphics in 
the HTML document.
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    As noted in the 2000 proposing release, filers should not include 
non-public information in graphics files, even if the associated HTML 
or unofficial PDF document is non-public and will not be disseminated. 
This is because, due to cost and technical constraints, the EDGAR 
system is not programmed to differentiate whether a graphic file is 
related to a non-public document so that it may block the dissemination 
those graphic files associated with non-public documents.\46\ Of 
course, EDGAR will not disseminate the non-public document itself. 
Therefore, filers should not include graphics intended to remain non-
public in their EDGAR submissions.
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    \46\ For example, EDGAR ``CORRESP'' and ``COVER'' documents are 
non-public and are not disseminated. However, EDGAR will disseminate 
graphics files associated with these document types.
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F. Expanded Use of Hypertext Links

    Currently, the EDGAR system does not permit hypertext links from 
HTML documents to external web sites. Similarly, the system does not 
permit hypertext links from one HTML document to any other documents 
(including exhibits), regardless of whether the document is part of the 
same filing. Hypertext links to different sections within a single HTML 
document are allowed.\47\
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    \47\ For example, companies may include a prospectus table of 
contents containing links to the various sections of the prospectus.
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    With Release 7.0, we are allowing hypertext links to other 
documents within the same filing (i.e., exhibits). We also are 
permitting hypertext links to documents contained in other official 
filings \48\ in the EDGAR database on our public web site at 
www.sec.gov.\49\ Filers will be able to include the expanded 
hyperlinking in documents submitted to EDGAR using a modernized version 
of EDGARLink that we are making available with EDGAR Release 7.0.\50\ 
Filers may, for example, link from within a document to previously 
filed documents that are incorporated by reference.\51\ The system will 
permit links to specific filings only, not to specific information 
within these documents. We are continuing to prohibit all links outside 
the EDGAR database, including links to web sites.
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    \48\ The amended rule does not permit filers to link to an 
unofficial PDF copy of a filing, since the PDF copy is not an 
official filing.
    \49\ As we noted in the 2000 proposing release, we currently 
maintain filing information on the EDGAR database on our public web 
site dating from 1994. While we have no current plans to remove data 
from this database, we anticipate that, in the future, we will 
periodically need to archive portions of the data. Therefore, filers 
should be aware that we cannot assure the maintenance of the linked 
material, since we do not know how long we will be able to maintain 
all of the EDGAR data on our web site. We expect to provide notice 
to the public before archiving EDGAR data.
    \50\ We discuss the modernized EDGARLink in Section I.I below.
    \51\ See Rule 105 of Regulation S-T [17 CFR 232.105]. Of course, 
filers should use hyperlinks consistently with the requirements for 
plain English. They should not use linked material as a substitute 
for information that needs to be in the document to make it 
readable. In addition, filers should keep in mind that a person who 
prints out or downloads the filed document will not also receive the 
linked material. Similarly, a database search on the filed document 
will not necessarily yield any results covering the linked material.
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    Commenters generally supported this approach. Two commenters 
representing filer groups suggested that we give additional 
consideration to permitting broader use of external hyperlinks, noting 
that links can assist investors by providing educational material. We 
may revisit this issue in the future after we have gained some 
experience with more limited hyperlinks.
    Currently, the rules provide that, if a filer includes 
impermissible hyperlinks in a filing, the linked material will not 
become part of the official filing for purposes of determining whether 
the disclosure requirements are satisfied.\52\ The linked material 
will, however, be subject to the civil liability and antifraud 
provisions of the federal securities laws. We are amending Rule 105 of 
Regulation S-T as proposed so that this position applies whether or not 
the hyperlink is permitted by our rules.\53\
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    \52\ The rule provides that information contained in the linked 
material is not part of the official filing for reporting purposes 
in order to prevent a filing from being considered complete when the 
entire content of the filing is not available without reference to 
another document. This provision should not, however, be viewed as a 
statement that linked material is not considered to be part of the 
filed document for other purposes.
    \53\ This rule applies only to EDGAR filings, not to hyperlinks 
on filers' own web sites or elsewhere. We are considering giving 
separate interpretive guidance that may address these matters.
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    We believe that filers should not be able to use hyperlinks to 
satisfy the disclosure requirements of the applicable rule or schedule 
because then the readers of the filing might be unable to understand 
the content of the filing without accessing numerous hyperlinks. In 
addition, they will not be able to print the filing as an integrated 
whole. Many of our forms and schedules permit incorporation by 
reference, but we do not believe it would be appropriate for a filer to 
use hyperlinks to effectively use incorporation by reference when that 
is not permitted. For example, in a Form S-1 registration statement, a 
filer might wish to use hyperlinks from the prospectus to the company's 
previous Exchange Act reports. This will be optional information for 
the convenience of the reader. The filer could not, however, delete the 
business and financial information from the body of the prospectus 
because it was also provided in a hyperlinked Exchange Act report.
    In addition, we believe it is appropriate for filers to assume 
liability for hyperlinked material as if it is part of the filing. In 
the context of an official filing made to the EDGAR system, we believe 
members of the public coming to the SEC's web site will reasonably 
understand the inclusion of a hyperlink to mean that the filer has 
adopted the linked material as its own. Rule 105 as amended reflects 
this position.
    Most commenters did not address liability issues. One commenter, 
however, stated that filers should not have to assume additional 
liability for linked material if the material is not permitted to 
satisfy substantive disclosure requirements. Another commenter 
suggested that we treat linked material as a separate document if the 
user is clearly alerted that the material is not part of the prospectus 
and is on a different web site. Notwithstanding these comments, we do 
not believe this liability treatment should present any problems for 
filers. The use of hyperlinks in filed documents would remain 
voluntary, and a filer need not hyperlink to other documents if it does 
not wish to be understood as adopting the linked material as its own. 
In addition, the only hyperlinks that the rule permits are to

[[Page 24792]]

exhibits to the same filing, or to previous filings in the EDGAR 
database on our web site. We caution filers, however, not to include 
these hyperlinks unless they are prepared to accept this 
responsibility.
    Although the liability treatment of hyperlinks we adopt is similar 
to the legal effect of incorporation by reference, we emphasize that 
hyperlinks are not a substitute for incorporation by reference. As 
noted above, filers may not use hyperlinks to furnish information 
required in the filed document when incorporation by reference is not 
available. Conversely, when the form or rule makes incorporation by 
reference available, the filer must follow the form or rule 
requirements. A hyperlink alone will not satisfy those 
requirements.\54\ One commenter suggested that we revisit our 
incorporation by reference rules in light of the capability provided by 
hyperlinks. If we did this, it would be a separate rulemaking project 
after we have gained experience with how filers use hyperlinks.
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    \54\ For example, the filing must contain a statement that the 
document is incorporated by reference, whether or not there is a 
hyperlink. As another example, Form 10-K may incorporate financial 
and other information from a company's annual report to security 
holders, so long as the information is filed as an exhibit to the 
Form 10-K. This exhibit is needed even if the information also is 
provided by hyperlink.
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    The rule does not prevent a filer from including a hyperlink to a 
document filed by another issuer, which might include an affiliate or 
guarantor. The hyperlink will be subject to the same liability 
treatment. We requested comment on whether filers would wish to include 
hyperlinks to filings of other companies, and under what circumstances 
and whether the rule should permit hyperlinks to filings by the same 
company only, or by the same company and affiliated companies only. 
Several commenters suggested limiting hyperlinks to the same company 
and affiliated companies. We have not limited the rule in this manner, 
however, since hyperlinks are within the filer's control. If a filer 
believes a link to a filing of another company will be useful, and is 
willing to incur liability for that document, we believe the rule 
should permit this.
    We also asked for comment on two other aspects of the proposed 
treatment of hyperlinks. First, we asked how we should treat hyperlinks 
within hyperlinks. For example, Company A's registration statement has 
a hyperlink to its Form 10-K, which in turn has a hyperlink to its 
proxy statement. We stated that we believed that Company A should be 
viewed as making all the hyperlinked material its own, including the 
proxy statement. One commenter supported links within links, provided 
that the filer is subjected to liability, as proposed. We continue to 
believe that the approach in the proposing release is appropriate.
    We also asked for comment on the treatment of amended or superseded 
material in hyperlinks.\55\ If a hyperlinked document is corrected or 
updated by means of a new filing, the document containing the hyperlink 
also may have to be amended. For example, suppose a registration 
statement contains a hyperlink to a Form 10-K that is later amended to 
reflect a material change. The registration statement would have to be 
amended to include a hyperlink to the amended Form 10-K.\56\ This would 
be necessary whether the hyperlinked document is filed by the same 
issuer or another issuer. No commenter addressed this issue in detail, 
but one expressed concerns about having to track amended or superseded 
material. We believe, however, that this would be necessary in some 
instances in order for the hyperlink to be to the correct document. If 
the original hyperlink was in a prospectus, the revised prospectus 
containing the updated hyperlink could be filed under Securities Act 
Rule 424 \57\ or 497.\58\
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    \55\ Cf. Rule 412 [17 CFR 230.412], which addresses amended or 
superseded material incorporated by reference into a Securities Act 
registration statement or prospectus.
    \56\ Of course, this would be necessary only during the pendency 
of the offering.
    \57\ 17 CFR 230.424.
    \58\ 17 CFR 230.497.
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    Finally, we believe we should provide some guidance on liability 
issues arising from the fact that hyperlinks may be created without the 
effort of the person making the filing. Some word processing programs 
automatically transform inactive textual references to electronic 
addresses (URLs) to hyperlinks. In addition, some browsers transform 
URLs to hyperlinks. We do not wish to discourage filers from including 
URLs to their own web sites or to our web site at www.sec.gov in their 
filings.\59\ Filers who include these URLs in HTML filings, 
accordingly, should take reasonable steps when they create the document 
in order to prevent URLs from being converted into hyperlinks. If this 
is done, Rule 105 should not be read as imposing liability on any such 
hyperlinks that may be created after the filing is made. This position 
does not apply to URLs to any other web sites. Filers may wish to avoid 
including URLs to other web sites unless they would be prepared to take 
responsibility for material that is accessible through any resulting 
hyperlinks.\60\
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    \59\ In many instances, filers are required or encouraged to 
include our or their web site URL in their filings. See, e.g., Item 
502(a)(2) of Regulation S-K [17 CFR 229.502(a)(2)], Item 1003 of 
Regulation M-A [17 CFR 229.1003], and Item 12(c)(2)(ii) of Form S-3 
[17 CFR 239.13]. In addition, it is the staff's position that an 
inactive textual URL to the filer's own web site will not be deemed 
to include or incorporate the material by reference into the filing. 
See ITT Corp. (Dec. 6, 1996) and Baltimore Gas & Electric Co. (Jan. 
6, 1997).
    \60\ The positions we state today are meant to clarify and 
update our previous positions with reference to inactive textual 
URLs. See the 1999 adopting release, footnote 23 and accompanying 
text, and the 2000 proposing release, footnote 45.
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G. Method of Electronic Transmission

