[Federal Register Volume 65, Number 122 (Friday, June 23, 2000)]
[Rules and Regulations]
[Pages 39086-39087]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 00-15489]


=======================================================================
-----------------------------------------------------------------------

SECURITIES AND EXCHANGE COMMISSION

17 CFR Part 232

[Release Nos. 33-7867; 34-42942; 35-27185; 39-2386; IC-24498]
RIN 3235-AG96


Adoption of Updated EDGAR Filer Manual

AGENCY: Securities and Exchange Commission.

ACTION: Final rule.

-----------------------------------------------------------------------

SUMMARY: The Commission is adopting revisions to the EDGAR Filer Manual 
and is providing for their incorporation by reference into the Code of 
Federal Regulations. On May 16, 2000, we adopted a new Volume II, which 
described the Modernized EDGAR system implemented by EDGAR Release 7.0. 
Today, we are adopting conforming changes to the parts of the EDGAR 
Manual that concern the old (Legacy) EDGAR system (Volume I) and the 
filing of Form N-SAR documents (Volume III).

EFFECTIVE DATE: June 23, 2000. The incorporation by reference of the 
EDGAR Filer Manual is approved by the Director of the Federal Register 
as of June 23, 2000.

FOR FURTHER INFORMATION CONTACT: In the Office of Information 
Technology, Richard Heroux at (202) 942-8800; in the Division of 
Investment Management, for questions concerning investment company 
filings, Shaswat K. Das, Attorney, at (202) 942-0978, and for questions 
concerning Volume III (N-SAR Supplement), Carolyn A. Miller, Senior 
Financial Analyst, at (202) 942-0513; 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: The EDGAR Filer Manual (``Filer Manual'') 
describes the technical formatting requirements for the preparation and 
submission of electronic filings through the Electronic Data Gathering, 
Analysis, and Retrieval (``EDGAR'') system.\1\ On May 16, 2000, we 
adopted a new Volume II of the Filer Manual, containing the technical 
specifications for using the new modernized EDGAR system implemented by 
EDGAR Release 7.0.\2\ Today we are updating the provisions of the Filer 
Manual governing the Legacy EDGAR system, and the N-SAR Supplement, to 
reflect the limited changes being made to these systems with the 
implementation of EDGAR Release 7.0. The Filer Manual provisions 
governing the Legacy EDGAR system are found in Volume I.\3\ The 
provisions governing N-SAR filings are found in Volume III.
---------------------------------------------------------------------------

    \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 May 16, 2000. See Release No. 33-7858 (May 16, 2000) 
[65 FR 34079].
    \2\ EDGAR Release 7.0 includes features that will be available 
for the first time to filers using a new, modernized version of 
EDGARLink software, the filer assistance software we provide filers 
filing on the EDGAR system. Among these features are the ability to 
include expanded hyperlinks and graphics in filings, and to make 
filings over the Internet.
    \3\ We will be maintaining the Legacy EDGAR system at least 
until November 1, 2000. We are doing this to provide filers abundant 
time to transition to the new modernized system.
---------------------------------------------------------------------------

    Filers must comply with the applicable provisions of the Filer 
Manual in order to assure the timely acceptance and processing of 
filings made in electronic format.\4\ Filers should consult the Filer 
Manual in conjunction with our rules governing mandated electronic 
filing when preparing documents for electronic submission.\5\
---------------------------------------------------------------------------

    \4\ See Rule 301 of Regulation S-T (17 CFR 232.301).
    \5\ 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; Release No. 33-7684 (May 17, 
1999) [64 FR 27888], in which we adopted amendments to implement the 
first stage of EDGAR modernization; and Release No. 33-7855 (April 
24, 2000) [65 FR 23937], in which we implemented EDGAR Release 7.0.
---------------------------------------------------------------------------

    The principal revisions to the Legacy EDGAR provisions reflect 
these changes in EDGAR Release 7.0: an update to the use of magnetic 
tape cartridges and the removal of 9 track tapes when support of the 
Legacy EDGAR system ends; the elimination of diskette filing effective 
July 10, 2000; and the need for filers using the Legacy EDGAR software 
system to update company information, change passwords or change CIK 
confirmation codes by either entering the new data using the new EDGAR 
website available on the Internet or submitting an amended Form ID. 
Filers using the old version of EDGARLink will not be able to take 
advantage of EDGAR's new graphic and hypertext linking features.
    The principal revision to the N-SAR provisions reflects the 
capability to install and run the N-SAR application under a Windows 
operating system environment. While filers will be able to submit their 
Forms N-SAR using the modernized EDGARLink, we do not encourage its use 
at this point, since certain header-building assistance and error 
checking is not yet available to filers using the modernized EDGARLink.
    We are also amending Rule 301 of Regulation S-T to provide for the 
incorporation by reference into the Code of Federal Regulations of the 
updated Volumes I and III of the Filer Manual. This 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.
    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, NW., Washington DC 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).\6\ It follows that the requirements 
of the Regulatory Flexibility Act \7\ do not apply.
---------------------------------------------------------------------------

    \6\ 5 U.S.C. 553(b).
    \7\ 5 U.S.C. 601-612.
---------------------------------------------------------------------------

    The effective date for the updated Filer Manual and the rule 
amendments is June 23, 2000. In accordance with the APA,\8\ we find 
that there is good cause to establish an effective date less than 30 
days after publication of these rules. The EDGAR system upgrade to 
Release 7.0 took effect on May 30, 2000. The Commission believes that 
it is necessary

[[Page 39087]]

to coordinate the effectiveness of the updated Filer Manual with the 
scheduled system upgrade in order to minimize confusion to EDGAR 
filers.
---------------------------------------------------------------------------

    \8\ 5 U.S.C. 553(d)(3).
---------------------------------------------------------------------------

Statutory Basis

    We are adopting the amendments to Regulation S-T under Sections 6, 
7, 8, 10, and 19(a) of the Securities Act,\9\ Sections 3, 12, 13, 14, 
15, 23, and 35A of the Securities Exchange Act of 1934,\10\ Section 20 
of the Public Utility Holding Company Act of 1935,\11\ Section 319 of 
the Trust Indenture Act of 1939,\12\ and Sections 8, 30, 31, and 38 of 
the Investment Company Act.\13\
---------------------------------------------------------------------------

    \9\ 15 U.S.C. 77f, 77g, 77h, 77j and 77s(a).
    \10\ 15 U.S.C. 78c, 78l, 78m, 78n, 78o, 78w and 78ll.
    \11\ 15 U.S.C. 79t.
    \12\ 15 U.S.C. 77sss.
    \13\ 15 U.S.C. 80a-8, 80a-29, 80a-30 and 80a-37.
---------------------------------------------------------------------------

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. For 
the period during which Legacy EDGAR will be available, prior to the 
complete transition to the use of Modernized EDGAR, the EDGAR Filer 
Manual will consist of three parts. For filers using Legacy EDGAR, the 
requirements are set forth in EDGAR Filer Manual (Release 7.0), Volume 
I--Legacy EDGARLink. For filers using modernized EDGARLink, the 
requirements are set forth in EDGAR Filer Manual (Release 7.0), Volume 
II--Modernized EDGARLink. Additional provisions applicable to Form N-
SAR filers are set forth in EDGAR Filer Manual (Release 7.0), Volume 
III--N-SAR Supplement. All of these provisions have been incorporated 
by reference into the Code of Federal Regulations, 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, NW., Washington, DC 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: June 14, 2000.

    By the Commission.
Margaret H. McFarland,
Deputy Secretary.
[FR Doc. 00-15489 Filed 6-22-00; 8:45 am]
BILLING CODE 8010-01-U