[Federal Register Volume 62, Number 130 (Tuesday, July 8, 1997)]
[Proposed Rules]
[Pages 36467-36475]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 97-17712]


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SECURITIES AND EXCHANGE COMMISSION

17 CFR PARTS 232, 240, and 249

[Release Nos. 34-38800; IC-22731. File No. S7-18-97]
RIN 3235-AG97


Rulemaking for EDGAR System

AGENCY: Securities and Exchange Commission.

ACTION: Proposed rules.

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SUMMARY: The Securities and Exchange Commission (``Commission'') is 
proposing to require electronic filing of Form 13F by institutional 
investment managers via the Electronic Data Gathering, Analysis, and 
Retrieval (``EDGAR'') system. The proposal would require filings of 
Form 13F to be made by either direct transmission, magnetic tape, or 
diskette. Under this proposal, these reports would be filed 
electronically and have the same degree of availability to the public 
as other Commission electronic filings.

DATES: Comments must be submitted on or before August 7, 1997.

ADDRESSES: Comments should be submitted in triplicate to Jonathan G. 
Katz, Secretary, Securities and Exchange Commission, 450 Fifth Street, 
N.W., Washington, D.C. 20549. Comments also may be submitted 
electronically at the following E-mail address: [email protected]. 
All comment letters should refer to File No. S7-18-97; this file number 
should be included in the subject line if E-mail is used. Comment 
letters will be available for inspection and copying in the 
Commission's Public Reference Room, 450 Fifth Street, N.W., Washington, 
D.C. 20549. Electronically submitted comment letters will also be 
posted on the Commission's Internet Web Site (http://www.sec.gov).


[[Page 36468]]


FOR FURTHER INFORMATION CONTACT: Anthony A. Vertuno, Senior Special 
Counsel, or Ruth Armfield Sanders, Senior Counsel, Division of 
Investment Management, at (202) 942-0591 or (202) 942-0633.

SUPPLEMENTARY INFORMATION: The Commission requests public comment on a 
proposal to require mandatory electronic filing of Form 13F 
1 by institutional investment managers in accordance with 
the Commission's rules implementing the EDGAR system.2 The 
changes, if adopted, will affect Regulation S-T; rules 13f-1 and 13f-2 
3 under the Securities Exchange Act of 1934 (``Exchange 
Act''); 4 and Forms 13F and 13F-E 5 under the 
Exchange Act.
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    \1\ 17 CFR 249.325.
    \2\ For a comprehensive discussion of the rules adopted by the 
Commission governing mandated electronic filing, 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]. See also Release No. 33-7072 (July 8, 1994 
[59 FR 36258], relating to implementation of Financial Data 
Schedules, Release No. 33-7122 (Dec. 19, 1994) [59 FR 67752], making 
the EDGAR rules final and applicable to all domestic registrants and 
adopting minor amendments to the EDGAR rules, and Release No. 33-
7241 (Nov. 13, 1995) [60 FR 57682], adopting an updated EDGAR Filer 
Manual, version 4.40 (the ``EDGAR Filer Manual'') and technical 
amendments to the EDGAR rules. See also Release No. 33-7427 (July 1, 
1997) adopting certain technical amendments to the EDGAR rules.
    \3\ 17 CFR 240.13f-1 and 240.13f-2.
    \4\ 15 U.S.C. 78a et seq.
    \5\ 17 CFR 249.326.
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I. Background and Proposed Amendments

    In February 1993, the Commission adopted Regulation S-T, governing 
mandatory electronic filing, and a number of amendments to its rules, 
schedules and forms, to implement the EDGAR system and require 
registrants whose filings are processed by the Division of Corporation 
Finance and the Division of Investment Management to make most of their 
submissions electronically. A graduated phase-in process to mandatory 
electronic filing began on April 26, 1993, and ended on May 6, 1996, 
when all filers not previously phased in became subject to mandatory 
electronic filing.
    The Commission has gained substantial experience with the EDGAR 
system and its implementing regulations since the first mandated 
filings were made in April 1993 and has determined that it should 
proceed with mandatory electronic filing of Form 13F. The public 
interest in having these reports, along with other filings, available 
electronically has increased, and the Commission believes these reports 
should have the same degree of availability as other Commission 
filings. The specific proposal is set forth below.

A. General

    Form 13F reports are filed by institutional investment managers to 
report certain equity securities holdings of their managed 
accounts.6 During phase-in to mandatory electronic filing, 
filers have not been required to file Form 13F reports electronically. 
Currently, Form 13F reports can be filed electronically on Form 13F-E, 
the electronic version of Form 13F, on a voluntary basis.7 
Now that filer phase-in has been completed, the Commission proposes to 
make electronic filing of Form 13F mandatory.
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    \6\ Section 13(f)(1) of the Exchange Act [15 U.S.C. 78m(f)(1)] 
requires institutional investment managers exercising investment 
discretion over accounts holding at least $100 million in fair 
market value of certain equity securities to file a report on Form 
13F with the Commission at the times set forth in rule 13f-1 [17 CFR 
240.13f-1].
    \7\ In the EDGAR Pilot system and following the opening of the 
operational EDGAR system, Form 13F reports could be filed on Form 
13F-E, under temporary rule 13f-2(T) [17 CFR 240.13f-2(T)], proposed 
in Release No. 34-23694 (Oct. 8, 1986) [51 FR 37291], adopted in 
Release No. 34-24206 (Mar. 12, 1987) [52 FR 9151], amended to govern 
the filing of Form 13F on operational EDGAR in Release No. IC-18664 
(Apr. 20, 1992) [57 FR 18223], and made permanent with minor 
amendments in Release No. IC-19284. See Rule 101(b)(7) of Regulation 
S-T [17 CFR 232.101(b)(7)].
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    Unlike other EDGAR submissions, which can be prepared and filed as 
``free text'' documents, Form 13F-E must be prepared as a structured 
file with a position-sensitive layout of data records.8 To 
help ensure that filers used the specified structure, the Commission 
requires Form 13F-E to be submitted by magnetic tape. Form 13F-E 
reports consist of large numbers of similar data records, and magnetic 
tape filings provide an efficient means of standardizing the filing 
format and facilitating automated and accurate transfer and tabulation 
of the reported data.9 However, only about five percent of 
the approximately 1800 filers of Form 13F choose to file the form 
electronically on Form 13F-E.
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    \8\ Instructions for filing electronically Form 13F-E appear in 
the form and in the EDGAR Filer Manual.
    \9\ Section 13(f)(3) of the Exchange Act requires the Commission 
to tabulate the information reported under Section 13(f)(1). 
Disclosure Inc., under contract with the Commission, tabulates the 
reported securities holdings both by the issuer of the securities 
being held (showing the portfolio manager whose clients hold the 
securities) and by reporting portfolio manager (showing the 
securities being held by each reporting portfolio manager). These 
tabulations are made available in the Commission's public reference 
room and are published by Disclosure Inc. in both hard copy and on-
line computerized form.
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    The standardized format is also used by EDGAR, which performs some 
pre-dissemination processing of the filings. Successful pre-
dissemination processing 10 depends directly on the filer's 
compliance with the format requirements for the form.
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    \10\ Pre-dissemination processing of Form 13F-E includes 
pagination, insertion of column headings on each page, and make-up 
of a cover page for the filing using data elements tagged by the 
filer.
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    Electronic filing of reports on Form 13F-E is optional under the 
current EDGAR filing rules because many filers do not have the ability 
to produce magnetic tape filings. However, the Commission is aware of 
increasing demand for the electronic availability of reports on Form 
13F.11 For example, the Commission believes that 
shareholders may find the information contained in Form 13F filings 
useful in tracking institutional investor holdings in their investments 
and that issuers, too, may find detail as to institutional investor 
holdings useful, since much of their shareholder list may reflect 
holdings in ``street name,'' rather than beneficial ownership. 
Mandatory electronic dissemination of this data would help insure 
timely and efficient dissemination of this important information. The 
Commission believes that these reports should have the same degree of 
availability as other Commission filings. Therefore, the Commission is 
now proposing to make the electronic filing of Form 13F reports 
mandatory and to provide for the filing of these reports by direct 
transmission and diskette as well as by magnetic tape. The Commission 
does not propose to apply the detailed formatting requirements of Form 
13F-E to the mandatory electronic submission of Form 13F. The 
Commission proposes that filers prepare Form 13F as they do other 
electronic submissions, although the basic tabular presentation of data 
would be retained, as is currently the case with Form 13F reports filed 
in paper. Disseminators and other users of Form 13F data would be 
responsible for extracting the data and for standardizing its 
presentation, to the extent desirable.
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    \11\ Currently, only the reports filed voluntarily via EDGAR on 
Form 13F-E are disseminated electronically and available on the 
Commission's Internet Web Site, whereas other public disclosure 
filings are required to be filed via EDGAR and are disseminated and 
available electronically.
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B. Changes to Rule 13f-1 and Form 13F