    Currently, electronic filers may make electronic submissions either 
as direct transmissions or on magnetic tape or diskette.\61\ As 
discussed below, for submission made using the modernized EDGARLink, we 
are adding transmission via the Internet as a mode of electronic 
submission and changing the mode of acceptable transmission from 
``magnetic tape'' to ``magnetic cartridge.'' We also are removing 
diskettes as an allowed means of transmission under the modernized 
EDGARLink.
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    \61\ See Rules 12(b) and 12(c) of Regulation S-T [17 CFR 
232.12(b) and 232.12(c)].
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Direct Transmission via Dial-Up Modem and Internet
    Most filers currently make EDGAR submissions by using a dial-up 
modem process, with or without the use of EDGARLink,\62\ directly to 
EDGAR or through the EDGAR electronic mail service to EDGAR. Modem 
technology continues to advance. The current transmission speeds that 
are predominantly in use for EDGAR are 14.4 kbps and 56 kbps. In 1998, 
the EDGAR system discontinued support for 1200 bps modems. We 
anticipate discontinuing support for the 9600 bps modems after November 
1 of this year and would do so in connection with future changes to the 
EDGAR Filer Manual.
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    \62\ EDGARLink is the filer assistance software we provide to 
filers filing on the EDGAR system. See Section I.I below for a 
discussion of modernized EDGARLink.
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    With EDGAR Release 7.0, filers using the modernized EDGARLink also 
may make EDGAR filings through Internet-based technology via an 
Internet Service Provider (ISP) of their choice. We are providing 
security by Secure Socket Layer (SSL, i.e., encrypted

[[Page 24793]]

transmissions) and certificates.\63\ We are not requiring but are 
permitting optional client side certificates. Filers may wish to use 
client side certificates for the additional security benefits they 
bring to filers and their transmissions (such as security of 
transmission to us and from us to disseminators and authentication of 
the document source).
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    \63\ The EDGAR Filer Manual sets forth the detailed 
specifications for and guidance on obtaining certificates.
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Magnetic Tape
    Currently, filers may submit their EDGAR filings by magnetic 
tape.\64\ In keeping with changing technological standards, we are 
changing this method of transmission for use with the new EDGARLink 
software from the current 9 track magnetic tape format to the following 
formats: 4mm, 8mm, and .5 inch IBM-compatible 3480 magnetic tape 
cartridges.\65\ However, we will continue to accept the 9 track 
magnetic tape format for use with the old EDGARLink software until at 
least November 1, 2000.
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    \64\ See Rule 12(b) of Regulation S-T [17 CFR 232.12(b)].
    \65\ See related amendments to Securities Act Rule 110 [17 CFR 
230.110], Rules 12 and 103 of Regulation S-T [17 CFR 232.12 and 
232.103], Exchange Act Rule 0-2 [17b CFR 240.0-2], Public Utility 
Act Rule 21 [17 CFR 250.21], and Trust Indenture Act Rule 0-5 [17 
CFR 260.0-5].
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Diskettes
    Diskette filings often present formatting difficulties,\66\ and the 
percentage of filers using diskettes is minimal, approximately one 
percent. In the 1999 and 2000 proposing releases, we requested comment 
on whether diskettes remain useful for certain types of filings and 
whether we should continue to permit them. We received one comment in 
response in 1999 and three comments this year; all commenters believed 
there was no reason to continue accepting diskettes. We believe there 
is no category of filers who would be unduly burdened if we eliminate 
filers' ability to file on diskette, and we are eliminating diskettes 
as a transmission medium with the modernized EDGARLink. However, to 
ease the transition for filers currently using diskettes as a 
transmission medium, we will continue to accept diskettes through July 
7, 2000.
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    \66\ The EDGAR system will not accept diskette filings with 
formatting errors. The process of notifying the filer of the errors 
and having the filer correct and resubmit the diskette may result in 
long delays before EDGAR accepts the filing.
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I. Modernized EDGARLink

    We are providing filers a new, easier to use EDGARLink product for 
gathering and transmitting documents to the EDGAR system. We will 
continue to have the existing DOS-based EDGARLink available 
concurrently until at least November 1, 2000. We believe that the new 
EDGARLink works more easily under Windows operating system 
environments. Filers must use the new EDGARLink if they wish to include 
graphics and hyperlinks in their HTML documents (except for hyperlinks 
within the same document).
    We requested comment on the burden to filers, if any, of our 
discontinuing support for the existing DOS-based EDGARLink six months 
after we make available the new EDGARLink. Commenters supported the 
limited concurrent availability of the modernized and ``legacy'' 
systems.
    The new EDGARLink allows filers to use predefined templates to fill 
in required submission ``header'' data. We have integrated the 
electronic templates with the two most popular Internet browsers in the 
market today, Internet Explorer and Netscape Navigator (versions 3 and 
higher). Filers may use these integrated browsers to transmit their 
filings to EDGAR using the Internet. The interface to the user is the 
browser, so many of the functions in the browser interface that filers 
use currently to traverse the Internet are familiar under the new 
EDGARLink.
    We are not distributing the new EDGARLink by diskette. We are 
making it downloadable from the EDGAR web site. We are also making 
available for download from the site the predefined templates for 
filling in the required submission ``header'' information.
    As with the current EDGARLink, the new EDGARLink assists filers 
with building the header, attaching documents to the header, checking 
for errors, and transmitting the documents to us. The new EDGARLink 
does not use the current tagging structure for submission headers. 
Instead, it has clear, plain English labels on fields. The filer can 
bring up the correct submission header template and begin filling in 
the fields similar to the way data input is performed on many web sites 
on the Internet. The new submission header templates can validate some 
fields as soon as the information is entered, so filers need not wait 
until they validate their filing to see errors in the submission 
header. The submission header template also allows filers to attach 
their documents directly to the template. Once the submission header 
template is complete and the documents are attached, filers may use the 
browser-like buttons at the top of the screen to validate the 
submission header template and the attached documents. Filers may then 
use another button at the top of the screen to transmit the submission 
header template and attached documents to us.
    The filer may correct any errors detected in the submission header 
template during the validation phase through the new EDGARLink 
software. During the validation phase, filers must correct any errors 
they detect in the documents using their own word processing software 
package, which they may invoke easily from the submission header 
template. Filers should review their submissions carefully before 
transmission, since, once the submissions are accepted, EDGAR 
disseminates filings almost instantaneously.

J. Financial Data Schedules

    Filers currently submit Financial Data Schedules (FDSs) as exhibits 
to many of our required forms. However, these exhibits are not an 
official part of the filings to which they relate \67\ and are not 
subject to auditing standards. Filers prepare the FDS by extracting the 
FDS information from the financial statements and other sources already 
contained in their filings in accordance with a detailed tagging scheme 
outlined in the EDGAR Filer Manual. The FDS contains a unique tag list 
and is often prepared by the filer's staff and not the accounting 
professionals who prepare the financial statements. The primary purpose 
of this requirement was to provide tagged financial information that 
the staff can use for screening filings, ratio computation and other 
analysis. As part of the EDGAR modernization effort, we have explored 
alternative means of acquiring this financial information, such as 
through outside data sources. We proposed to relieve filers of the 
requirement to prepare and submit FDSs and to remove the requirement 
for Financial Data Schedules from all rules and forms.
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    \67\ An FDS is not deemed filed for purposes of Section 11 of 
the Securities Act, Section 18 of the Exchange Act, Section 16 of 
the Public Utility Act, Section 323 of the Trust Indenture Act, or 
Section 34(b) of the Investment Company Act or otherwise subject to 
the liabilities of such sections; it is not deemed a part of a 
registration statement to which it relates. See Rule 402 of 
Regulation S-T [17 CFR 232.402].
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    In the 2000 proposing release, we requested comment on whether FDS 
data is useful to the public and whether we should continue to require 
filers to submit FDSs with any filing. Industry associations 
representing corporate filers and investment companies strongly 
supported the elimination of FDSs. So did several filing agents. They 
applauded the cost and time savings to the filers from the elimination 
of FDSs.

