[Federal Register Volume 65, Number 13 (Thursday, January 20, 2000)]
[Rules and Regulations]
[Pages 3123-3124]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 00-1123]


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SECURITIES AND EXCHANGE COMMISSION

17 CFR Part 232

[Release Nos. 33-7789; 34-42327; 35-27123; 39-2380; IC-24235]
RIN 3235-AG96


Adoption of Updated EDGAR Filer Manual

AGENCY:  Securities and Exchange Commission.

ACTION:  Final rule.

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SUMMARY:  The Commission is adopting an updated edition of the EDGAR 
Filer Manual and is providing for its incorporation by reference into 
the Code of Federal Regulations.

EFFECTIVE DATE:  January 24, 2000. The new edition of the EDGAR Filer 
Manual (Release 6.75) will be effective on January 24, 2000. The 
incorporation by reference of the EDGAR Filer Manual is approved by the 
Director of the Federal Register as of January 24, 2000.

FOR FURTHER INFORMATION CONTACT:  In the Office of Information 
Technology, Michael E. Bartell at (202) 942-8800; for questions 
concerning investment company filings, Ruth Armfield Sanders, Senior 
Special Counsel, or Shaswat K. Das, Attorney, Division of Investment 
Management, at (202) 942-0978; and for questions concerning Corporation 
Finance company filings, Herbert Scholl, Office Chief, EDGAR and 
Information Analysis, Division of Corporation Finance, at (202) 942-
2930.

SUPPLEMENTARY INFORMATION:  Today we are adopting an updated EDGAR 
Filer Manual (``Filer Manual''), which describes the technical 
formatting requirements for the preparation and submission of 
electronic filings through the Electronic Data Gathering, Analysis, and 
Retrieval (EDGAR) system.\1\ Filers must comply with the provisions of 
the Filer Manual in order to assure the timely acceptance and 
processing of filings made in electronic format.\2\ Filers should 
consult the Filer Manual in conjunction with our rules governing 
mandated electronic filing when preparing documents for electronic 
submission.\3\
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    \1\ We originally adopted the Filer Manual on April 1, 1993, 
with an effective date of April 26, 1993. Release No. 33-6986 (Apr. 
1, 1993) [58 FR 18638]. We implemented the most recent update to the 
Filer Manual on October 18, 1999. See Release No. 33-7752 (October 
20, 1999) [64 FR 56430].
    \2\ See Rule 301 of Regulation S-T (17 CFR 232.301).
    \3\ See Release Nos. 33-6977 (Feb. 23, 1993) [58 FR 14628], IC-
19284 (Feb. 23, 1993) [58 FR 14848], 35-25746 (Feb. 23, 1993) [58 FR 
14999], and 33-6980 (Feb. 23, 1993) [58 FR 15009] in which we 
comprehensively discuss the rules we adopted to govern mandated 
electronic filing. See also Release No. 33-7122 (Dec. 19, 1994) [59 
FR 67752], in which we made the EDGAR rules final and applicable to 
all domestic registrants; Release No. 33-7427 (July 1, 1997) [62 FR 
36450], in which we adopted minor amendments to the EDGAR rules; 
Release No. 33-7472 (Oct. 24, 1997) [62 FR 58647], in which we 
announced that, as of January 1, 1998, we would not accept in paper 
filings that we require filers to submit electronically; Release No. 
34-40935 (Jan. 12, 1999) [64 FR 2843], in which we made mandatory 
the electronic filing of Form 13F; and Release No. 33-7684 (May 17, 
1999) [64 FR 27888], in which we adopted amendments to implement the 
first stage of EDGAR modernization.
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    The purpose of this new version of EDGAR and the Filer Manual 
(Release 6.75) is to add new form types and delete several old ones.\4\
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    \4\ We have added the new Williams Act submission types to 
accommodate the new rules that will become effective January 24, 
2000. See Release No. 33-7760 (Oct. 22, 1999) [64 FR 61408].
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    We have added the following submission types to EDGAR:
    <bullet> SC TO-C--Written communication relating to an issuer or 
third party tender offer not by the subject company.
    <bullet> SC 14D9-C--Written communication by the subject company 
relating to a tender offer by a third party.
    <bullet> SC TO-I and SC TO-I/A--Tender offer schedule and amendment 
filed by the issuer.
    <bullet> SC TO-T and SC TO-T/A--Tender offer schedule and amendment 
filed by a third party.
    <bullet> 425--A prospectus or other communication in connection 
with business combination transactions.
    <bullet> N-6 and N-6/A--Submission types for registration 
statements and pre-effective amendments for separate accounts (unit 
investment trusts) if we adopt our proposed Form N-6.\5\
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    \5\ See Release Nos. 33-7514; IC-23066 (Mar. 2, 1998) [63 FR 
13988], in which we proposed new Form N-6 for insurance company 
separate accounts that are registered as unit investment trust and 
that offer variable life policies.

