[Federal Register Volume 64, Number 11 (Tuesday, January 19, 1999)]
[Rules and Regulations]
[Pages 2843-2853]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 99-1043]
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SECURITIES AND EXCHANGE COMMISSION
17 CFR Parts 232, 240, and 249
[Release Nos. 34-40934; IC-23640. File No. S7-18-97]
RIN 3235-AG97
Rulemaking for EDGAR System
AGENCY: Securities and Exchange Commission.
ACTION: Final rule.
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SUMMARY: The Securities and Exchange Commission (``Commission'') is
adopting amendments to require electronic filing of Form 13F by
institutional investment managers through use of the Commission's
Electronic Data Gathering, Analysis, and Retrieval (``EDGAR'') system.
After the compliance date, institutional investment managers must
submit all filings of Form 13F reports by either direct transmission,
magnetic tape, or
[[Page 2844]]
diskette, giving these reports the same degree of availability to the
public as other electronic filings with the Commission.
DATES: Effective Date: February 18, 1999.
Compliance Date: April 1, 1999. Only those Form 13F reports
(including amendments to previously filed reports) filed on or after
April 1, 1999, must comply with the mandatory electronic filing
requirements of Regulation S-T as amended. Beginning on the Effective
Date and prior to the Compliance Date, institutional investment
managers may submit Form 13F reports (including amendments to
previously filed reports) either electronically (EDGAR submission type
13F-HR or 13F-NT, as appropriate), in paper on the form as amended, or
electronically on Form 13F-E. As of the Compliance Date, filers may no
longer submit reports on Form 13F-E, which is removed as of that date.
FOR FURTHER INFORMATION CONTACT: In the Division of Investment
Management, for questions concerning the electronic filing of Form 13F
reports, Ruth Armfield Sanders, Senior Counsel, or Bruce R. MacNeil,
Staff Attorney, at (202) 942-0591; for questions concerning substantive
Form 13F reporting requirements, Stephan N. Packs, Staff Attorney, at
(202) 942-0660.
SUPPLEMENTARY INFORMATION: The Commission is adopting amendments 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 affect
Regulation S-T; rules 13f-1 and 13f-2 3 under Section 13(f)
4 of the Securities Exchange Act of 1934 (the ``Exchange
Act''); 5 and Forms 13F and 13F-E 6 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; Release Nos. 33-7241
(Nov. 13, 1995) (60 FR 57682) and 33-7427 (July 1, 1997), adopting
certain technical amendments to the EDGAR rules; and Release No. 33-
7539 (May 19, 1998) (63 FR 29104) adopting an updated EDGAR Filer
Manual, version 5.50 (the ``EDGAR Filer Manual'').
\3\ 17 CFR 240.13f-1 and 240.13f-2.
\4\ 15 U.S.C. 78m(f).
\5\ 15 U.S.C. 78a et seq.
\6\ 17 CFR 249.326.
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I. Background and Amendments
In February 1993, the Commission adopted Regulation S-T, governing
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 submit most of their filings
electronically. A graduated phase-in process to mandatory electronic
filing began on April 26, 1993, and ended on May 6, 1996, when all
filers became subject to mandatory electronic filing.
Regulation S-T designated most filings as mandatory electronically
filings. However, the regulation designated some filings, such as Form
13F, as permitted but not mandated electronic filings.
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 decided to amend Regulation S-T
to require Form 13F to be filed electronically. The public interest in
having these reports, along with other filings, available
electronically has increased, and the Commission believes that these
reports should have the same degree of availability as other Commission
filings.
A. General
Form 13F reports are filed by institutional investment managers to
report certain equity securities holdings of accounts over which they
exercise investment discretion.7 During phase-in to
mandatory electronic filing, filers were not required to file Form 13F
reports electronically. Institutional investment managers could file
Form 13F reports electronically on Form 13F-E, the electronic version
of Form 13F, on a voluntary basis.8 After filer phase-in was
completed, the Commission proposed to make electronic filing of Form
13F mandatory.9
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\7\ Section 13(f)(1) of the Exchange Act (15 U.S.C. 78m(f)(1))
requires any institutional investment manager exercising investment
discretion over accounts holding at least $100 million in fair
market value of certain equity securities to file reports on Form
13F with the Commission at the times set forth in rule 13f-1 (17 CFR
240.13f-1).