    The proposals would amend rule 13f-1 to address the requirements 
for filing amendments to Form 13F and would make certain revisions to 
Form 13F, as described below.12
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    \12\ The revisions to Form 13F would be made to accommodate more 
easily the preparation of the form as an electronic filing. The 
proposals would also remove Form 13F-E and rule 13f-2 [17 CFR 
240.13f-2], which governs the filing of Form 13F-E on EDGAR.

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[[Page 36469]]

    Requests for confidential treatment 13 of Form 13F 
information and the information for which confidential treatment is 
requested will continue to be required to be filed in paper. 
14 Upon denial of a confidential treatment request, or the 
expiration of confidential treatment previously granted, the filer 
would be required to submit the material electronically.15
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    \13\ Requests for confidential treatment may be filed pursuant 
to Section 13(f)(3) of the Exchange Act [15 U.S.C. 78m(f)(3)]. 
Instruction D of current Form 13F references that section and 
further provides for confidential treatment for up to one year for 
certain open risk arbitrage positions for which required 
representations are included in the request. Proposed Instructions 
for Confidential Treatment Requests for revised Form 13F include the 
same provisions.
    \14\ This is consistent with the treatment of other requests for 
confidential treatment under the EDGAR system. See Rule 101(c)(1)(i) 
[17 CFR 232.101(c)(1)(i)].
    \15\ Each quarter approximately 50 managers would be required to 
re-submit electronically information previously submitted in paper 
in connection with a request for confidential treatment. See supra 
footnote 14.
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1. Rule 13f-1
    Under the proposals, rule 13f-1 would be revised by adding a new 
subparagraph governing the filing of amendments to Form 13F. 
16 The new paragraph would require that each amendment to a 
Form 13F either restate the form in its entirety, as amended, or 
designate the amendment as containing only additions to the previous 
filed report. The paragraph would also provide for the sequential 
numbering of amendments.
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    \16\ See paragraph (a)(2) of rule 13f-1 [17 CFR 240.13f-1(a)(1)] 
as proposed.
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2. Form 13F
    The revised Form 13F, as proposed, would not differ substantively 
from the current Form 13F, although there would be some differences in 
organization and presentation. The revised Form 13F would be in a 
three-part format, consisting of a Form 13F Cover Page (the ``Cover 
Page''), a Form 13F Summary Page (the ``Summary Page''), and a Form 13F 
Information Table (the ``Information Table''). 17 The 
proposed contents of each of these parts, as well as the content of 
certain proposed form instructions, are summarized below.
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    \17\ See Special Instruction 1 for Form 13F as proposed.
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     Cover Page. The Cover Page would include the information 
included in current Form 13F, such as the period end date; 
18 the name and address of the institutional investment 
manager filing the report; the signature, name, title and phone number 
of the person signing the report; and, if applicable, a List of Other 
Managers Reporting for this Manager. 19. The Cover Page as 
proposed would also provide for the identification of an amendment 
filing; 20 the inclusion of the 13F file number of the 
manager filing the report; and the designation of the report as one 
that names other reporting manager(s) reporting for the filer, reports 
holdings over which the reporting manager exercises discretion, or 
both. 21
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    \18\ See Special Instruction 2 for Form 13F as proposed.
    \19\ See Special Instruction 7 for Form 13F as proposed.
    \20\ See Special Instruction 3 for Form 13F as proposed.
    \21\ See Special Instruction 6 for Form 13F as proposed.
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     Summary Page. The Summary Page, as proposed, would include 
a List of Other Included Managers for which the filer is reporting 
22 and a new Report Summary. The Report Summary would 
contain the Number of Other Included Managers, an Information Table 
Entry Total, and an Information Table Value Total. 23 These 
three items would provide a useful and convenient summary of key 
information included elsewhere in the report and also provide a means 
for cross-checking to ensure that the report as accepted and 
disseminated is the complete report as intended to be filed.
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    \22\ See Special Instruction 9 for Form 13F as proposed. The 
requirement in the current Form 13F and 13F-E that other included 
managers be listed alphabetically would be eliminated.
    \23\ See Special Instruction 8 for Form 13F as proposed.
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     Information Table. The Information Table, as proposed, 
would call for the same information as Items 1 through 8 of current 
Form 13F. 24
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    \24\ See Special Instruction 13 for Form 13F as proposed.
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     Certain Proposed Instructions. Proposed General 
Instruction 3 for Form 13F would retain the requirement that copies of 
the form be filed with the appropriate regulatory agency. 25 
However, this instruction would clarify that the manager may satisfy 
its obligation to file with another regulatory agency by sending a 
printed copy of the EDGAR filing with the confidential access codes 
removed or blanked out.
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    \25\ See General Instruction C for current Form 13F.
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    Proposed General Instruction 4 would retain a reference to the 
Official List of Section 13(f) securities. 26 Proposed 
Special Instruction 14 would include guidance on the preparation of 
Form 13F for electronic filing, addressing such topics as maximum line 
length, page tag requirements, and selection of EDGAR submission types.
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    \26\ See General Instruction E for current Form 13F.
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C. Changes to Regulation S-T