[[Page 24794]]

They emphasized that the need to create this unique document is a 
burden on filers. They noted that creating the FDS also can jeopardize 
the timely filing of documents, because improper use of FDS tags and 
syntax can result in last-minute corrections.
    However, we also received many comments objecting to the 
elimination of FDSs from persons who provide or use after-market 
products based on selected FDS information, and investors and 
individuals who use the information for research purposes. These 
commenters generally expressed the view that FDSs, as exhibits to Form 
10-Ks and 10-Qs, are useful because they provide a consistent and 
uniform source of financial information about public companies.\68\
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    \68\ With respect to investment companies, in response to the 
1999 proposing release, one commenter suggested that we incorporate 
certain information currently contained in the financial data 
schedule submitted with Form N-SAR into the Form N-SAR itself. 
However, in response to the 2000 proposing release, the commenter 
stated that, if the information were available from outside sources, 
the FDS items should not be incorporated into Form N-SAR. We will 
consider these comments in connection with future rulemaking in 
deciding whether any FDS information should be incorporated into the 
Form N-SAR itself.
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    Two commenters, however, stressed that the information found in 
FDSs is frequently inaccurate. One such commenter, a disseminator of 
EDGAR information, stated that individuals and institutional investors 
who may rely on FDSs are unknowingly making decisions based on 
incorrect information. The commenter noted that the financial data 
found in FDSs often do not comport with the financial data found in 
official financial statements.
    We believe that the difficulties in constructing the FDSs and the 
likelihood of inaccuracies in the FDSs may stem from the fact that 
filers must pull information from financial and other documents and 
place specific financial information in the FDS as a value for an 
appropriate EDGAR tag. Often filers are uncertain as to which 
information is associated with which tag and use the wrong tags or put 
the information in the wrong places. Filers may construct the FDSs at 
the last minute, after all filing documents have been completed. Since 
FDSs are neither deemed part of the filing nor subject to auditing 
standards, filers may often rely on financial printers or their own 
EDGAR support staff to construct the schedules, leading to the further 
possibility of information being entered inaccurately into the FDS.
    We have considered carefully the comments we received from both 
sides on this issue. We recognize that the submission of FDSs is a 
burden on the filer community. We also recognize that investors and 
individuals rely to some extent on the FDS information. However, based 
on commenters' feedback and our experience with FDSs as filed, we are 
aware that the FDSs are often missing, inaccurate and incomplete. While 
some commenters describe FDSs as a uniform data source of financial 
information, we believe this may not be the case. We are concerned 
that, in reality, data users are relying on what may be inaccurate 
information, possibly as a yardstick by which to measure the accuracy 
of other financial information. We believe that the benefit to filers 
from the elimination of FDSs and to investors and other individuals who 
unwittingly base their investment decisions on inaccurate information 
outweigh the concerns of those persons who have used FDSs for after-
market products. While they may experience some costs, such producers 
will be able to obtain similar information from the electronic filings 
themselves, the source of the FDS information.
    We are removing the requirement for Financial Data Schedules from 
all rules and forms. The FDS requirement was instituted primarily for 
our staff's use. Our staff is increasingly relying on outside data 
sources for this information. In recognition of the burden that the 
elimination of FDSs may cause some users and developers of after-market 
products, we are adopting a deferred effective date of January 1, 2001. 
We believe that this deferred effective date will allow ample time for 
all affected persons to adjust to these changes, including time to 
reprogram, possibly using analytical tools to extract more accurate 
financial data from the filings themselves.
    Filers should be aware that, beginning in 2001, when they make 
filings that previously required an FDS, EDGAR still may generate an 
error message. Filers should ignore this message, since the filing will 
be accepted without the FDS. We will eliminate the error messages in 
later programming of the EDGAR system.

II. Rule Amendments in Connection With EDGAR Release 7.0

    We are amending certain rules and regulations, which we discuss 
below, in connection with EDGAR Release 7.0. We are amending all of the 
rules as proposed except for a minor change to Rule 104, as discussed 
below. Most of our amendments are to the provisions of Regulation S-T, 
which governs the preparation and submission of electronic filings to 
us, as described below in connection with the expanded features for 
HTML documents.
    Rule 11--Definition of Terms used in Part 232. Rule 11 contains 
definitions used in Regulation S-T. We are amending the definition of 
``official filing.'' Currently, the definition of the term ``official 
filing'' is any filing that is received and accepted by the Commission, 
regardless of filing medium.\69\ The current definition resulted from 
amendments we made to reflect revised records retention practices.\70\ 
Before those amendments, Rule 11 made it clear that an ``official 
filing'' was a document filed with us exclusive of header information, 
tags and any other technical information required in an electronic 
filing.\71\ We are revising the definition to restore this language.
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    \69\ Rule 11 of Regulation S-T [17 CFR 232.11].
    \70\ See Release No. 33-7427; 34-38798; 39-2355; IC-22730 (July 
1, 1997) [62 FR 36450] (removing the reference to microfiche to 
reflect new practice of allowing for storage of documents in a 
variety of media).
    \71\ See Release No. 33-6977 (Feb. 23, 1993) [58 FR 14628].
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    We also are removing from Rule 11 the definition of ``phase-in 
date,'' since we have completed phase-in to mandated electronic filing 
and the term is no longer used in the rules.
    Rules 12 and 103--Business hours of the Commission; Liability for 
transmission errors or omissions in documents filed via EDGAR. 
Paragraph (b) of Rule 12 and Rule 103 refer to the submission of 
electronic filings on magnetic tape or diskette. We are revising 
paragraph (b) of Rule 12 to refer to transmission by magnetic cartridge 
rather than magnetic tape and to remove the references to diskettes, 
since we will no longer accept filings on them \72\ and revising the 
language of paragraph (c) of Rule 12 to allow for direct transmissions 
via Internet. We also are removing the reference to method of 
transmission from Rule 103, since the rule covers transmission by any 
acceptable method.
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    \72\ We also are revising the following rules to change the 
reference from magnetic tape to magnetic cartridge and to remove the 
reference to diskettes: Securities Act Rule 110, Exchange Act Rule 
0-2, Public Utility Act Rule 21, and Trust Indenture Act Rule 0-5. 
As a courtesy to filers, we will continue to accept 9 track magnetic 
tape during the overlapping period in which we continue to support 
the old version of EDGARLink.
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    Rule 104--Unofficial PDF Copies Included in an Electronic 
Submission. Rule 104 provides that an electronic submission may include 
one unofficial PDF copy of each electronic document contained within an 
electronic submission.\73\ Under the current rule,

[[Page 24795]]

each unofficial PDF copy must be substantively equivalent to its 
associated ASCII or HTML document contained in the submission. As 
discussed above in Part I.D, we are amending the rule to relax the 
substantively equivalent requirement in connection with non-public 
correspondence submissions. In a change from the proposal, we are 
removing this requirement for all unofficial PDF correspondence 
documents instead of only those consisting of a redlined copy of a 
filing.
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    \73\ Rule 104(a) [17 CFR 232.104(a)]. This rule also permits the 
filer to submit an unofficial PDF copy of correspondence or a cover 
letter document.
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    Rule 104 currently makes it clear that an unofficial PDF copy may 
contain graphic and image material even though its ASCII or HTML 
counterpart may not contain such material.\74\ We are revising the rule 
to reflect the fact that, with EDGAR Release 7.0, the HTML counterpart 
also may contain graphic material.
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    \74\ Rule 104(b) [17 CFR 323.104(b)].
---------------------------------------------------------------------------

    Rule 105--Limitation on Use of HTML Documents and Unofficial PDF 
Copies; Use of Hypertext Links. Rule 105 currently provides that filers 
may not submit Financial Data Schedules as HTML documents. We are 
removing this language, since we will no longer require filers to 
submit FDSs. As discussed above, this provision and other rule 
amendments relating to the removal of the FDS requirement will not be 
effective until January 1, 2001.
    Rule 105 currently prohibits electronic filers from including in 
HTML documents hypertext links to sites or documents outside the HTML 
document.\75\ However, the rule allows electronic filers to include 
hypertext links to different sections within a single HTML document. We 
are amending the rule so that, with EDGAR Release 7.0, filers may link 
to other documents within the same submission as well as to other 
documents previously filed electronically that are on our public web 
site EDGAR database at www.sec.gov. The EDGAR system is programmed to 
suspend filings if they contain external links other than as discussed 
above.
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    \75\ Rule 105(b) [17 CFR 232.105(b)].
---------------------------------------------------------------------------

    Currently, Rule 105 provides that, if an accepted filing includes 
external links in contravention of our rules, we will not consider 
information contained in the linked material to be part of the official 
filing for determining compliance with reporting obligations, but such 
information will be subject to the civil liability and anti-fraud 
provisions of the federal securities laws.\76\ As discussed above in 
Part I.F, we are revising the rule so that it applies to all linked 
material, whether included in accordance with (or in contravention of) 
our rules.
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    \76\ Rule 105(c) [17 CFR 105(c)].
---------------------------------------------------------------------------