\8\ In the EDGAR Pilot system and following the opening of the
operational EDGAR system, institutional investment managers could
file Form 13F reports 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 former Rule 101(b)(7) of Regulation S-T (17 CFR
232.101(b)(7)).
\9\ See Release No. 34-38800 (July 1, 1997) (62 FR 36467) (the
``Proposing Release'').
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Unlike other EDGAR submissions, which are prepared and filed as
``free text'' documents, filers must prepare Form 13F-E reports as a
structured file with a position-sensitive layout of data
records.10 To help ensure that filers use the specified
structure, the Commission required filers to submit Form 13F-E reports
by magnetic tape. Form 13F-E reports consisted of large numbers of
similar data records, and magnetic tape filings provided an efficient
means of standardizing the filing format and facilitating automated and
accurate transfer and tabulation of the reported data.11 The
standardized format also was used by EDGAR, which performed some
predissemination processing of the filings. Successful pre-
dissemination processing 12 depended directly on the filer's
compliance with the format requirements for the form.
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\10\ Instructions for filing Form 13F-E electronically appeared
in the form and in the EDGAR Filer Manual.
\11\ 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 available in the Commission's public reference room
in both hard copy and computerized (CD-ROM) form.
\12\ Pre-dissemination processing of Form 13F-E included
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 was optional because
many filers did not have the ability to produce magnetic tape filings.
Only about five percent of the approximately 2,000 filers of Form 13F
chose to file the form electronically on Form 13F-E.
The Commission is aware of increasing interest in the electronic
availability of reports on Form 13F.13 For example, the
Commission believes that investors would find the information contained
in Form 13F filings useful in tracking institutional investor holdings
in their investments and that issuers, too, would find detail as to
institutional investor holdings useful because much of their
[[Page 2845]]
shareholder list may reflect holdings in ``street name'' rather than
beneficial ownership. Mandatory electronic dissemination of this data
will help ensure timely and efficient dissemination of this important
information. The Commission believes that these reports should have the
same degree of availability as other filings with the Commission, and
that electronic filing will speed their dissemination in accordance
with the intent of Congress.14 The legislative history of
Section 13(f) states that
\13\ Only the Form 13F reports filed voluntarily through the
EDGAR system on Form 13F-E were disseminated electronically and
available on the Commission's internet web site, whereas other
public disclosure filings, which filers must file electronically on
EDGAR, are disseminated electronically and are available on the
Commission's web site. The staff routinely receives telephone
requests for information on how to find Form 13F reports on EDGAR.
\14\ See, e.g., Senate Report No. 94-75, accompanying S. 249. In
connection with the addition of Section 13(f) of the Exchange Act,
that report states that ``(o)ne of the important purposes of the
bill would be dissemination of the institutional disclosure data to
the public. Accordingly, except where confidential treatment is
appropriate, the SEC would be required to tabulate the information
in a manner which enhances its usefulness to other federal and state
authorities and the public and to make the information contained
therein conveniently available to the public for a reasonable fee.''
(Emphasis added.)
See also Joint Explanatory Statement of the Committee of
Conference (``The Senate bill and the House amendment contained
provisions requiring institutional investment managers which
exercised investment discretion over accounts holding certain levels
of specified securities to make periodic public disclosures of
significant portfolio holdings and transactions.'' (Emphasis added.)
and Release Nos. 34-13396 (Mar. 22, 1977) (42 FR 13396 (Mar. 30,
1977)) and 34-14852 (June 15, 1978) (43 FR 26700 (June 22, 1978)),
proposing and adopting the filing and reporting requirements
relating to institutional investment managers.
Because rapid dissemination of the institutional disclosure
information to the public is a fundamental purpose of the bill, and
rapid dissemination would be materially enhanced by submission of
the information to the SEC in a computer processable form, the bill
is drawn broadly enough to enable the SEC to adopt rules * * *
requiring submission of such information in computer processable
form as well as in narrative form by all institutional disclosure
respondents.15
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\15\ Senate Report No. 94-75, accompanying S. 249. (Emphasis
added.)
