24788 Federal Register / Vol. 65, No. 82 / Thursday, April 27, 2000 / Rules and Regulations

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.

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.

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 §§ 230.110(b),

232.12(b), 240.0–2(b), 250.21(b)(1),

260.0–5(b), and Form ET (referenced in

§§ 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 §§ 228.601,

229.601, 230.483(e), 232.105(a),

232.303(a)(4), the undesignated center

heading preceding §§ 232.401 and

232.402, §§ 232.401, 232.402, Forms S–

2, S–3, and S–8 (referenced in §§ 239.12,

239.13, and 239.16b respectively), and

Forms U5S, U–1, U–13–60, and U–3A–

2 (referenced in §§ 259.5s, 259.101,

259.313, and 259.402 respectively),

§§ 270.8b-2, 270.8b-23, 270.8b-32, and

Form N-SAR (referenced in § 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–B1 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–SAR15 under

the Investment Company Act of 1940

(Investment Company Act); 16 and Form

ET17 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

EDGAR Release 7.0 includes the

following new features and changes that

we address in the amendments today:

• The ability to include graphic and

image files in HTML filings;

• 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;

• The addition of the Internet, and

removal of diskettes, as an available

means of transmitting filings to the

EDGAR system; and

• 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

Federal Register / Vol. 65, No. 82 / Thursday, April 27, 2000 / Rules and Regulations 24789

19On 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).

20We continue to allow filers to submit

documents in the text-based American Standard

Code for Information Interchange (ASCII) format.

21Rulemaking 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).

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).

23We 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].

24We 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.

25We 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].

26We 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.

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:

• Deferred effective dates for the

elimination of diskettes and Financial

Data Schedules; and

• 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.

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.

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.

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

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

24790 Federal Register / Vol. 65, No. 82 / Thursday, April 27, 2000 / Rules and Regulations

27We discuss the modernized EDGARLink in

Section I.I below.

28Tags 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.

29The modified 3.2 tag set does not include

proprietary extensions that are not supported by all

browsers.

30For example, we will continue to suspend

submissions containing executable code.

31For 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. 33Filers 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. 34Several commenters suggested this approach in

response to the 1999 proposing release. 35 17 CFR 232.104. 36As 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. 37Filers 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. 38Filers 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].

39We discuss the modernized EDGARLink in

Section I.I below.

40For example, filers may not present financial

statements as graphics, since this would impair the

usefulness of the statements.

41The EDGAR Filer Manual continues to prohibit

filers from including ‘‘nested tables’’ in their HTML

documents.

42The EDGAR Filer Manual prohibits the use of

graphics as background because their use may

interfere with the legibility of documents.

43See, 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].

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.

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

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.

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.

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.

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.

Federal Register / Vol. 65, No. 82 / Thursday, April 27, 2000 / Rules and Regulations 24791

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.

45Rule 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.

46For example, EDGAR ‘‘CORRESP’’ and

‘‘COVER’’ documents are non-public and are not

disseminated. However, EDGAR will disseminate

graphics files associated with these document

types.

47For example, companies may include a

prospectus table of contents containing links to the

various sections of the prospectus.

48The 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. 49As 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.

50We discuss the modernized EDGARLink in

Section I.I below.

51See 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.

52The 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.

53This 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.

While we asked for comment on all

three approaches, we proposed the

second approach.

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

As noted in the 2000 proposing

release, filers should not include nonpublic 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.

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

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.

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

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

24792 Federal Register / Vol. 65, No. 82 / Thursday, April 27, 2000 / Rules and Regulations

54For 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.

55Cf. Rule 412 [17 CFR 230.412], which addresses

amended or superseded material incorporated by

reference into a Securities Act registration

statement or prospectus.

56Of course, this would be necessary only during

the pendency of the offering.

57 17 CFR 230.424.

58 17 CFR 230.497.

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).

60The 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.

61See Rules 12(b) and 12(c) of Regulation S–T [17

CFR 232.12(b) and 232.12(c)].

62EDGARLink 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.

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.

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

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

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.

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.

With EDGAR Release 7.0, filers using

the modernized EDGARLink also may

make EDGAR filings through Internetbased technology via an Internet Service

Provider (ISP) of their choice. We are

providing security by Secure Socket

Layer (SSL, i.e., encrypted

Federal Register / Vol. 65, No. 82 / Thursday, April 27, 2000 / Rules and Regulations 24793

63The EDGAR Filer Manual sets forth the detailed

specifications for and guidance on obtaining

certificates.

64See Rule 12(b) of Regulation S–T [17 CFR

232.12(b)].

65See 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].

66The 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.

67An 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].

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).

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.

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.

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 browserlike 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.

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.

24794 Federal Register / Vol. 65, No. 82 / Thursday, April 27, 2000 / Rules and Regulations

68With 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.