    Rule 302--Signatures. Rule 302 currently provides that required 
signatures to or within electronic documents must be in typed form. We 
are amending the rule to allow signatures that are not ``required'' 
signatures to appear as script in HTML documents, since we are 
permitting, and in some case requiring, graphic and image material.\77\ 
In response to the 1999 proposing release, some commenters believed 
that we also should accept required signatures as script in HTML 
documents. However, we are retaining the rule that required signatures 
be typed to ensure legibility of these signatures.\78\
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    \77\ Rule 302. We do not require signatures in unofficial PDF 
copies.
    \78\ We would not object, however, if filers include script 
signatures in addition to the required typed signatures in HTML 
documents.
---------------------------------------------------------------------------

    Rule 303--Incorporation by reference. Paragraph (a)(4) of Rule 303 
currently prohibits the incorporation by reference of Financial Data 
Schedules submitted under Rule 483. We are removing this provision, 
since we are no longer requiring FDSs.
    Rule 304--Graphic, Image, Audio and Video Material. Currently, Rule 
304 prohibits the inclusion of graphic, image, audio or video material 
in an EDGAR document. We are revising Rule 304 to lift the prohibition 
on graphic and image material (but not on audio or video material) in 
HTML documents with EDGAR Release 7.0.\79\ As discussed above in Part 
I.E, we are requiring the presentation of graphic material in an HTML 
graphic file in HTML documents if graphic information is required by 
Commission rule or form and to allow its inclusion where the graphics 
in the document are not required by our rules or forms. We also are 
amending the rule to prohibit animated graphics in any EDGAR document.
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    \79\ We also are adding a Note to paragraph (a) of Rule 304 to 
make it clear that when omitted material contains data, filers must 
include that data in the filing. For example, if the omitted 
material consists of a pie chart showing the use of proceeds, the 
EDGAR filing should set forth the percentage of proceeds allocated 
to each use rather than merely stating ``chart showing use of 
proceeds omitted.''
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    Rule 311--Documents submitted in paper under cover of Form SE. Rule 
311 currently contains provisions concerning documents submitted in 
paper under Form SE. We are amending the rule to remove the reference 
to exhibits to Form N-SAR, since filers must now submit N-SAR exhibits 
electronically.\80\
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    \80\ See the 1999 adopting release, at footnote 58.
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    Rules 401 and 402--Financial Data Schedule; Liability for Financial 
Data Schedule. Rules 401 and 402 are the provisions governing the 
electronic submission of Financial Data Schedules. As discussed above 
in Part I.K, we are removing the requirement for FDSs, and accordingly 
we are removing and reserving Rules 401 and 402 of Regulation S-T.\81\
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    \81\ We also are amending the following rule and form provisions 
in connection with the discontinuance of FDSs: Items 601 of 
Regulation S-B and S-K; Securities Act Rule 483; Securities Act 
Forms S-2, S-3, and S-8; Public Utility Act Forms U5S, U-1, U-13-60 
and U-3A-2; Investment Company Act Rules 8b-2, 8b-23 and Rule 8b-32; 
and Investment Company Act Form N-SAR.
---------------------------------------------------------------------------

    Rule 501--Modular Submissions and Segmented Filings. Rule 501 
currently states that an electronic filer that subscribes to the 
optional EDGAR electronic mail service may use the module and segment 
features. We are revising the rule to remove the reference to the 
optional electronic mail service, since filers who do not subscribe 
also may use these features.

III. Paperwork Reduction Act

    As explained in the 2000 proposing release, our amendments 
eliminating Financial Data Schedules (FDSs) affect several regulations 
and forms that contain ``collection of information'' requirements 
within the meaning of the Paperwork Reduction Act of 1995 \82\ (the 
Act). Accordingly, the collection of information requirements in this 
release were submitted to the Office of Management and Budget (OMB) for 
review in accordance with 44 U.S.C. 3507(d) and 5 CFR 1320.11. OMB 
approved revisions of the following collection of information 
requirements: Form S-1 (Control Number 3235-0065); Form S-4 (Control 
Number 3235-0324); Form S-11 (Control Number 3235-0067); Form SB-1 
(Control Number 3235-0423); Form SB-2, (Control Number 3235-0418); Form 
10-SB (Control Number 3235-0419); Form 10-QSB (Control Number 3235-
0416); Form 10-KSB (Control Number 3235-0420); and Form 10-Q (Control 
Number 3235-0070); Investment Company Act Form N-SAR (Control Number 
3235-0330); and Public Utility Holding Company Act Forms U-1 (Control 
Number 3235-0125); U5S (Control Number 3235-0164); U-13-60 (Control 
Number 3235-0153); and U-3A-2 (Control Number 3235-0161). OMB has not 
yet approved revisions of the collection of information requirements 
for Forms 10 (Control Number 3235-0064) and 10-K (Control Number 3235-

[[Page 24796]]

0063).\83\ The collections of information are in accordance with 44 
U.S.C. 3507. An agency may not conduct or sponsor, and a person is not 
required to respond to, a collection of information unless it displays 
a currently valid OMB Control Number.
---------------------------------------------------------------------------

    \82\ 44 U.S.C. 3501 et seq.
    \83\ OMB has assured us that they will respond to our request to 
approve the revised requirements for Forms 10 and 10-K by April 28, 
2000. We anticipate that they will approve these routine decreases 
in burden estimates.
---------------------------------------------------------------------------

    Form S-1 under the Securities Act (OMB Control Number 3235-0065) is 
used by issuers that are not eligible to use other forms to register 
offerings of securities. The form sets forth the transactional and 
company information required by the Commission in securities offerings. 
Form S-4 under the Securities Act (OMB Control Number 3235-0324) is 
used by issuers to register securities offerings in connection with 
business combinations and exchange offers. This form sets forth the 
transactional and company information required by the Commission in 
securities offerings. Form S-11 under the Securities Act (OMB Control 
Number 3235-0067) is used to register real estate investment trusts and 
securities issued by issuers whose business is primarily that of 
acquiring and holding investment interests in real estate. Form SB-1 
under the Securities Act (OMB Control Number 3235-0423) is used by 
small business issuers, as defined in Rule 405 of the Securities Act, 
to register offerings of up to $10 million of securities in a 12-month 
period. The form sets forth the transactional and company information 
required by the Commission in securities offerings. It requires less 
detailed information about the issuer's business than Form S-1. Form 
SB-2 under the Securities Act (OMB Control Number 3235-0418) is used by 
small business issuers, as defined in Rule 405 of the Securities Act, 
to register securities offerings. The form sets forth the transactional 
and company information required by the Commission in securities 
offerings. It requires less detailed information about the issuer's 
business than Form S-1.
    Form 10 under the Exchange Act (OMB Control Number 3235-0064) is 
used by registrants to register classes of securities for trading on a 
national exchange. It requires certain business and financial 
information about the issuer. Form 10-SB under the Exchange Act (OMB 
Control Number 3235-0419) is used by small business issuers, as defined 
in Rule 12b-2 of the Exchange Act, to register classes of securities. 
This form requires slightly less detailed information about the 
issuer's business than Form 10 requires. Form 10-K under the Exchange 
Act (OMB Control Number 3235-0063) is used by registrants to file 
annual reports. It provides a comprehensive overview of the 
registrant's business. Form 10-KSB under the Exchange Act (OMB Control 
Number 3235-0420) is used by small business registrants, as defined in 
Rule 12b-2 of the Exchange Act, to file annual reports. It provides a 
comprehensive overview of the registrant's business, although its 
requirements call for slightly less detailed information than required 
by Form 10-K. Form 10-Q under the Exchange Act (OMB Control Number 
3235-0070) is used by registrants to file quarterly reports. It 
includes unaudited financial statements and provides a continuing view 
of the registrant's financial position during the year. The report must 
be filed for each of the first three fiscal year quarters of the 
registrant's fiscal year. Form 10-QSB under the Exchange Act (OMB 
Control Number 3235-0416) is used by small business registrants, as 
defined in Rule 12b-2 of the Exchange Act, to file quarterly reports. 
It includes unaudited financial statements and provides a periodic view 
of the registrant's financial position during the year. The report must 
be filed for each of the first three fiscal quarters of the 
registrant's fiscal year. It provides a comprehensive overview of the 
registrant's business, although its requirements call for slightly less 
detailed information than required by Form 10-Q.
    Form N-SAR (OMB Control No. 3235-0330) is used by registered 
investment companies for annual and semi-annual reports required to be 
filed with the Commission.
    Form U-1 (OMB Control No. 3235-0125) must be used by any person 
filing or amending an application or declaration under sections 6(b), 
7, 9(c)(3), 10, 12(b), (c), (d) or (f) of the Public Utility Act. This 
form must also be used for filings under other sections of the Public 
Utility Act for which a form is not prescribed. Form U5S (OMB Control 
No. 3235-0164) requires registered holding companies to file annual and 
other periodic and special reports as the Commission may prescribe to 
keep current information relevant to compliance with substantive 
provisions of the Public Utility Act. Form U-13-60 (OMB Control No. 
3235-0153) implements section 13 of the Public Utility Act by requiring 
standardized accounting and recordkeeping for mutual and subsidiary 
service companies of registered holding companies and the filing of 
annual reports on Form U-13-60. Form U-3A-2 (OMB Control Number 3235-
0161) permits a public utility holding company to claim exemption from 
the Public Utility Act by filing an annual statement.
    The Commission notes that it is making no material changes from the 
Proposing Release. Thus, the collection of information burdens are not 
changing from those proposed. We anticipate that the elimination of the 
requirement that filers submit FDSs as exhibits for certain forms 
referenced under Item 601(b) of Regulations S-K and S-B will reduce the 
existing information collection requirements that are currently imposed 
on registrants (respondents).\84\ We estimate that approximately 3,617 
Form S-1s are filed each year. We estimate that the elimination of FDSs 
will decrease the filing burden for each respondent by 1 hour for an 
average burden of 432 hours per filing. We anticipate that the total 
estimated aggregate annual burden for 3,617 respondents will be 
1,562,544 hours (432  x  3,617).
---------------------------------------------------------------------------