    Regulation S-T, which governs the preparation and submission of 
electronic filings to the Commission, would be amended as described 
below in connection with the mandatory electronic submission of Form 
13F:
     Rule 101(a)(1)(iii) of Regulation S-T. The Regulation S-T 
list of mandated electronic submissions would be revised to remove the 
exclusion of Form 13F from the list of mandated electronic filings.
     Rule 101(b)(7) of Regulation S-T. Reports on Form 13F 
would be removed from those allowed but not required to be submitted in 
electronic format.

D. Request for Comment

    The Commission requests comment on its proposal to make the 
electronic submission of reports on Form 13F mandatory. The Commission 
also requests comment on the proposed amendments to Regulation S-T and 
rule 13f-1, and on the proposed revised format of Form 13F. The 
Commission also seeks comment on whether, in conjunction with mandatory 
electronic filing, it should retain either the current Form 13F-E 
requirement that reports be submitted only by magnetic tape or the 
current Form 13F-E formatting requirements.

II. General Request for Comment

    Comment is solicited with regard to each proposal respecting the 
viewpoints of both the filers and the users of information filed via 
EDGAR. Commenters should address any alternatives to these proposals 
they deem appropriate. The Commission also requests comment on whether 
the proposals, if adopted, would have an adverse effect on competition 
that is neither necessary nor appropriate in furthering the purposes of 
the Exchange Act. The Commission requests comment on whether the 
proposals, if adopted, would promote efficiency, competition, and 
capital formation. The Commission also requests comment on whether the 
public considers this a major or minor rule change. Comments will be 
considered by the Commission in compliance with its responsibilities 
under Section 2(b) of the Securities Act of 1933 27 and 
Section 3(f) of the Exchange Act.28 The Commission 
encourages commenters to provide empirical data or other facts to 
support their views. Comments will be considered by the Commission in 
complying with its responsibilities under Section 23(a) of the Exchange

[[Page 36470]]

Act.29 Comments should be addressed to Jonathan G. Katz, 
Secretary, Securities and Exchange Commission, 450 Fifth Street, NW., 
Washington DC 20549. Comments also may be submitted electronically at 
the following E-mail address: [email protected]. All comment 
letters should refer to File Number S7-18-97. This file number should 
be included on the subject line if E-mail is used.
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    \27\ 15 U.S.C. 77b(b).
    \28\ 15 U.S.C. 78c(f).
    \29\ 15 U.S.C. 78w(a).
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III. Cost-Benefit Analysis

    To assist the Commission in its evaluation of the costs and 
benefits that may result from the proposed changes contained in this 
release, commenters are requested to provide their views and data 
relating to any costs and benefits associated with these proposals. It 
is anticipated that these proposals will not affect significantly the 
costs and burdens associated with filing requirements generally, or 
specifically with respect to electronic filing.
    In addition, Section 23(a) of the Exchange Act requires the 
Commission, in adopting rules under the Exchange Act, to consider the 
anti-competitive effects of such rules, if any, and to balance any 
impact against regulatory benefits gained in terms of furthering the 
purposes of the Exchange Act.30 The Commission preliminarily 
has considered the proposed amendments to Rule 13f-1, Form 13F and 
related rules in light of the standards cited in Section 23(a)(2) and 
believes preliminarily that, if adopted, they would not likely have an 
adverse impact on competition not necessary or appropriate in 
furtherance of the Exchange Act because they would enhance public 
access to reported information. The Commission solicits commenters' 
views regarding the effects of the proposed rules on competition.
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    \30\ See 15 U.S.C. 78w(a)(2).
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IV. Summary of Regulatory Flexibility Act Certification

    Pursuant to Section 605(b) of the Regulatory Flexibility Act, 5 
U.S.C. 605(b), the Chairman of the Commission has certified that the 
amendments proposed in this release would not, if adopted, have a 
significant economic impact on a substantial number of small entities. 
Institutional investment managers are not required to submit reports on 
Form 13F unless their holdings are in aggregate at least $100,000,000. 
Therefore, no small entities within the definition contained in rule 0-
10 under the Exchange Act are affected by the form, and no small 
entities are otherwise affected by the proposed rule amendments. The 
certification, documenting the factual basis therefor, is attached to 
this release as Appendix A.