69Rule 11 of Regulation S–T [17 CFR 232.11].

70See 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).

71See Release No. 33–6977 (Feb. 23, 1993) [58 FR

14628].

72We 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.

73Rule 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.

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 lastminute 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

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.

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.

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,

Federal Register / Vol. 65, No. 82 / Thursday, April 27, 2000 / Rules and Regulations 24795

74Rule 104(b) [17 CFR 323.104(b)].

75Rule 105(b) [17 CFR 232.105(b)].

76Rule 105(c) [17 CFR 105(c)].

77Rule 302. We do not require signatures in

unofficial PDF copies.

78We would not object, however, if filers include

script signatures in addition to the required typed

signatures in HTML documents.

79We 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.’’

80See the 1999 adopting release, at footnote 58.

81We 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.

82 44 U.S.C. 3501 et seq.

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.

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.

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.

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.

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

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.

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

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

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–

24796 Federal Register / Vol. 65, No. 82 / Thursday, April 27, 2000 / Rules and Regulations

83OMB 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.

84Regulations S–K and S–B do not impose

reporting burdens directly on public companies.

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.

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 × 3,617).

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 × 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 ×

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 ×

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

Federal Register / Vol. 65, No. 82 / Thursday, April 27, 2000 / Rules and Regulations 24797

respondents will be 76,583 hours (137 ×

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 ×

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 × 32 × 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 × 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 ×

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

× 34 × 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 × 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 ×

3,300 × 14.75) + (733 × 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 × 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 ×

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 ×

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 ×

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 onehour 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

24798 Federal Register / Vol. 65, No. 82 / Thursday, April 27, 2000 / Rules and Regulations

85We 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.

86 15 U.S.C. 77b(b).

87 15 U.S.C. 78c(f).

88 15 U.S.C. 80a-2(c).

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.

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 anticompetitive 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.

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

Federal Register / Vol. 65, No. 82 / Thursday, April 27, 2000 / Rules and Regulations 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 § 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 § 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 § 230.110 by revising

paragraph (b) to read as follows:

§ 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

(§§ 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 § 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:

24800 Federal Register / Vol. 65, No. 82 / Thursday, April 27, 2000 / Rules and Regulations

§ 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 § 232.11 by removing

the definition of ‘‘Phase-in date’’ and by

revising the definition of ‘‘Official

filing’’ to read as follows:

§ 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 § 232.12 by revising

paragraphs (b) and (c) to read as follows:

§ 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 (§§ 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 § 232.103 to read as

follows:

§ 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 § 232.104 by revising

paragraph (b) and adding paragraph (f)

to read as follows:

§ 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 § 232.105, by revising

paragraph (a) effective January 1, 2001,

and paragraphs (b) and (c) effective May

30, 2000, to read as follows:

§ 232.105 Limitation on use of HTML

documents and hypertext links.

(a) Electronic filers must submit the

following documents in ASCII: Form N–

SAR (§ 274.101 of this chapter) and

Form 13F (§ 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 § 232.302 by revising

paragraph (a) to read as follows:

§ 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 § 232.104.

* * * * *

15. By amending § 232.303 by

removing paragraph (a)(4).

16. By amending § 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:

§ 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

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

(§ 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 (§ 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

(§ 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 (§ 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.

§ 232.311 [Amended]

17. By amending § 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.

§§ 232.401 and 232.402 [Removed and

Reserved]

18. By removing and reserving

§§ 232.401 and 232.402 and removing

the undesignated center heading

preceding reserved § 232.401.

19. By amending § 232.501 by revising

the introductory text to read as follows:

§ 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 § 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 § 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 § 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 § 240.0–2 by revising

paragraph (b) to read as follows:

§ 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

(§§ 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 § 250.21 by revising

paragraph (b)(1) to read as follows:

§ 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 § 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 § 259.101) by removing

24802 Federal Register / Vol. 65, No. 82 / Thursday, April 27, 2000 / Rules and Regulations

Instruction G to Instructions as to

Exhibits.

31. By amending Form U–13–60

(referenced in § 259.313) by removing

Schedule XIX.

32. By amending Form U–3A–2

(referenced in § 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 § 260.0–5 by revising

paragraph (b) to read as follows:

§ 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

(§§ 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:

* * * * *

§ 270.8b–2 [Amended]

36. By amending § 270.8b–2 by

removing the last sentence of the

introductory text.

§ 270.8b–23 [Amended]

37. By amending § 270.8b–23 by

removing the last sentence of paragraph

(a).

§ 270.86–32 [Amended]

38. By amending § 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 § 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 §§ 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: llllllllllll

b. Telephone number (including area

code): lllll

PART II—MAGNETIC CARTRIDGE

INFORMATION

1. Volume ID on internal label:

2. Language: llllASCII

llllEBCDIC

3. Density: llll1600

bpillll6250 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,

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