    \84\ Regulations S-K and S-B do not impose reporting burdens 
directly on public companies.
---------------------------------------------------------------------------

    We estimate that approximately 8,709 Form S-4s are filed each year. 
We estimate that the elimination of FDSs will decrease the filing 
burden for each respondent by 1 hour for an average burden of 990 hours 
per filing. We anticipate that the total estimated aggregate annual 
burden for 8,709 respondents will be 8,621,910 hours (990  x  8,709).
    We estimate that approximately 107 Form S-11s are filed each year. 
We estimate that the elimination of FDSs will decrease the filing 
burden for each respondent by 1 hour for an average burden of 473 hours 
per filing. We estimate that the total estimated aggregate annual 
burden for 107 respondents will be 50,611 hours (473  x  107).
    We estimate that approximately 8 Form SB-1s are filed each year. We 
estimate that the elimination of FDSs will decrease the filing burden 
for each respondent by 1 hour for an average burden of 177 hours per 
filing. We anticipate that the total estimated aggregate annual burden 
for 8 respondents will be 1,416 hours (177  x  8).
    We estimate that approximately 559 Form SB-2s are filed each year. 
We estimate that the elimination of FDSs will decrease the filing 
burden for each respondent by 1 hour for an average burden of 137 hours 
per filing. We anticipate that the total estimated aggregate annual 
burden for 559

[[Page 24797]]

respondents will be 76,583 hours (137  x  559).
    We estimate that approximately 162 Form 10-SBs are filed each year. 
We estimate that the elimination of FDSs will decrease the filing 
burden for each respondent by 1 hour for an average burden of 22 hours 
per filing. We anticipate that the total estimated aggregate annual 
burden for 162 respondents will be 3,564 hours (22  x  162).
    We estimate that approximately 10,671 Form 10-QSBs are filed each 
year. This number reflects the fact that a Form 10-QSB is required to 
be filed three times a year. We estimate that the elimination of FDSs 
will decrease the filing burden for each respondent by 1 hour for an 
average burden of 32 hours per filing. We anticipate that the total 
estimated aggregate annual burden for 3,557 respondents will be 341,472 
hours (3  x  32  x  3,557).
    We estimate that approximately 3,641 Form 10-KSBs are filed each 
year. We estimate that the elimination of FDSs will decrease the filing 
burden for each respondent by 1 hour for an average burden of 294 hours 
per filing. We anticipate that the total estimated aggregate annual 
burden for 3,641 respondents will be 1,070,454 hours (294  x  3,641).
    We estimate that approximately 124 Form 10s are filed each year. We 
estimate that the elimination of FDSs will decrease the filing burden 
for each respondent by 1 hour for an average burden of 23 hours per 
filing. We anticipate that the total estimated aggregate annual burden 
for 124 respondents will be 2,852 hours (23  x  124).
    We estimate that approximately 29,551 Form 10-Qs are filed each 
year. This number reflects the fact that Form 10-Q is required to be 
filed three times a year. We estimate that the elimination of FDSs will 
decrease the filing burden for each respondent by 1 hour for an average 
burden of 34 hours per filing. We anticipate that the total estimated 
aggregate annual burden for 9,850 respondents will be 1,004,700 hours 
(3  x  34  x  9,850).
    We estimate that approximately 10,381 Form 10-Ks are filed each 
year. We estimate that the elimination of FDSs will decrease the filing 
burden for each respondent by 1 hour for an average burden of 430 hours 
per filing. We anticipate that the total estimated aggregate annual 
burden for 10,381 respondents will be 4,463,830 hours (10,381  x  430).
    The elimination of FDSs within Investment Company Act Form N-SAR 
will reduce the total information collection burden imposed upon 
affected respondents. We estimate that approximately 7,333 Form N-SARs 
are filed each year. This number reflects the fact that each of 
approximately 3,300 management investment companies file the form twice 
a year. This number also includes the 733 unit investment trusts who 
file the form once a year, with a burden of 6 hours per filing, but who 
do not file FDSs with the form. We estimate that the elimination of 
FDSs will decrease the filing burden for each management investment 
company respondent by 1 hour for an average burden of 14.75 hours per 
filing. We anticipate that the total estimated aggregate annual burden 
for 4,033 respondents will be 101,748 hours ((2  x  3,300  x  14.75) + 
(733  x  6)).
    The elimination of FDSs within Public Utility Act forms will reduce 
the total information burden imposed upon affected respondents. We 
estimate that approximately 121 Form U-1s are filed each year. We 
estimate that the elimination of FDSs will decrease the filing burden 
for each respondent by 1 hour for an average burden of 224 hours per 
filing. We anticipate that the total estimated aggregate annual burden 
for 15 respondents making a total of 121 submissions per year will be 
27,104 hours (121  x  224).
    We estimate that approximately 19 Form U5Ss are filed each year. We 
estimate that the elimination of FDSs will decrease the filing burden 
for each respondent by 1 hour for an average burden of 13.5 hours per 
filing. We anticipate that the total estimated aggregate annual burden 
for 19 respondents will be 256.5 hours (19  x  13.5).
    We estimate that approximately 91 Form U-3A-2s are filed each year. 
We estimate that the elimination of FDSs will decrease the filing 
burden for each respondent by 1 hour for an average burden of 2.5 hours 
per filing. We anticipate that the total estimated aggregate annual 
burden for 91 respondents will be 227.5 hours (91  x  2.5).
    We estimate that approximately 40 Form U-13-60s are filed each 
year. We estimate that the elimination of FDSs will decrease the filing 
burden for each respondent by 1 hour for an average burden of 13.5 
hours per filing. We anticipate that the total estimated aggregate 
annual burden for 40 respondents will be 540 hours (40  x  13.5).
    The above forms do not impose a retention period for any 
recordkeeping requirements. Compliance with the above forms is 
mandatory. Responses to the disclosure requirements of the above forms 
are not kept confidential unless granted confidential treatment.
    In the 2000 proposing release, we solicited public comment to (i) 
evaluate whether the proposed change in the collections of information 
was necessary for the proper performance of the functions of the 
Commission, including whether the information had practical utility; 
(ii) evaluate the accuracy of our estimate of the burden of the 
proposed changes to the collections of information; (iii) enhance the 
quality, utility and clarity of the information to be collected; and 
(iv) minimize the burden of the collections of information on those who 
are to respond, including through the use of automated collection 
techniques or other forms of information technology.
    We received one comment specifically addressing the Paperwork 
Reduction Act section of the 2000 proposing release. This commenter 
referenced without disputing the one-hour burden that we assigned to 
the filing of the FDS.

IV. Cost-Benefit Analysis

    The rules we are adopting today reflect the next stage in our 
modernization of EDGAR. We expect that this continuing EDGAR 
modernization ultimately will result in considerable benefits to the 
securities markets, investors, and other members of the public, by 
expanding the types and accessibility of information that can be filed 
and made available for public review through the EDGAR system. We also 
expect that the changes will result in economic benefits to filers by 
easing their burden in filing required materials through the EDGAR 
system.
    One of the goals of EDGAR modernization has been to benefit all 
EDGAR users by achieving consistency as much as possible with familiar 
and widely accepted industry standards. The rules we adopt today are an 
important step in moving the EDGAR system toward these industry 
standards.
    The transition to a broader HTML tag set and the use of more 
current technologies should provide significant benefits. Investors 
will benefit from EDGAR modernization because they will receive 
documents that communicate more effectively. Graphics can make 
documents easier to read and so will likely increase investors' 
understanding of disclosure documents. Hyperlinks should make documents 
easier to navigate and information easier to locate.
    The ability to transmit filings over the Internet also should 
provide increased flexibility to filers. Moreover, since filers would 
be able to use their own

[[Page 24798]]