V. Paperwork Reduction Act

    Certain provisions of the proposed amendments to Form 13F contain 
``collection of information'' requirements within the meaning of the 
Paperwork Reduction Act of 1995 (44 U.S.C. Section 3501 et seq.), and 
the Commission has submitted them to the Office of Management and 
Budget for review in accordance with 44 U.S.C. Section 3507(d) and 5 
CFR 1320.11. The title for the collection of information is ``Form 13F, 
Report of Institutional Investment Managers pursuant to Section 13(f) 
of the Securities Exchange Act of 1934.''
    Section 13(f) of the Exchange Act requires the Commission to adopt 
rules that would create a reporting and disclosure system to collect 
specific information and to disseminate the information to the public. 
Pursuant to this statutory mandate, the Commission adopted rule 13f-1 
under the Exchange Act (17 CFR 240.13f-1), which requires institutional 
investment managers who exercise investment discretion over accounts of 
exchange-traded or NASDAQ-quoted equity securities having, in the 
aggregate, a fair market value of at least $100,000,000 to file 
quarterly reports with the Commission on Form 13F.
    Form 13F provides a reporting and disclosure system to collect 
specific information and to disseminate the information to the public 
about the holdings of institutional investment managers who exercise 
investment discretion over accounts of exchange-traded or NASDAQ-quoted 
equity securities having, in the aggregate, a fair market value of at 
least $100,000,000.
    It is estimated that approximately 1,800 institutional investment 
managers are subject to the rule. These include such institutional 
investment managers as certain pension funds, trusts, hedge funds, and 
investment advisers. Each reporting manager files Form 13F quarterly. 
Each quarter, following the expiration of grants of confidential 
treatment, approximately 50 managers will re-submit electronically 
information previously submitted in paper. It is estimated that 
compliance with the form's requirements imposes a total annual burden 
per manager of approximately 98.8 hours for each of the 1,804 managers 
submitting the report (an increase of .1 hours per quarter per manager 
due to the additional requirement of a cover page and summary page 
containing certain de minimis additional reporting information 
31) plus an additional annual burden of 4 hours (one 
additional burden hour per quarter) for each of the 50 managers re-
submitting information previously filed. The total annual burden for 
all managers is estimated at 177,894 hours. The estimate of average 
burden hours is made solely for the purposes of the Paperwork Reduction 
Act and is based on the Commission's experience with similar filings 
and discussions with a few registrants.
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    \31\ The additional requirements are not complex. The cover page 
adds the requirements of identification of an amendment filing; the 
inclusion of the 13F file number of the manager filing the report; 
and the designation of the report as one that names other reporting 
manager(s) reporting for the filer, reports holdings over which the 
reporting manager exercises discretion, or both. The summary page 
adds a Report Summary, containing the Number of Other Included 
Managers, an Information Table Entry Total, and an Information Table 
Value Total.
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    Unless a currently valid OMB control number is displayed, an agency 
may not sponsor or conduct or require response to an information 
collection. The OMB control number for Form 13F is 3235-0006. The Form 
13F contains no separate retention period rule for recordkeeping 
requirements but is subject to the general recordkeeping requirements 
under Regulation S-T and the Exchange Act rules. It is mandatory for 
each institutional investment manager subject to the rule to file Form 
13F. Section 13(f)(3) of the Exchange Act 32 authorizes the 
Commission, as it determines necessary or appropriate in the public 
interest or for the protection of investors, to delay or prevent public 
disclosure of any information filed under Section 13(f) upon request. 
It also prohibits the Commission from disclosing to the public 
information identifying securities held by the account of a natural 
person or any estate or trust (other than a business trust or 
investment company).
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    \32\ 15 U.S.C. 78m(f)(3).
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    Pursuant to 44 U.S.C. Section 3506(c)(2)(B), the Commission 
solicits comments to (i) evaluate whether the proposed collection of 
information is necessary for the proper performance of the functions of 
the agency, including whether the information has practical utility; 
(ii) evaluate the accuracy of the agency's estimate of the burden of 
the proposed collections of information; (iii) enhance the quality, 
utility, and clarity of the information to be collected; and (iv) 
minimize the burden of collection of information on those who are to 
respond, including through the use of automated collection techniques 
or other forms of information technology.

[[Page 36471]]

    Persons desiring to submit comments on the collection of 
information requirements should direct them to the Office of Management 
and Budget, Attention: Desk Officer for the Securities and Exchange 
Commission, Office of Information and Regulatory Affairs, Washington, 
D.C. 20503, and should also send a copy of their comments to Jonathan 
G. Katz, Secretary, Securities and Exchange Commission, 450 Fifth 
Street, N.W., Washington, D.C. 20549 with reference to File No. 270-22. 
OMB is required to make a decision concerning the collections of 
information between thirty and sixty days after publication, so a 
comment to OMB is best assured of having its full effect if OMB 
receives it within thirty days of publication.

VI. Statutory Basis

    The foregoing amendments are proposed pursuant to Sections 3, 12, 
13, 14, 15(d), 23(a) and 35A of the Exchange Act.

List of Subjects in 17 CFR Parts 232, 240, and 249

    Confidential business information, Reporting and recordkeeping 
requirements, Securities.

Text of the Proposed Amendments

    In accordance with the foregoing, Title 17, Chapter II of the Code 
of Federal Regulations is proposed to be 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. By amending Sec. 232.101 by revising paragraph (a)(1)(iii) and 
by removing paragraph (b)(7) and redesignating paragraph (b)(8) as 
(b)(7), to read as follows:


Sec. 232.101  Mandated electronic submissions and exceptions.

    (a) Mandated electronic submissions. (1) * * *
    (iii) Statements, reports and schedules filed with the Commission 
pursuant to Sections 13, 14, or 15(d) of the Exchange Act (15 U.S.C. 
78m, n, and o(d)), provided that if a registrant's first mandated 
electronic filing would be an annual report on Form 10-K (Sec. 249.310 
of this chapter) or Form 10-KSB (Sec. 249.310b of this chapter) such 
annual report may, at the option of the registrant, be submitted in 
paper format;
* * * * *

PART 240--GENERAL RULES AND REGULATIONS, SECURITIES EXCHANGE ACT OF 
1934

    3. 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, 78k, 78k-1, 
78l, 78m, 78n, 78o, 78p, 78q, 78s, 78u-5, 78w, 78x, 78ll(d), 79q, 
79t, 80a-20, 80a-23, 80a-29, 80a-37, 80b-3, 80b-4 and 80b-11, unless 
otherwise noted.

    4. By amending Sec. 240.13f-1 by redesignating paragraph (a) as 
paragraph (a)(1) and by adding paragraph (a)(2) to read as follows:


Sec. 240.13f-1  Reporting by institutional investment managers of 
information with respect to accounts over which they exercise 
investment discretion.

    (a)(1) * * *
    (2) An amendment to a Form 13F (Sec. 249.325 of this chapter) 
report, other than one reporting only holdings that were not previously 
reported in a public filing for the same period, must set forth the 
complete text of the Form 13F. Amendments must be numbered 
sequentially.
* * * * *
    5. Section 240.13f-2 is removed.

PART 249--FORMS, SECURITIES EXCHANGE ACT OF 1934

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

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

    7. By revising Form 13F (referenced in Sec. 249.325), to read as 
follows:

    Note--The text of the following form does not and the amendments 
will not appear in the Code of Federal Regulations.

Form 13F

OMB Approval
    OMB Number: 3235-0006
    Expires: April 30, 2000
    Estimated average burden hours per response: 23.99

United States Securities and Exchange Commission, Washington, D.C.