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[[Page 3124]]

    <bullet> 497AD--Prospectus filed by certain investment companies 
under Rule 482 \6\(482 ads).\7\ Filers who are required to file 482 ads 
with us in accordance with Rule 497 and the NOTE to Rule 482(c) should 
submit their 482 ads under this new submission type.
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    \6\ 17 CFR 230.482.
    \7\ The mandated electronic submissions of rule 101(a)(1)(i) of 
Regulation S-T [17 CFR 232.101(a)(1)(i)] omcide 482 ads where we 
require filers to file them with us. See Release 33-7122 at footnote 
32 and accompanying text.
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    Appendices A and B of the Filer Manual contain the descriptions and 
associated tagging requirements for all of the new submission types. We 
also have added a new section to Table 6 of Appendix A, entitled, 
``Miscellaneous Filings Under the Securities Act.'' This section groups 
several new and existing submission types (425, DEL AM, RW, AW, and 
497AD) used by investment companies to make filings under Securities 
Act Rules 425, 473, 477, and 482.\8\
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    \8\ 17 CFR 230.425, 230.473, 230.477, and 230.482.
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    We have also made the following changes effective after Release 
6.75 is issued:
    <bullet> The EDGAR system will no longer support the following form 
types: SC 13E4 and SC 14D1.
    <bullet> We will add the submission's accession number to the 
subject line of all notices to filers of acceptance or suspension.
    <bullet> We will revise EDGARLink so that filers will be able to 
perform a version verify upgrade of the software while in a Windows 
environment.
    Finally, we are amending Rule 301 of Regulation S-T to provide for 
the incorporation by reference of the Filer Manual into the Code of 
Federal Regulations, which incorporation by reference was approved by 
the Director of the Federal Register in accordance with 5 U.S.C. 552(a) 
and 1 CFR Part 51. The revised Filer Manual and the amendments to Rule 
301 will be effective on January 24, 2000.
    You may obtain paper copies of the updated Filer Manual at the 
following address: Public Reference Room, U.S. Securities and Exchange 
Commission, 450 Fifth Street, N.W., Washington D.C. 20549-0102. We will 
post electronic format copies on the SEC's Web Site. The SEC's Web Site 
address for the Filer Manual is http://www.sec.gov/asec/ofis/filerman.htm. You may also obtain copies from Disclosure Incorporated, 
the paper and microfiche contractor for the Commission, at (800) 638-
8241.
    Since the Filer Manual relates solely to agency procedures or 
practice, publication for notice and comment is not required under the 
Administrative Procedure Act (APA).\9\ It follows that the requirements 
of the Regulatory Flexibility Act \10\ do not apply.
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    \9\ 5 U.S.C. 553(b).
    \10\ 5 U.S.C. 601-612.
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    The effective date for the updated Filer Manual and the rule 
amendments is January 24, 2000. In accordance with the APA,\11\ we find 
that there is good cause to establish an effective date less than 30 
days after publication of these rules.
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    \11\ 5 U.S.C. 553(d)(3).
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Statutory Basis

    We are adopting the amendments to Regulation S-T under Sections 6, 
7, 8, 10, and 19(a) of the Securities Act,\12\ Sections 3, 12, 13, 14, 
15, 23, and 35A of the Securities Exchange Act of 1934,\13\ Section 20 
of the Public Utility Holding Company Act of 1935,\14\ Section 319 of 
the Trust Indenture Act of 1939,\15\ and Sections 8, 30, 31, and 38 of 
the Investment Company Act.\16\
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    \12\ 15 U.S.C. 77f, 77g, 77h, 77j and 77s(a).
    \13\ 15 U.S.C. 78c, 78l, 78m, 78n, 78o, 78w and 78ll.
    \14\ 15 U.S.C. 79t.
    \15\ 15 U.S.C. 77sss.
    \16\ 15 U.S.C. 80a-8, 80a-29, 80a-30 and 80a-37.
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List of Subjects in 17 CFR Part 232

    Incorporation by reference, Reporting and recordkeeping 
requirements, Securities.

Text of the Amendment

    In accordance with the foregoing, Title 17, Chapter II of the Code 
of Federal Regulations is amended as follows:

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

    1. 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.

    2. Section 232.301 is revised to read as follows:


Sec. 232.301  EDGAR Filer Manual.

    Filers must prepare electronic filings in the manner prescribed by 
the EDGAR Filer Manual, promulgated by the Commission, which sets out 
the technical formatting requirements for electronic submissions. The 
January 24, 2000 edition of the EDGAR Filer Manual: Guide for 
Electronic Filing with the U.S. Securities and Exchange Commission 
(Release 6.75) is incorporated into the Code of Federal Regulations by 
reference, which action was approved by the Director of the Federal 
Register in accordance with 5 U.S.C. 552(a) and 1 CFR Part 51. You must 
comply with these requirements in order for documents to be timely 
received and accepted. You can obtain paper copies of the EDGAR Filer 
Manual from the following address: Public Reference Room, U.S. 
Securities and Exchange Commission, 450 5th Street, N.W., Washington, 
D.C. 20549-0102 or by calling Disclosure Incorporated at (800) 638-
8241. Electronic format copies are available on the SEC's Web Site. The 
SEC's Web Site address for the Manual is http://www.sec.gov/asec/ofis/filerman.htm. Information on becoming an EDGAR e-mail/electronic 
bulletin board subscriber is available by contacting TRW/UUNET at (703) 
345-8900 or at www.trw-edgar.com.

    Dated: January 11, 2000.

    By the Commission.
Margaret H. McFarland,
Deputy Secretary.
[FR Doc. 00-1123 Filed 1-19-00; 8:45 am]
BILLIING CODE 8010-10-P