Sixteen commenters submitted written comments on the rules
proposals. Seven commenters were individuals; seven were institutional
investment managers (or their counsel); one was an industry group
representative; and one was an EDGAR service provider. Twelve of these
commenters supported the proposals. The industry group representative
did not object to the proposal but suggested that the Commission defer
making mandatory the electronic filing of Form 13F reports until the
anticipated modernization of EDGAR. The Commission believes, however,
that the modernization of EDGAR is not likely to materially affect the
electronic filing of Form 13F reports. Further, the Commission believes
that the benefit to the public of the improved efficiency of
dissemination that would accompany electronic filing would outweigh any
benefit to filers from such a deferral of mandatory electronic filing.
One institutional manager commented that it believed the proposals
would benefit persons other than those originally intended. The
commenter interpreted the original intent of the reporting requirement
to be Commission oversight in regulating the markets, rather than
public availability of the information. The legislative history,
however, makes clear that Congress intended the information to be
public.16
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\16\ See supra notes and 15.
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The Commission believes that there is wide support for the
proposals and that the resulting electronic availability of Form 13F
reports would benefit the investing public.17 Further,
adoption of the proposals would result in more uniform treatment of
public filings made with the Commission by reporting entities and
third-party filers. The legislative history supports the view that the
Commission should make publicly filed Form 13F reports readily and
quickly available to the public. Therefore, the Commission is now
adopting rule amendments, substantially as proposed, to make the
electronic filing of Form 13F reports mandatory and providing for the
filing of these reports by direct transmission and diskette as well as
by magnetic tape. The Commission is not applying the detailed
formatting requirements of Form 13F-E to the mandatory electronic
submission of Form 13F reports, a requirement which no commenter
supported and to which seven commenters objected. Instead, consistent
with the proposals, the Commission is requiring that filers prepare
reports on Form 13F as they do other submissions made electronically on
the EDGAR system.
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\17\ See supra note 13.
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Three commenters expressed the need for additional time for
``phasing in'' to mandatory electronic filing of the Form 13F reports,
with two commenters suggesting a twelve-month transition. While the
Commission believes that some transition time is appropriate, the
Commission also believes that the electronic filing of Form 13F reports
will not be complicated, since the electronic submission does not
require detailed formatting. Therefore, the Commission is allowing
filers the option of filing either electronically or in paper under the
form as amended, or electronically on Form 13F-E, for the first quarter
following the effective date of the rule amendments with electronic
filing becoming mandatory pursuant to Rules 14 and 101(a)(1)(iii) of
Regulation S-T as of the next quarter.18 This schedule will
allow a sufficient transition period to mandatory electronic filing.
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\18\ 17 CFR 232.14 and 232.101(a)(1)(iii). Rule 14 provides that
the Commission will not accept in paper format any filing required
to be submitted electronically, unless the filing satisfies the
requirements for a temporary or continuing hardship exemption. See
Release No. 33-7472 (Oct. 24, 1997) (62 FR 58647) (effective date
Jan. 1, 1998).
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B. Changes to Rule 13f-1 and Form 13F
The Commission is amending rule 13f-1 to address the requirements
for filing amendments to reports on Form 13F and is amending Form 13F,
as described below.19
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\19\ The revisions to Form 13F are designed to accommodate more
easily the preparation of the form as an electronic filing. The
Commission also is removing Form 13F-E and rule 13f-2 (17 CFR
240.13f-2), which governed the filing of Form 13F-E on EDGAR.
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Institutional investment managers must continue to file in paper
requests for confidential treatment 20 of Form 13F report
information and the Form 13F report information for which confidential
treatment is requested.21 Upon denial of a confidential
treatment request, or the expiration of confidential treatment
previously granted, the filer is required to submit the Form 13F report
electronically for public dissemination. Based on current estimates,
each quarter, following the expiration of confidential treatment
previously granted, approximately 50 managers would have to re-submit
electronically the Form 13F report information that they previously
submitted in paper in
[[Page 2846]]
connection with their requests for confidential treatment.