Information Required of Institutional Investment Managers Pursuant 
to Section 13(f) of the Securities Exchange Act of 1934 and Rules 
Thereunder

General Instructions

    1. Rule as to Use of Form 13F. Form 13F is to be used for 
reports required to be filed by Section 13(f) of the Securities 
Exchange Act of 1934 [15 U.S.C. 78m(f)] (``Exchange Act'') and rule 
13f-1 [17 CFR 240.13f-1] thereunder by institutional investment 
managers (``Managers'').
    2. Rules to Prevent Duplicative Reporting. If two or more 
Managers, each of which is required by rule 13f-1 to file a report 
on Form 13F for the reporting period, exercise investment discretion 
with respect to the same securities, only one such Manager must 
include information regarding such securities in its reports on Form 
13F.
    A Manager having securities over which it exercises investment 
discretion that are reported by another Manager (or Managers) must 
identify the Manager(s) reporting on its behalf in the manner 
described in Special Instruction 6.
    A Manager reporting holdings subject to shared investment 
discretion must identify the other Manager(s) with respect to which 
the filing is made in the manner described in Special Instruction 8.
    3. Filing of Form 13F. Form 13F is to be filed with the 
Commission within 45 days after the end of each calendar year and 
each of the first three calendar quarters of each calendar year. As 
required by Section 13(f)(4) of the Exchange Act, a Manager which is 
a bank, the deposits of which are insured in accordance with the 
Federal Deposit Insurance Act, must file with the appropriate 
regulatory agency for the bank a copy of every Form 13F report filed 
with the Commission pursuant to this subsection by or with respect 
to such bank. Filers who file Form 13F electronically can satisfy 
their obligation to file with other regulatory agencies by sending 
(a) a paper copy of the EDGAR filing (however, the confidential 
access codes must be removed or blanked out); (b) the filing in 
electronic format, if the regulatory agency with which the filing is 
being made has made provisions to receive filings in electronic 
format; or (c) for filers filing in paper format under continuing 
hardship exemptions, a copy of the Form 13F paper filing.
    4. Official List of Section 13(f) Securities. The Official List 
of Section 13(f) Securities published by the Commission (the ``13F 
List'') lists the securities the holdings of which are to be 
reported on Form 13F. Form 13F filers may rely on the current 13F 
List in determining whether they need to report any particular 
securities holding. Paper copies are available at a reasonable fee 
from the Securities and Exchange Commission, Public Reference Room, 
450 Fifth Street, N.W., Washington, D.C. 20549.

Instructions for Confidential Treatment Requests

    Pursuant to Section 13(f)(3) of the Exchange Act [15 U.S.C. 
78m(f)(3)], the Commission (1) may prevent or delay public 
disclosure of information reported on this form in accordance with 
Section 552 of Title 5 of the United States Code, the Freedom of 
Information Act [5 U.S.C. 552], and (2) shall not disclose 
information reported on this form identifying securities held by the 
account of a natural person or an estate or trust (other than a 
business trust or investment company). Any portion of a report which 
contains information identifying securities held by the account of a 
natural person or an estate or trust (other than a business trust or 
investment company)

[[Page 36472]]

must be submitted in accordance with the procedures for requesting 
confidential treatment.
    Requests for confidential treatment of information reported on 
this form should be made in accordance with rule 24b-2 under the 
Exchange Act [17 CFR 240.24b-2], except that requests relating to 
the non-disclosure of information identifying the securities held by 
the account of a natural person or an estate or trust (other than a 
business trust or investment company) must so state but need not, in 
complying with paragraph (b)(2)(ii) of rule 24b-2, include an 
analysis of any applicable exemptions from disclosure under the 
Commission's rules and regulations adopted under the Freedom of 
Information Act [17 CFR 200.80].
    All requests for and information subject to the request for 
confidential treatment filed pursuant to Section 13(f)(3) of the 
Exchange Act must be filed in paper in accordance with rule 
101(c)(1)(i) of Regulation S-T [17 CFR 232.101(c)(1)(i)]. If 
confidential treatment is requested with respect to information 
required to be reported on Form 13F, an original and four copies of 
the Form 13F reporting information for which confidential treatment 
is requested must be filed in paper with the Secretary of the 
Commission.
    A Manager requesting confidential treatment in accordance with 
the Freedom of Information Act must provide enough factual support 
for its request to enable the Commission to make an informed 
judgment as to the merits of the request. The request should address 
all pertinent factors, including all of the following that are 
relevant:
    1. If confidential treatment is requested as to more than one 
holding of securities, discuss each holding separately unless a 
class or classes of holdings can be identified as to which the 
nature of the factual circumstances and the legal analysis are 
substantially the same.
    2. If a request for confidential treatment is based upon a claim 
that the subject information is confidential, commercial or 
financial information, provide the information required by 
paragraphs 2.a through 2.e of this Instruction except that, if the 
subject information concerns security holdings that represent open 
risk arbitrage positions and no previous requests for confidential 
treatment of those holdings have been made, only the information 
required in paragraph 2.f need be provided.
    a. Describe the investment strategy being followed with respect 
to the relevant securities holdings, including the extent of any 
program of acquisition and disposition (note that the term 
``investment strategy,'' as used in this instruction, also includes 
activities such as block positioning).
    b. Explain why public disclosure of the securities would, in 
fact, be likely to reveal the investment strategy; consider this 
matter in light of the specific reporting requirements of Form 13F 
(e.g., securities holdings are reported only quarterly and may be 
aggregated in many cases).
    c. Demonstrate that such revelation of an investment strategy 
would be premature; indicate whether the Manager was engaged in a 
program of acquisition or disposition of the security both at the 
end of the quarter and at the time of the filing; and address 
whether the existence of such a program may otherwise be known to 
the public.
    d. Demonstrate that failure to grant the request for 
confidential treatment would be likely to cause substantial harm to 
the Manager's competitive position; show what use competitors could 
make of the information and how harm to the Manager could ensue.
    e. State the period of time for which confidential treatment of 
the securities holdings is requested. The time period specified may 
not exceed one (1) year from the date the Form 13F is required to be 
filed with the Commission.
    f. For securities holdings that represent open risk arbitrage 
positions, the request must include good faith representations that:
    i. The securities holding represents a risk arbitrage position 
open on the last day of the period for which the Form 13F is filed; 
and
    ii. The reporting Manager has a reasonable belief as of the 
period end that it may not close the entire position on or before 
the date the Form 13F is required to be filed with the Commission.

If these representations are made in writing at the time the Form 
13F is filed, the subject securities holdings will automatically be 
accorded confidential treatment for a period of up to one (1) year 
from the date the Form 13F is required to be filed with the 
Commission.
    g. At the expiration of the period for which confidential 
treatment has been granted pursuant to paragraph 2.e or 2.f of this 
Instruction (the ``Expiration Date''), the Commission, without 
additional notice to the reporting manager, will make such security 
holdings public unless a de novo request for confidential treatment 
of the information that meets the requirements of paragraphs 2.a 
through 2.e of this Instruction is filed with the Commission at 
least fourteen (14) days in advance of the Expiration Date.
    3. If the Commission grants a request for confidential 
treatment, it may delete details which would identify the manager 
and use the information in tabulations required by Section 13(f)(3) 
absent a separate showing that such use of information could be 
harmful.
    4. Upon the denial by the Commission of a request for 
confidential treatment, or upon the expiration of the confidential 
treatment previously granted for a filing, unless a hardship 
exemption is available, the filer must submit electronically, within 
six (6) business days of the expiration or notification of the 
denial, as applicable, a report on Form 13F, or an amendment to its 
publicly filed Form 13F report, if applicable, listing those 
holdings as to which confidential treatment was denied or has 
expired. If an amendment is filed, it must not be a restatement; it 
must be designated as an amendment which adds new holdings entries. 
Include at the top of the Form 13F Cover Page the following legend 
to correctly designate the type of filing being made:
    This filing lists securities holdings reported on the Form 13F 
filed on (date) pursuant to a request for confidential treatment and 
for which (that request was denied/confidential treatment expired) 
on (date).