Internet Service Providers and send filings to the EDGAR system at no 
charge, filers located outside of the immediate Washington, DC area may 
reduce their costs for long-distance telephone service. EDGARLink 
filers also should benefit from being able to prepare and transmit 
their filings to the EDGAR system using more convenient and familiar 
browser-based software. The modernized EDGARLink, a significant update 
from the older technology of the current EDGARLink product, should 
benefit filers by eliminating their dependence upon maintaining old 
equipment that is no longer supported in the computer industry.
    Companies that make public filings also should benefit from having 
expanded features available for their HTML documents because their 
documents will communicate more effectively with shareholders and be 
more attractive for marketing and other purposes. As investors find 
that they can more effectively obtain the information they seek from 
the EDGAR system, filers may get fewer requests for paper copies of 
filings. Some filers that prepare documents in HTML for purposes of 
offerings or of company web site postings may find it less burdensome 
to convert documents into the version of HTML provided for in Release 
7.0 and the rules as amended than to convert them into ASCII.
    At the same time, we recognize that the full transition to the 
modernized EDGAR system will impose some hardware, software, and 
staffing costs associated with the evolution of computer systems to 
industry standards. At this stage, issuers and other filers need not 
incur any immediate costs related to the HTML enhancements, because 
filing in HTML remains voluntary. Filing agents who do not use our free 
EDGARLink software may incur some programming costs to make the 
transition to Release 7.0.
    The changes in permissible methods of transmission of EDGAR 
submissions will likely lead to some immediate costs for filers. We 
believe that the elimination of diskettes and the move from magnetic 
tape to magnetic cartridge would affect approximately one percent of 
filers. On the other hand, all filers using EDGARLink may need to make 
some adjustments to effect the transition to the modernized EDGARLink, 
which is browser-based. These costs should be minimal for most filers 
because the new software is not dependent upon any one operating system 
environment and most companies have already adopted an environment that 
will support it. The new EDGARLink also may be able to operate on some 
older DOS-based operating environments. The current DOS-based EDGARLink 
will remain available to filers until at least November 1, 2000 to 
facilitate filers' transition to the modernized EDGARLink.
    Disseminators of EDGAR data may incur some transitional costs as 
they revise their software to accommodate the HTML enhancements.\85\ 
Disseminators that are not HTML-based may face some difficulties in 
integrating the new graphics data. In addition, graphics data may 
increase the size of documents received by the EDGAR system and 
transmitted to disseminators. As a result, disseminators may need to 
adjust their storage techniques or may incur additional costs for 
storage and processing.
---------------------------------------------------------------------------

    \85\ We continually attempt to reduce the costs of the EDGAR 
system and to pass those cost savings along when possible. For 
example, in November 1998, under the new EDGAR contract, we were 
able to effect a cost savings with the implementation of a new 
privatized dissemination system. This resulted in our passing along 
a cost savings of nearly $200,000 per year to disseminators when 
their yearly subscription cost was reduced from $278,000 to $79,686. 
And in December 1999, the subscription price dropped again from 
$79,686 to $44,571.
---------------------------------------------------------------------------

    The rules we adopt today impose no costs related to substantive 
disclosure. The one substantive change is the elimination of financial 
data schedules, which will reduce filers' preparation time. Investors 
and other individuals who use this information may experience some 
costs in obtaining similar information from the electronic filings 
themselves, the source of the financial data schedule information. In 
recognition of the burden that the elimination of this information may 
impose on some users and developers of after-market products, we are 
adopting a deferred effective date of January 1, 2001 to allow ample 
time for all affected persons to adjust to these changes, including 
time to reprogram, possibly using analytical tools to extract the 
financial data from the filings themselves.
    The remaining amendments do not substantively change the 
information and disclosure we currently require. Rather, the amendments 
merely modify and supplement current rules to reflect the expanded HTML 
options that filers may use to submit information to us electronically.
    In the 1999 and 2000 proposing releases, we encouraged commenters 
to identify any costs or benefits associated with the rule proposals 
and with EDGAR modernization in general. In particular, we requested 
that commenters identify any costs or benefits associated with the rule 
proposals relating to the increased use of graphics, the contents of an 
``official filing,'' impermissible types of code and content, hypertext 
links to documents or web sites, variations in the appearance of an 
``official filing'' that is accessed through different browsers, and 
any impact that the rule proposals may have on the ease of locating and 
using EDGAR data. Commenters did not address these issues directly, but 
several did support the movement toward HTML, one stating that the 
transition to HTML was worth the additional time it may take to 
construct an HTML filing. Some filing agents and disseminators 
requested additional time to prepare and program the necessary changes 
to their systems. We requested but received no data to support the 
commenters' positions.

V. Analysis of Burdens on Competition, Capital Formation and 
Efficiency

    Section 23(a)(2) of the Exchange Act requires us, in adopting rules 
under the Exchange Act, to consider the anti-competitive effects of any 
rules that we adopt thereunder. Furthermore, Section 2(b) of the 
Securities Act,\86\ Section 3(f) of the Exchange Act,\87\ and Section 
2(c)\88\ of the Investment Company Act require us, when engaging in 
rulemaking, and considering or determining whether an action is 
necessary or appropriate in the public interest, to consider whether 
the action will promote efficiency, competition, and capital formation. 
We requested comment on whether the proposals, if adopted, would 
promote efficiency, competition, and capital formation, but commenters 
did not address these issues.
---------------------------------------------------------------------------

    \86\ 15 U.S.C. 77b(b).
    \87\ 15 U.S.C. 78c(f).
    \88\ 15 U.S.C. 80a-2(c).
---------------------------------------------------------------------------

    We considered whether the amendments would promote efficiency, 
competition and capital formation. Some commenters suggested that the 
FDSs enhanced investors' ability to compare public companies, and 
therefore efficiently allocate capital. Because of our concerns about 
the accuracy of the data and the fact that more accurate data is 
available from alternative sources, elimination of FDSs will not impair 
the efficient allocation of capital. Filing agents and disseminators 
requested additional time to prepare and program the necessary changes 
to their systems. Although filing agents and information disseminators 
may be disparately

[[Page 24799]]

affected depending on their technical readiness and programming 
formats, we believe that the new rules and amendments would not impose 
any burden on competition not necessary or appropriate in the 
furtherance of the purposes of the securities laws.
    We believe that the new rules and amendments will not have any 
adverse effect on capital formation. We believe the amendments will 
promote efficiency by giving investors information in a more readable 
format and by more closely aligning our technical standards to the 
industry's. The new rules and amendments apply equally to all entities 
currently required to file on EDGAR. Because the rules and amendments 
are designed in part to permit filers to provide information in a 
format that will be more useful to investors, the amendments are 
appropriate in the public interest and for the protection of investors.

VI. Summary of Regulatory Flexibility Act Certification

    At the proposing state, our Chairman certified, under Section 
605(b) of the Regulatory Flexibility Act, 5 U.S.C. 605(b), that the new 
rules and rule amendments in this release would not have a significant 
economic impact on a substantial number of small entities. The 
certification was attached to the 2000 proposing release as Appendix B. 
We received no comments on the certification.

VII. Statutory Basis

    We are adopting the new rules and rule amendments outlined above 
under 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

17 CFR Part 228

    Reporting and recordkeeping requirements, Securities, Small 
businesses.

17 CFR Parts 229 and 239

    Reporting and recordkeeping requirements, Securities.

17 CFR Part 230

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

17 CFR Part 232

    Administrative practice and procedure, Confidential business 
information, Reporting and recordkeeping requirements, Securities.

17 CFR Part 240

    Brokers, Confidential business information, Fraud, Reporting and 
recordkeeping requirements, Securities.

17 CFR Part 249

    Brokers, Fraud, Reporting and recordkeeping requirements, 
Securities.

17 CFR Part 250

    Confidential business information, Electric utilities, Holding 
companies, Natural Gas, Reporting and recordkeeping requirements, 
Securities.

17 CFR Part 259

    Electric utilities, Holding companies, Natural Gas, Reporting and 
recordkeeping requirements, Securities.

17 CFR Parts 260 and 269

    Reporting and recordkeeping requirements, Securities, Trusts and 
trustees.

17 CFR Part 270

    Confidential business information, Fraud, Investment companies, 
Life insurance, Reporting and recordkeeping requirements, Securities.

17 CFR Part 274

    Electronic funds transfers, 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 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, 77z-2, 
77aa(25), 77aa(26), 77ddd, 77eee, 77ggg, 77hhh, 77jjj, 77nnn, 77sss, 
78l, 78m, 78n, 78o, 78u-5, 78w, 78ll, 80a-8, 80a-29, 80a-30, 80a-37, 
80b-11, unless otherwise noted.


    2. By amending Sec. 228.601 by removing exhibits (27) and (28) and 
reserving exhibits (27) through (98), and removing footnote ***** in 
the exhibit table in paragraph (a), by removing paragraph (b)(27) and 
reserving paragraphs (b)(27) through (b)(98), and by removing paragraph 
(c) and Appendices A through F.

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

    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, 77z-2, 
77aa(25), 77aa(26), 77ddd, 77eee, 77ggg, 77hhh, 77iii, 77jjj, 77nnn, 
77sss, 78c, 78i, 78j, 78l, 78m, 78n, 78o, 78u-5, 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 by removing exhibits (27) and (28) and 
reserving exhibits (27) through (98), and removing footnote 5 in the 
exhibit table in paragraph (a), by removing paragraph (b)(27) and 
reserving paragraphs (b)(27) through (b)(98), and by removing paragraph 
(c) and Appendices A through F.

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, 77r, 77s, 77sss, 
77z-3, 78c, 78d, 78l, 78m, 78n, 78o, 78w, 78ll(d), 79t, 80a-8, 80a-
24, 80a-28, 80a-29, 80a-30, and 80a-37, unless otherwise noted.
* * * * *

    6. By amending Sec. 230.110 by revising paragraph (b) to read as 
follows:


Sec. 230.110  Business hours of the Commission.