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\20\ Requests for confidential treatment are filed for reasons
set forth in section 13(f)(3) of the Exchange Act (15 U.S.C.
78m(f)(3)). Instruction D of previous Form 13F refers to that
section and provides instructions for requesting confidential
treatment for securities held by the account of a natural person or
an estate or trust (other than a business trust or investment
company) and for securities subject to certain types of trading
strategies. Instructions for Confidential Treatment Requests for
revised Form 13F include the same provisions.
Confidential treatment requests can be granted only under
certain limited circumstances. The staff recently specified
procedures for requesting confidential treatment. See Letter to
Section 13(f) Confidential Treatment Filers (pub. avail. June 17,
1998).
\21\ 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)).
A Manager filing confidential information should comply with the
provisions of paragraph (b) of Exchange Act rule 24b-2 (17 CFR
240.24b-2) by including on the Summary Page of its public Form 13F
report (after the Report Summary and prior to the List of Other
Included Managers) a statement that confidential information has
been omitted from the public Form 13F report and filed separately
with the Commission. See Instructions for Confidential Treatment
Requests for Form 13F. See also infra notes 25 and 26 and
accompanying text.
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1. Rule 13f-1
The Commission is revising rule 13f-1 by adding, as proposed, a new
subparagraph governing the filing of amendments to Form
13F.22 As proposed, the new paragraph would require that
each amendment to a Form 13F report either restate the form in its
entirety, as amended, or designate the amendment as containing only
additions to the previous filed report. The rule amendments also would
provide for the sequential numbering of amendments.
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\22\ See paragraph (a)(2) of rule 13f-1 (17 CFR 240.13f-
1(a)(1)).
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The Commission received only one comment on this proposed revision:
one institutional investment manager believed that the sequential
numbering of amendments was beneficial but objected to the requirement
to restate in its entirety an amendment that was not solely to provide
additional information. That commenter believed that restatement would
be burdensome to large filers and potentially confusing to the
investing public. The Commission has considered possible alternatives
and believes that those alternatives offer greater possibility for
confusion than the Commission's proposal because of the additional
complexity that the alternatives would introduce. Moreover, the
Commission anticipates that most filers will automate their report
processing, having them available electronically, rendering the
requirement to resubmit in its entirety an amended report not overly
burdensome. Therefore, the Commission is requiring each amendment to a
Form 13F report to either restate the form in its entirety, as amended,
or designate the amendment as containing only additions to the previous
filed report.
2. Form 13F
The revised Form 13F is being adopted as proposed. The revised Form
13F as adopted is 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'').23 The contents of each of these parts, as well as
the content of certain form instructions, are summarized below. One
institutional manager strongly supported the inclusion of the Cover
Page (with its designation of report as holdings, notice or combination
report) and the Summary Page, noting that these features were
``beneficial to the public'' and would ``enhance the access to and
usefulness of information reported on Form 13F.''
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\23\ See Special Instruction 1 for Form 13F.
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Cover Page. The Cover Page includes the information
included in previous Form 13F, such as the period end date; 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. The Cover Page also provides for identification of a filing
that is an amendment; the inclusion of the Form 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 does
both.24
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\24\ See Special Instructions 3 through 6 for Form 13F.
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Summary Page. The Summary Page includes a List of Other
Included Managers for which the filer is reporting 25 and a
Report Summary. The Report Summary contains the Number of Other
Included Managers, an Information Table Entry Total, and an Information
Table Value Total.26 These three items are designed to
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 the institutional investment manager intended to file.
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\25\ See Special Instruction 8 for Form 13F. The Commission is
eliminating the previous requirement of Forms 13F and 13F-E that to
list the other included managers alphabetically. The one
institutional manager commenting supported this change.
\26\ See Special Instruction 7 for Form 13F.
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Information Table. The Information Table calls for the
same information as Items 1 through 8 of previous Form
13F.27
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\27\ See Special Instruction 12 for Form 13F. See infra footnote
and accompanying text concerning a comment received on the contents
of the Information Table.