Special Instructions

    1. This form consists of three parts: the Form 13F Cover Page 
(the ``Cover Page''), the Form 13F Summary Page (the ``Summary 
Page''), and the Form 13F Information Table (the ``Information 
Table'').
    2. When preparing the report, omit all bracketed text. Include 
brackets used to form check boxes.

The Cover Page

    3. The period end date used in the report (and in the EDGAR 
submission header) is the last day of the calendar year or quarter, 
as appropriate, even though that date may not be the same as the 
date used for valuation in accordance with Special Instruction 9.
    4. Amendments to a Form 13F must either restate the Form 13F in 
its entirety or include only holdings entries that are being 
reported in addition to those already reported in a current public 
Form 13F for the same period. If the Form 13F is being filed as an 
amendment, then, on the Cover Page, check the amendment box; enter 
the amendment number; and check the appropriate box to indicate 
whether the amendment (a) is a restatement or (b) adds new holdings 
entries. Each amendment must include a complete Cover Page and, if 
applicable, a Summary Page and Information Table. See rule 13f-
1(a)(2) [17 CFR 240.13f-1(a)(2)].
    5. Present the Cover Page and the Summary Page information in 
the format and order provided in the form. The Cover Page may 
include information in addition to the required information, so long 
as the additional information does not, either by its nature, 
quantity, or manner of presentation, impede the understanding or 
presentation of the required information. Place all additional 
information after the signature of the person signing the report 
(immediately preceding the Report Type section). Do not include any 
additional information on the Summary Page or in the Information 
Table.
    6. Designate the Report Type for the Form 13F by checking the 
appropriate box in the Report Type section of the Cover Page, and 
include, where applicable, the List of Other Managers Reporting for 
this Manager (on the Cover Page), the Summary Page and the 
Information Table, as follows:
    a. If all of the securities with respect to which a Manager has 
investment discretion are reported by another Manager (or Managers), 
check the box for Report Type ``13F NOTICE,'' include (on the Cover 
Page) the List of Other Managers Reporting for this Manager, and 
omit both the Summary Page and the Information Table.
    b. If all of the securities with respect to which a Manager has 
investment discretion are reported in this report, check the box for 
Report Type ``13F HOLDINGS REPORT,'' omit from the Cover Page the 
List of Other Managers Reporting for this Manager, and include both 
the Summary Page and the Information Table.
    c. If only part of the securities with respect to which a 
Manager has investment discretion is reported by another Manager (or

[[Page 36473]]

Managers), check the box for Report Type ``13F COMBINATION REPORT,'' 
include (on the Cover Page) the List of Other Managers Reporting for 
this Manager, and include both the Summary Page and the Information 
Table.

Summary Page

    7. Include on the Summary Page the Report Summary, containing 
the Number of Other Included Managers, the Information Table Entry 
Total and the Information Table Value Total.
    a. Enter as the Number of Other Included Managers the total 
number of other Managers listed in the List of Other Included 
Managers on the Summary Page. See Special Instruction 8. If none, 
enter the number zero (``0''). Do not include in this total the 
Manager filing this report.
    b. Enter as the Information Table Entry Total the total number 
of line entries providing holdings information included in the 
Information Table.
    c. Enter as the Information Table Value Total the aggregate fair 
market value of all holdings reported in this report, i.e., the 
total for Column 4 (Fair Market Value) of all line entries in the 
Information Table. This total must be expressed as a rounded figure, 
corresponding to the individual Column 4 entries in the Information 
Table. See Special Instruction 9.
    8. Include on the Summary Page the List of Other Included 
Managers. Use the title, column headings and format provided.
    a. If this Form 13F does not report the holdings of any Manager 
other than the Manager filing this report, enter the word ``NONE'' 
under the title and omit the column headings and list entries.
    b. If this Form 13F reports the holdings of one or more Managers 
other than the Manager filing this report, enter in the List of 
Other Included Managers all such Managers together with their 
respective Form 13F file numbers, if known. (The 13F file numbers 
are assigned to Managers when they file their first Form 13F.) 
Assign a number to each manager in the List of Other Included 
Managers, and present the list in sequential order. The numbers need 
not be consecutive. All other Managers identified in Column 7 of the 
Information Table must be included. Do not include the Manager 
filing this report.