* * * * *
    (b) Submissions made in paper or on magnetic cartridge. Paper 
documents filed with or otherwise furnished to the Commission, as well 
as electronic filings and submissions on magnetic cartridge under cover 
of Form ET (Secs. 239.62, 249.445, 259.601, 269.6 and 274.401 of this 
chapter), may be submitted to the Commission each day, except 
Saturdays, Sundays and federal holidays, from 8 a.m. to 5:30 p.m., 
Eastern Standard Time or Eastern Daylight Saving Time, whichever is 
currently in effect.
* * * * *

    7. By amending Sec. 230.483 by removing paragraph (e) including the 
contents of the table entitled Article 6 of Regulation S-X and by 
revising the section heading to read as follows:

[[Page 24800]]

Sec. 230.483  Exhibits for certain registration statements.

* * * * *

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

    8. 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.


    9. By amending Sec. 232.11 by removing the definition of ``Phase-in 
date'' and by revising the definition of ``Official filing'' to read as 
follows:


Sec. 232.11  Definition of terms used in part 232.

* * * * *
    Official filing. The term official filing means any filing that is 
received and accepted by the Commission, regardless of filing medium 
and exclusive of header information, tags and any other technical 
information required in an electronic filing.
* * * * *

    10. By amending Sec. 232.12 by revising paragraphs (b) and (c) to 
read as follows:


Sec. 232.12  Business hours of the Commission.

* * * * *
    (b) Submissions made in paper or on magnetic cartridge. Filers may 
submit paper documents filed with or otherwise furnished to the 
Commission, as well as electronic filings and submissions on magnetic 
cartridge under cover of Form ET (Secs. 239.62, 249.445, 259.601, 269.6 
and 274.401 of this chapter), to the Commission each day, except 
Saturdays, Sundays and federal holidays, from 8 a.m. to 5:30 p.m., 
Eastern Standard Time or Eastern Daylight Saving Time, whichever is 
currently in effect. Filers may file submissions on magnetic cartridge 
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.
    (c) Submissions by direct transmission. Electronic filings and 
other documents may be submitted by direct transmission, via dial-up 
modem or Internet, to the Commission each day, except Saturdays, 
Sundays and federal holidays, from 8 a.m. to 10 p.m., Eastern Standard 
Time or Eastern Daylight Saving Time, whichever is currently in effect.

    11. By revising Sec. 232.103 to read as follows:


Sec. 232.103  Liability for transmission errors or omissions in 
documents filed via EDGAR.

    An electronic filer shall not be subject to the liability and anti-
fraud provisions of the federal securities laws with respect to an 
error or omission in an electronic filing resulting solely from 
electronic transmission errors beyond the control of the filer, where 
the filer corrects the error or omission by the filing of an amendment 
in electronic format as soon as reasonably practicable after the 
electronic filer becomes aware of the error or omission.

    12. By amending Sec. 232.104 by revising paragraph (b) and adding 
paragraph (f) to read as follows:


Sec. 232.104  Unofficial PDF copies included in an electronic 
submission.

* * * * *
    (b) Except as provided in paragraphs (c) and (f) of this section, 
each unofficial PDF copy must be substantively equivalent to its 
associated electronic document contained in the electronic submission. 
An unofficial PDF copy may contain graphic and image material (but not 
animated graphics, or audio or video material), notwithstanding the 
fact that its HTML or ASCII document counterpart may not contain such 
material but instead may contain a fair and accurate narrative 
description or tabular representation of any omitted graphic or image 
material.
* * * * *
    (f) An unofficial PDF copy of a correspondence document contained 
in an electronic submission need not be substantively equivalent to 
that correspondence document.

    13. In Sec. 232.105, by revising paragraph (a) effective January 1, 
2001, and paragraphs (b) and (c) effective May 30, 2000, to read as 
follows:


Sec. 232.105  Limitation on use of HTML documents and hypertext links.

    (a) Electronic filers must submit the following documents in ASCII: 
Form N-SAR (Sec. 274.101 of this chapter) and Form 13F (Sec. 249.325 of 
this chapter). Notwithstanding the provisions of this section, 
electronic filers may submit exhibits to Form N-SAR in HTML.
    (b) Electronic filers may not include in any HTML document 
hypertext links to sites, locations, or documents outside the HTML 
document, except to links to officially filed documents within the 
current submission and to documents previously filed electronically and 
located in the EDGAR database on the Commission's public web site 
(www.sec.gov). Electronic filers also may include within an HTML 
document hypertext links to different sections within that single HTML 
document.
    (c) If a filer includes an external hypertext link within a filed 
document, the information contained in the linked material will not be 
considered part of the document for determining compliance with 
reporting obligations, but the inclusion of the link will cause the 
filer to be subject to the civil liability and antifraud provisions of 
the federal securities laws with reference to the information contained 
in the linked material.

    14. By amending Sec. 232.302 by revising paragraph (a) to read as 
follows:


Sec. 232.302  Signatures.

    (a) Required signatures to or within any electronic submission must 
be in typed form rather than manual format. Signatures in an HTML 
document that are not required may, but are not required to, be 
presented in an HTML graphic or image file within the electronic 
filing, in compliance with the formatting requirements of the EDGAR 
Filer Manual. When used in connection with an electronic filing, the 
term ``signature'' means an electronic entry in the form of a magnetic 
impulse or other form of computer data compilation of any letter or 
series of letters or characters comprising a name, executed, adopted or 
authorized as a signature. Signatures are not required in unofficial 
PDF copies submitted in accordance with Sec. 232.104.
* * * * *

    15. By amending Sec. 232.303 by removing paragraph (a)(4).

    16. By amending Sec. 232.304 by revising the first sentence of 
paragraph (a) and adding a note following paragraph (a), revising 
paragraph (d), and adding paragraphs (e) and (f) to read as follows:


Sec. 232.304  Graphic, image, audio and video material.

    (a) If a filer includes graphic, image, audio or video material in 
a document delivered to investors and others that is not reproduced in 
an electronic filing, the electronically filed version of that document 
must include a fair and accurate narrative description, tabular 
representation or transcript of the omitted material. * * *

    Note to paragraph (a): If the omitted graphic, image, audio or 
video material includes data, filers must include a tabular 
representation or other appropriate representation of that data in 
the electronically filed version of the document.

* * * * *
    (d) For electronically filed ASCII documents, the performance graph 
that is to appear in registrant proxy and

[[Page 24801]]

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), and the line graph 
that is to appear in registrant annual reports to security holders or 
prospectuses, as required by paragraph (b) of Item 5 of Form N-1A 
(Sec. 274.11A of this chapter), must be furnished to the Commission by 
presenting the data in tabular or chart form within the electronic 
ASCII document, in compliance with paragraph (a) of this section and 
the formatting requirements of the EDGAR Filer Manual.
    (e) Notwithstanding the provisions of paragraphs (a) through (d) of 
this section, electronically filed HTML documents must present the 
following information in an HTML graphic or image file within the 
electronic submission in compliance with the formatting requirements of 
the EDGAR Filer Manual: 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); the line 
graph that is to appear in registrant annual reports to security 
holders or prospectuses, as required by paragraph (b) of Item 5 of Form 
N-1A (Sec. 274.11A of this chapter); and any other graphic material 
required by rule or form to be filed with the Commission. Filers may, 
but are not required to, submit any other graphic material in an HTML 
document by presenting the data in an HTML graphic or image file within 
the electronic filing, in compliance with the formatting requirements 
of the EDGAR Filer Manual. However, filers may not present in a graphic 
or image file information such as text or tables that users must be 
able to search and/or download into spreadsheet form (e.g., financial 
statements); filers must present such material as text in an ASCII 
document or as text or an HTML table in an HTML document.
    (f) Electronic filers may not include animated graphics in any 
EDGAR document.


Sec. 232.311  [Amended]

    17. By amending Sec. 232.311 by removing paragraph (c) and 
redesignating paragraphs (d), (e), (f), (g), (h) and (i) as paragraphs 
(c), (d), (e), (f), (g), and (h), respectively.


Secs. 232.401 and 232.402  [Removed and Reserved]

    18. By removing and reserving Secs. 232.401 and 232.402 and 
removing the undesignated center heading preceding reserved 
Sec. 232.401.

    19. By amending Sec. 232.501 by revising the introductory text to 
read as follows:


Sec. 232.501  Modular submissions and segmented filings.

    An electronic filer may use the following procedures to submit 
information to the EDGAR system for subsequent inclusion in an 
electronic filing:
* * * * *

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

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

    Authority: 15 U.S.C. 77f, 77g, 77h, 77j, 77s, 77z-2, 77sss, 78c, 
78l, 78m, 78n, 78o(d), 78u-5, 78w(a), 78ll(d), 79e, 79f, 79g, 79j, 
79l, 79m, 79n, 79q, 79t, 80a-8, 80a-24, 80a-29, 80a-30 and 80a-37, 
unless otherwise noted.
* * * * *

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


    21. By amending Form S-2 (referenced in Sec. 239.12), General 
Instruction I, as follows:
    a. In the introductory text of paragraph H, remove the colon;
    b. In paragraph H(1), remove ``(1)'' and ``; and,'' and add a 
period at the end of the sentence; and
    c. Remove paragraph H.(2).

    22. By amending Form S-3 (referenced in Sec. 239.13), General 
Instruction I, as follows:
    a. In the introductory text of paragraph A.8.(1), remove the colon;
    b. In paragraph A.8.(1), remove ``(1)'' and ``; and,'' and add a 
period at the end of the sentence; and
    c. Remove paragraph A.8.(2).