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Certain Instructions. General Instruction 3 for Form 13F
states the requirement that the manager file copies of the form with
the appropriate regulatory agency.28 This instruction
clarifies 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 EDGAR access codes (password and password
modification access code) removed or blanked out.
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\28\ See General Instruction C for previous Form 13F.
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General Instruction 4 retains a reference to the Official List of
Section 13(f) Securities (the ``13F List'').29 The 13F List
published by the Commission lists the securities the holdings of which
the manager is to report 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 for a fee
from the Securities and Exchange Commission, Public Reference Room, 450
Fifth Street, NW, Washington, DC 20549.
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\29\ See General Instruction E for previous Form 13F and rule
13f-1(c) (17 CFR 240.13f-1(c)).
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Two commenters (the industry group representative and one
institutional manager) suggested that the Commission make the 13F List
available on its internet web site as well as in paper. The commenters
suggested that web site availability of the 13F List would enable
filers to facilitate the preparation of their Form 13F reports. The
Commission is studying the feasibility of placing the 13F List on its
web site.
Special Instruction 13 includes 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.
One commenter expressed concern that filers may encounter formatting
problems in complying with the maximum line length requirement (i.e.,
no line in the Information Table may exceed 132 characters in length).
Because this requirement is standard for all electronic documents
currently filed with the Commission via the EDGAR system, including
reports on current Form 13F-E, the Commission believes that filers can
resolve any formatting problems prior to the mandatory electronic
filing compliance date.
C. Changes to Regulation S-T
Regulation S-T, which governs the preparation and submission of
electronic filings to the Commission, is 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 is revised to remove the
exclusion of Form 13F from the list of mandated electronic filings.
Institutional investment managers must file Form 13F reports on and
after the April 1, 1999, mandatory compliance date, in accordance with
this rule and
[[Page 2847]]
rule 14 of Regulation S-T governing mandatory electronic submissions.
Rule 101(b)(7) of Regulation S-T. This paragraph is
removed as of the Compliance Date, since Form 13F reports will fall
within the provisions of rule 101(a)(1)(iii). After the Compliance
Date, a manager may not submit reports on Form 13F-E.
D. Comments Received
The Commission requested comment generally on its proposal to make
the electronic submission of reports on Form 13F mandatory. Additional
comments received by the Commission are discussed below.
Six individual commenters believed that managers should submit Form
13F reports more frequently and on a more timely basis, e.g., within
five days of the end of each month. Section 13(f)(1), however, limits
the Form 13F reporting period: ``in no event shall such reports be
filed for periods longer than one year or shorter than one quarter.''
The industry group representative, noting that the Commission had not
proposed any change to the required frequency or deadlines for filing
Form 13F reports, stated that the current filing deadlines remain
appropriate. It believed that, even with automated processing of the
Form 13F reports, including electronic availability of the 13F List,
filers would still need sufficient time to compile and file the reports
with the Commission, a sentiment echoed by at least one other
commenter. One institutional manager commenter objected to the manner
of reporting investment discretion in the Information
Table.30
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\30\ Neither this nor any other information to be presented in
the Information Table differs from that previously required in Form
13F reports.
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The Commission did not propose to change Form 13F substantive
reporting requirements in connection with making the electronic filing
of this report mandatory. Therefore, the Commission is deferring
consideration of the above comments until the substantive requirements
of Form 13F become the subject of rulemaking.
II. Dates
The rule and form amendments are effective on February 18, 1999
(the ``Effective Date''). Only those Form 13F reports (including
amendments to previously filed reports) filed on and after April 1,
1999 (the ``Compliance Date''), must comply with rules 14 and
101(a)(1)(iii) of Regulation S-T.31 Beginning on the
Effective Date and prior to the Compliance Date, institutional
investment managers may submit Form 13F reports (including amendments
to previously filed reports) either electronically (EDGAR submission
type 13F-HR or 13F-NT, as appropriate), in paper on the form as
amended, or electronically on Form 13F-E. As of the Compliance Date,
institutional investment managers may no longer submit reports on Form
13F-E, since Form 13F-E is removed as of the Compliance Date.