Information Table

    9. In determining fair market value, use the value at the close 
of trading on the last trading day of the calendar year or quarter, 
as appropriate. Enter values rounded to the nearest one thousand 
dollars (with ``000'' omitted).
    10. Holdings otherwise reportable may be omitted if the Manager 
holds, on the period end date, fewer than 10,000 shares (or less 
than $200,000 principal amount in the case of convertible debt 
securities) and less than $200,000 aggregate fair market value (and 
option holdings to purchase only such amounts).
    11. Holdings of options must be reported only if the options 
themselves are Section 13(f) securities. For purposes of the 
$100,000,000 reporting threshold, only the value of such options 
should be considered, not the value of the underlying shares. 
However, the entries in Columns 1 through 5 and 7 through of the 
Information Table must be given in terms of the securities 
underlying the options, not the options themselves. Column 6 must be 
answered in terms of the discretion to exercise the option. A 
separate segregation in respect of securities underlying options 
must be made for entries for each of the columns, coupled with a 
designation ``PUT'' or ``CALL'' following such segregated entries in 
Column 5, referring to securities subject respectively to put and 
call options. No entry in Column 8 need be given for securities 
subject to reported call options.
    12. Furnish the Information Table using the table title, column 
headings and format provided. Provide column headings once at the 
beginning of the Information Table; repetition of column headings on 
subsequent pages is not required. Present the table in accordance 
with the column instructions provided in Special Instructions 12.b.i 
through 12.b.viii. Do not include any additional information in the 
Information Table. Begin the Information Table on a new page; do not 
include any portion of the Information Table on either the Cover 
Page or the Summary Page.
    a. In entering information in Columns 4 through 8 of the 
Information Table, list securities of the same issuer and class with 
respect to which the Manager exercises sole investment discretion 
separately from those with respect to which investment discretion is 
shared. Special Instruction 12.b.vi for Column 6 describes in detail 
how to report shared investment discretion.
    b. Instructions for each column in the Information Table:
    i. Column 1. Name of Issuer. Enter in Column 1 the name of the 
issuer for each class of security reported as it appears in the 
current Official List of Section 13(f) Securities published by the 
Commission (the ``13F List''). Reasonable abbreviations are 
permitted.
    ii. Column 2. Title of Class. Enter in Column 2 the title of the 
class of the security reported as it appears in the 13F List. 
Reasonable abbreviations are permitted.
    iii. Column 3. CUSIP Number. Enter in Column 3 the nine (9) 
digit CUSIP number of the security.
    iv. Column 4. Market Value. Enter in Column 4 the market value 
of the holding of the particular class of security as prescribed by 
Special Instruction 9.
    v. Column 5. Amount and Type of Security. Enter in Column 5 the 
total number of shares of the class of security or the principal 
amount of such class. Use the abbreviation ``SH'' to designate 
shares and ``PRN'' to designate principal amount. If the holdings 
being reported are put or call options, enter the designation 
``PUT'' or ``CALL,'' as appropriate.
    vi. Column 6. Investment Discretion. Segregate the holdings of 
securities of a class according to the nature of the investment 
discretion held by the Manager. Investment discretion must be 
designated as ``sole'' (SOLE); ``shared-defined'' (DEFINED); or 
``shared-other'' (OTHER), as described below:
    (A) Sole. Designate as ``sole'' securities over which the 
Manager exercised sole investment discretion. Report ``sole'' 
securities on one line. Enter the word SOLE in Column 6.
    (B) Shared-Defined. If investment discretion is shared with 
controlling and controlled companies (such as bank holding companies 
and their subsidiaries); investment advisers and investment 
companies advised by those advisers; or insurance companies and 
their separate accounts, then investment discretion must be 
designated as ``shared-defined'' (DEFINED).
    For each holding of DEFINED securities, segregate the securities 
into two categories: those securities over which investment 
discretion is shared with another Manager or Managers on whose 
behalf this Form 13F is being filed, and those securities over which 
investment discretion is shared with any other person, other than a 
Manager on whose behalf this Form 13F is being filed.
    Enter each of the two segregations of DEFINED securities 
holdings on a separate line, and enter the designation DEFINED in 
Column 6. See Special Instruction 12.b.vii for Column 7.
    (C) Shared-Other. ``Shared-Other'' securities (OTHER) are those 
over which investment discretion is shared in a manner other than 
that described in Special Instruction 12.b.vi.(B) above.
    For each holding of OTHER securities, segregate the securities 
into two categories: those securities over which investment 
discretion is shared with another Manager or Managers on whose 
behalf this Form 13F is being filed, and those securities over which 
investment discretion is shared with any other person, other than a 
Manager on whose behalf this Form 13F is being filed.
    Enter each segregation of OTHER securities holdings on a 
separate line, and enter the designation ``OTHER'' in Column 6. See 
Special Instruction 12.b.vii for Column 7.
    Note: A Manager is deemed to share discretion with respect to 
all accounts over which any person under its control exercises 
discretion. A Manager of an institutional account, such as a pension 
fund or investment company, is not deemed to share discretion with 
the institution unless the institution actually participated in the 
investment decision-making.
    vii. Column 7. Other Managers. Identify each other Manager on 
whose behalf this Form 13F is being filed with whom investment 
discretion is shared as to any reported holding by entering in this 
column the number assigned to the Manager in the List of Other 
Included Managers.

[[Page 36474]]

    Enter this number in Column 7 opposite the segregated entries in 
Columns 4, 5 and 8 (and the relevant indication of shared discretion 
set forth in Column 6) as required by the preceding special 
instruction. Enter no other names or numbers in Column 7.
    The conditions of sharing discretion with other Managers must be 
consistent for all holdings reported on a single line.
    viii. Column 8. Voting Authority. Enter the number of shares for 
which the Manager exercises sole, shared, or no voting authority 
(none) in this column, as appropriate.
    A Manager exercising sole voting authority over specified 
``routine'' matters, and no authority to vote in ``non-routine'' 
matters, is deemed for purposes of this Form 13F to have no voting 
authority. ``Non-routine'' matters include a contested election of 
directors, a merger, a sale of substantially all the assets, a 
change in the articles of incorporation affecting the rights of 
shareholders, and a change in fundamental investment policy; 
``routine'' matters include selection of an accountant, uncontested 
election of directors, and approval of an annual report.
    If voting authority is shared only in a manner similar to a 
sharing of investment discretion which would call for a response of 
``shared-defined'' (DEFINED) under Column 6, voting authority should 
be reported as sole under subdivision (a) of Column 8, even though 
the Manager may be deemed to share investment discretion with that 
person under Special Instruction 12.b.vi.
    13. Preparation of the electronic filing:
    a. No line on the Cover Page or the Summary Page may exceed 80 
characters in length. See rule 305 of Regulation S-T [17 CFR 
232.305].
    b. No line in the Form 13F Information Table may exceed 132 
characters in length. See rule 305 of Regulation S-T [17 CFR 
232.305].
    c. If the Form 13F Report Type is ``13F HOLDINGS REPORT'' or 
``13F COMBINATION REPORT,'' then place one EDGAR  tag at the 
end of the Cover Page and one  tag at the end of the Summary 
Page. Additional EDGAR  tags are not required. However, filers 
electing to include additional  tags should, for each page 
containing a  tag, include no more than sixty (60) lines per 
page, including the line on which the  tag is placed.
    d. Underscoring used in the form to indicate the placement of 
information to be furnished by the filer may be omitted in 
preparation of the form for electronic filing.
    e. Use the following EDGAR submission types for the following 
Form 13F Report Types:

------------------------------------------------------------------------
           Form 13F report type                 EDGAR submission type   
------------------------------------------------------------------------
13F holdings report:                                                    
  Initial filing..........................  13F-HR                      
  Amendments..............................  13F-HR/A                    
13F notice:                                                             
  Initial filing..........................  13F-NT                      
  Amendments..............................  13F-NT/A                    
13F combination re-                                                     
port:                                                                   
  Initial filing..........................  13F-HR                      
  Amendments..............................  13F-HR/A                    
------------------------------------------------------------------------