    23. By amending Form S-8 (referenced in Sec. 239.16b), General 
Instruction A, as follows:
    a. In the introductory text of paragraph 3, remove the colon;
    b. In paragraph 3.(1), remove ``(1)'' and ``; and,'' and add a 
period at the end of the sentence; and
    c. Remove paragraph 3.(2).

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, 77z 2, 77eee, 
77ggg, 77nnn, 77sss, 77ttt, 78c, 78d, 78f, 78i, 78j, 78j-1, 78k, 
78k-1, 78l, 78m, 78n, 78o, 78p, 78q, 78s, 78u-5, 78w, 78x, 78ll(d), 
78mm, 79q, 79t, 80a-20, 80a-23, 80a-29, 80a-37, 80b-3, 80b-4 and 
80b-11, unless otherwise noted.
* * * * *

    25. By amending Sec. 240.0-2 by revising paragraph (b) to read as 
follows:


Sec. 240.0-2  Business hours of the Commission.

* * * * *
    (b) Submissions made in paper or on magnetic cartridge. Paper 
documents filed with or otherwise furnished to the Commission, as well 
as electronic filings and submissions on magnetic cartridge under cover 
of Form ET (Secs. 239.62, 249.445, 259.601, 269.6 and 274.401 of this 
chapter), may be submitted to the Commission each day, except 
Saturdays, Sundays and federal holidays, from 8 a.m. to 5:30 p.m., 
Eastern Standard Time or Eastern Daylight Saving Time, whichever is 
currently in effect.
* * * * *

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

    26. 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.

    27. By amending Sec. 250.21 by revising paragraph (b)(1) to read as 
follows:


Sec. 250.21  Filing of documents.

* * * * *
    (b) Electronic filings. (1) All documents required to be filed with 
the Commission under the Act or the rules and regulations thereunder 
must be filed at the principal office in Washington, DC via EDGAR by 
delivery to the Commission of a magnetic cartridge or by direct 
transmission.
* * * * *

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

    28. 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.

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


    29. By amending Form U5S (referenced in Sec. 259.5s) by removing 
General Instruction 8, removing Exhibit G to Item 10, and redesignating 
Exhibits H and I to Item 10 as Exhibits G and H.

    30. By amending Form U-1 (referenced in Sec. 259.101) by removing

[[Page 24802]]

Instruction G to Instructions as to Exhibits.

    31. By amending Form U-13-60 (referenced in Sec. 259.313) by 
removing Schedule XIX.

    32. By amending Form U-3A-2 (referenced in Sec. 259.402) by 
removing Exhibit B and by redesignating Exhibit C as Exhibit B.

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

    33. 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.

    34. By amending Sec. 260.0-5 by revising paragraph (b) to read as 
follows:


Sec. 260.0-5  Business hours of the Commission.

* * * * *
    (b) Submissions made in paper or on magnetic cartridge. Paper 
documents filed with or otherwise furnished to the Commission, as well 
as electronic filings and submissions on magnetic cartridge under cover 
of Form ET (Secs. 239.62, 249.445, 259.601, 269.6 and 274.401 of this 
chapter), may be submitted to the Commission each day, except 
Saturdays, Sundays and federal holidays, from 8 a.m. to 5:30 p.m., 
Eastern Standard Time or Eastern Daylight Saving Time, whichever is 
currently in effect.
* * * * *

PART 270--RULES AND REGULATIONS, INVESTMENT COMPANY ACT OF 1940

    35. The authority citation for Part 270 continues to read in part 
as follows:

    Authority: 15 U.S.C. 80a-1 et seq., 80a-34(d), 80a-37, 80a-39 
unless otherwise noted:
* * * * *


Sec. 270.8b-2  [Amended]

    36. By amending Sec. 270.8b-2 by removing the last sentence of the 
introductory text.


Sec. 270.8b-23  [Amended]

    37. By amending Sec. 270.8b-23 by removing the last sentence of 
paragraph (a).


Sec. 270.86-32  [Amended]

    38. By amending Sec. 270.8b-32 by removing paragraph (c)(2) and by 
removing the paragraph designation (c)(1).

PART 274--FORMS PRESCRIBED UNDER THE INVESTMENT COMPANY ACT OF 1940

    39. 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.

    40. By amending Form N-SAR (referenced in Sec. 274.101) by removing 
paragraph (1) of General Instruction F and redesignating paragraph (2) 
as General Instruction F and revising the last sentence to read as 
follows:

    Note: The text of Form N-SAR does not and the amendments will 
not appear in the Code of Federal Regulations.

OMB APPROVAL

OMB Number: 3235-0330
Expires: July 31, 2000
Estimated average burden hours per response: 14.85

UNITED STATES SECURITIES AND EXCHANGE COMMISSION, Washington, D.C.

Instructions and Form

FORM N-SAR
SEMI-ANNUAL REPORT FOR REGISTERED INVESTMENT COMPANIES
* * * * *
GENERAL INSTRUCTIONS
* * * * *

F. Filings on EDGAR.

    * * * Filers may not submit the form on magnetic cartridge.
* * * * *
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--FORMS PRESCRIBED UNDER THE TRUST INDENTURE ACT OF 1939
PART 274--FORMS PRESCRIBED UNDER THE INVESTMENT COMPANY ACT OF 1940

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

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

    42. The authority citation for Part 269 continues to read as 
follows:

    Authority: 15 U.S.C. 77ddd(c), 77eee, 77ggg, 77hhh, 77iii, 
77jjj, 77sss, 78ll(d), unless otherwise noted.

    43. By revising Form ET (referenced in Secs. 239.62, 249.445, 
259.601, 269.6 and 274.401 of this chapter) to read as follows:

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

OMB APPROVAL

OMB Number: 3235-0329
Expires: May 31, 2001
Estimated average burden hours per response: 0.25

UNITED STATES SECURITIES AND EXCHANGE COMMISSION, Washington, D.C.

FORM ET--TRANSMITTAL FORM FOR ELECTRONIC FORMAT DOCUMENTS UNDER THE 
EDGAR SYSTEM
PART I--SUBMISSION INFORMATION (Read the instructions before completing 
the following items.)
1. CIK of Sender of cartridges(s)
2. Name of Sender of cartridge(s)
3. Number of cartridge(s) in package
4. Person to contact if there are problems with the cartridge(s).
    a. Name: ________________________
    b. Telephone number (including area code): __________
PART II--MAGNETIC CARTRIDGE INFORMATION
1. Volume ID on internal label:
2. Language: ________ASCII    ________EBCDIC
3. Density: ________1600 bpi________6250 bpi
Form ET--General Instructions
1. Rule as to Use of Form ET.
    One copy of this form must accompany all magnetic cartridge 
submissions. Address magnetic cartridges, regardless of the manner of 
delivery, to

ATTN: DOCUMENT CONTROL--EDGAR
U.S. SECURITIES AND EXCHANGE COMMISSION
450 5TH STREET, N.W.
WASHINGTON, D.C. 20549-0104

2. Preparation of Magnetic Cartridge Submissions.
    Please refer to the EDGAR Filer Manual which contains information 
and procedures for electronic filing.
    A. You may include more than one submission on a magnetic 
cartridge. However, you must place each submission in a single, 
separate file. We will assume that each file and a magnetic cartridge 
contains a separate submission and will transfer all such files to the 
EDGAR system. Therefore,

[[Page 24803]]

you should recheck all files before sending a magnetic cartridge to us 
to ensure that the cartridge contains only those files you intend to 
send.
    B. If you use more than one magnetic cartridge, indicate their 
order of processing on the external label of each magnetic cartridge, 
e.g., 1 of 3; 2 of 3, etc.
    C. Please write the CIK of the Sender on the external label of each 
magnetic cartridge.
    D. To expedite the processing of magnetic cartridges, please write 
the following in large, bold letters on the envelope or carton: EDGAR 
MAGNETIC CARTRIDGE.
3. Preparation of Form.
    A. Complete this form carefully, since we will use the data on this 
form to transfer submissions from the magnetic cartridge(s) to the 
EDGAR system.
    B. Make sure that the CIK and the Name of Sender requested in Part 
I is that of the filer or filing agent, whichever prepared and sent the 
magnetic cartridge(s) to us.
    C. Make sure that the contact person you identify in Part I is a 
person who can respond to technical questions concerning the electronic 
preparation of the magnetic cartridge(s).
    D. If you include more than one filer and/or more than one 
submission on the magnetic cartridge(s), you do not need to complete a 
separate form for each filer or submission if the information contained 
in Parts I, II, and III is identical for all filers and all 
submissions.
4. Signatures.
    There are no separate signature requirements for Form ET. However, 
each of the various electronic forms you wish to file on magnetic 
cartridge that accompany the Form ET contains certain signature 
requirements. These electronic forms should include typed signatures. 
See Rule 302 of Regulation S-T (Sec. 232.302 of this chapter).
5. Application of General Rules and Regulations.
    Electronic filers are subject to Regulation S-T (Part 232 of this 
chapter) and the EDGAR Filer Manual. We direct your attention to the 
General Rules and Regulations under the Securities Act of 1933, the 
Securities Exchange Act of 1934, the Public Utility Holding Company Act 
of 1935, the Trust Indenture Act of 1939, the Investment Company Act of 
1940, and the electronic filing rules and regulations under these Acts.

    By the Commission.
    Dated: April 24, 2000.
Margaret H. McFarland,
Deputy Secretary.
[FR Doc. 00-10501 Filed 4-26-00; 8:45 am]
BILLING CODE 8010-01-P