Paperwork Reduction Act Information

    Potential persons who are to respond to the collection of 
information contained in this form are not required to respond to 
the collection of information unless the form displays a currently 
valid OMB control number.
    Section 13(f) of the Exchange Act requires the Commission to 
adopt rules creating a reporting and disclosure system to collect 
specific information and to disseminate such information to the 
public. Pursuant to this statutory mandate, the Commission adopted 
rule 13f-1 under the Exchange Act (17 CFR 240.13f-1), which requires 
institutional investment managers who exercise investment discretion 
over accounts of exchange-traded or NASDAQ-quoted equity securities 
having, in the aggregate, a fair market value of at least 
$100,000,000 to file quarterly reports with the Commission on Form 
13F with respect to the value of those securities over which they 
have investment discretion.
    The purpose of Form 13F is to provide a reporting and disclosure 
system to collect specific information and to disseminate such 
information to the public about the holdings of institutional 
investment managers who exercise investment discretion over accounts 
of exchange-traded or NASDAQ-quoted equity securities having, in the 
aggregate, a fair market value of at least $100,000,000.
    It is estimated that each filer spends an average of 24.7 hours 
preparing each quarterly report. In addition, it is estimated that, 
each quarter, approximately 50 managers will resubmit information 
previously filed in paper pursuant to a grant of confidential 
treatment and that each such manager will spend an additional hour 
on the resubmission.
    Any member of the public may direct to the Commission any 
comments concerning the accuracy of this burden estimate and any 
suggestions for reducing this burden.
    Responses to the collection of information are mandatory. See 
Section 13(f) of the Exchange Act [15 U.S.C. 78m(f)] and rule 13f-1 
[17 CFR 240.13f-1] thereunder.
    Section 13(f)(3) of the Exchange Act [15 U.S.C. 78m(f)(3)] 
authorizes the Commission, as it determines necessary or appropriate 
in the public interest or for the protection of investors, to delay 
or prevent public disclosure of any information filed under Section 
13(f) upon request. It also prohibits the Commission from disclosing 
to the public information identifying securities held by the account 
of a natural person or any estate or trust (other than a business 
trust or investment company).
    This collection of information has been reviewed by OMB in 
accordance with the clearance requirements of 44 U.S.C. Section 
3507.

Form 13F

United States Securities and Exchange Commission, Washington, DC 
20549

Form 13F Cover Page

Report for the Calendar Year or Quarter Ended: __________
Check here if Amendment [  ]; Amendment Number: ____

    This Amendment (Check only one.):
[  ] is a restatement.
[  ] adds new holdings entries.

    Institutional Investment Manager Filing this Report:

Name:------------------------------------------------------------------
Address:---------------------------------------------------------------
----------------------------------------------------------------------

----------------------------------------------------------------------

13F File Number: 28----------------------------------------------------

    The institutional investment manager filing this report and the 
person by whom it is signed hereby represent that the person signing 
the report is authorized to submit it, that all information 
contained herein is true, correct and complete, and that it is 
understood that all required items, statements, schedules, lists, 
and tables, are considered integral parts of this form.
    Person Signing this Report on Behalf of Reporting Manager:

Name:------------------------------------------------------------------
Title:-----------------------------------------------------------------
Phone:-----------------------------------------------------------------

    Signature, Place, and Date of Signing:
----------------------------------------------------------------------
[Signature]

----------------------------------------------------------------------
[City, State]

----------------------------------------------------------------------
[Date]

    Report Type (Check only one.):
[  ] 13F HOLDINGS REPORT. (Check here if all holdings of this 
reporting manager are reported in this report.)
[  ] 13F NOTICE. (Check here if no holdings reported are in this 
report, and all holdings are reported by other reporting 
manager(s).)
[  ] 13F COMBINATION REPORT. (Check here if a portion of the 
holdings for this reporting manager are reported in this report and 
a portion are reported by other reporting manager(s).)

    List of Other Managers Reporting for this Manager: [If there are 
no entries in this list, omit this section.]

13F File Number
28---------------------------------------------------------------------

Name-------------------------------------------------------------------

    [Repeat as necessary.]

Form 13F Summary Page



Report Summary:                                                         
  Number of Other Included Managers:.....  .............................
  Form 13F Information Table Entry Total:  .............................
  Form 13F Information Table Value Total:  $                            
                                           (thousands)                  
                                                                        

List of Other Included Managers:
    Provide a numbered list of the name(s) and 13F file number(s) of 
all institutional investment managers with respect to which

[[Page 36475]]

this report is filed, other than the manager filing this report.
    [If there are no entries in this list, state ``NONE'' and omit 
the column headings and list entries.]

No.--------------------------------------------------------------------

13F File Number 28-----------------------------------------------------

Name-------------------------------------------------------------------
[Repeat as necessary.]

                                                                                                       Form 13F Information Table                                                                                                       
----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
            Column 1                   Column 2            Column 3            Column 4                      Column 5                      Column 6            Column 7                                Column 8                         
----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
                                                                                                                                                                                                   Voting authority                     
         Name of Issuer             Title of class           CUSIP         Value ( x $1000)     Shrs or prn amt    Sh/ put/ prn call      Investment        Other managers   -----------------------------------------------------------
                                                                                                                                          discretion                                 Sole               Shared               None       
----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
                                                                                                                                                                                                                                        
----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
                                                                                                                                                                                                                                        
----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
                                                                                                                                                                                                                                        
----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
                                                                                                                                                                                                                                        
----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
                                                                                                                                                                                                                                        
----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
                                                                                                                                                                                                                                        
----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
                                                                                                                                                                                                                                        
----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
                                                                                                          [Repeat as necessary]                                                                                                         
----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

    8. Section 249.326 (including Form 13F-E) is removed.

    By the Commission.

    Dated: July 1, 1997.
Margaret H. McFarland,
Deputy Secretary.

Appendix A--This Appendix to the Preamble Will Not Appear in the Code 
of Federal Regulations

Regulatory Flexibility Act Certification

    I, Arthur Levitt, Chairman of the Securities and Exchange 
Commission, hereby certify, pursuant to 5 U.S.C. 605(b), that the 
proposed amendments to Rules 101 and 903 of Regulation S-T, and Rule 
13f-1 and Form 13F under the Securities Exchange Act of 1934 (the 
``Exchange Act''), and the elimination of Rule 13f-2 and Form 13F-E 
under the Exchange Act, as set forth in Exchange Act Release Number 
38800, if adopted, would not have a significant economic impact on a 
substantial number of small entities.
    The proposed rule amendments generally would not have a significant 
economic impact on small entities. Institutional investment managers 
are not subject to reporting unless their holdings are in aggregate at 
least $100,000,000, so few if any small entities within the definition 
contained in rule 0-10 under the Exchange Act are affected by the form 
or rules amendments, and few if any small entities are otherwise 
affected by the proposed amendments.

----------------------------------------------------------------------
Arthur Levitt

June 30, 1997.

[FR Doc. 97-17712 Filed 7-7-97; 8:45 am]
BILLING CODE 8010-01-P