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\31\ As with its other rules, the Commission will use any
appropriate means, including its authority to bring legal actions,
to enforce the electronic filing rules. See supra note 18.
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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 were requested to provide their views and data
relating to any costs and benefits associated with these proposals. The
Commission anticipated that these proposals would not affect
significantly the costs and burdens associated with filing requirements
generally, or specifically with respect to electronic filing.
The Commission received only two comments in response. One
institutional manager commented that, while it recognized that the
proposals would make Form 13F reports available more quickly, it
believed that the costs outweighed the benefits, estimating that
electronic filing would require a substantial investment of time and
resources and that the benefits would be incremental and accrue only to
select groups of investors who use the material. Another institutional
manager also believed that the costs outweighed the benefits, in light
of its expressed belief that the original intent of the reporting
requirement was Commission oversight, not public availability of the
information.32
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\32\ See supra notes 14 and 15 and accompanying text.
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Because, as of the end of the Proposing Release's notice and
comment period, only two commenters had responded concerning the
potential costs of the proposal, the Commission staff determined that
it was appropriate to obtain additional cost-benefit information.
Therefore, the staff contacted a limited number of other Form 13F
report filers to obtain their input on the estimated costs to convert
to filing Form 13F reports electronically as proposed.
The staff contacted a total of nine Form 13F report filers, some
from each of the following three categories: (1) Filers who currently
file Form 13F-E reports on EDGAR by magnetic tape; (2) filers who file
Form 13F reports in paper but who make other EDGAR filings; and (3)
filers who file Form 13F reports in paper and either (a) make no EDGAR
filings or (b) make only Form 13D and/or Form 13G EDGAR filings. The
staff asked filers for their estimated costs to file Form 13F reports
electronically in accordance with the proposals and whether these costs
would be greater than their current costs. If the costs were greater,
the staff requested the respondent to distinguish between start-up
costs and recurring costs. Finally, the staff asked whether filers
envisioned any benefits from filing Form 13F reports electronically in
accordance with the proposals.
Six filers provided information on compliance costs. Three filers
responded that they would incur no additional cost. One said that its
outside service provider would charge no additional fee for filing Form
13F reports on EDGAR when Form 13F reports became mandatory electronic
filings. Two other filers expected to convert their existing programs
to EDGAR format without additional costs because they could reassign
personnel working on the paper filing to the electronic filing.
Two filers anticipated modest cost increases. These filers expected
to incur costs of between $50 to $300 to convert to EDGAR filing as
proposed. One filer estimated that a one-time additional cost would
result from purchasing EDGAR software and manuals from the Commission.
Another filer estimated a cost of approximately $265; this estimate
included a one-time cost of $65 to upgrade current computer equipment
for assembling the Form 13F report and an annual recurring cost of $800
to be paid to their outside service provider.
Finally, one filer expected to incur additional one-time costs of
$18,000 to reprogram the filer's computer system to convert to
electronic filing. The filer's ongoing cost for estimated additional
personnel hours was approximately $16,000 per year based on four
quarterly filings. This filer also envisioned a benefit because it
believed that the proposed Form 13F report would be easier both to
format and to file than the current form.
Among the benefits filers envisioned were less time needed to
proofread the paper Form 13F report and the ability to file via a modem
rather than having to send either a tape or a paper filing to the
Commission.
The Commission recognizes that there are some costs associated with
the transition to electronic filing. For example, the Commission
estimates an additional per year cost of $10,800 for all filers in the
aggregate due to the
[[Page 2848]]
additional requirement of a cover page and summary page containing
certain de minimis additional reporting information 33 and
an additional per year cost of $3,000 for all of 50 managers in the
aggregate re-submitting information previously filed.34 The
Commission estimates that the aggregate one-time cost for upgrading
computer equipment and software will range between $30 and $18,000 per
filer.
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\33\ See infra note 42.
\34\ See infra Section VI.
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Given the Commission's filing experience under the EDGAR system to
date, including submissions made by third-party filers, the results of
the staff's informal cost survey, and the Commissions additional cost
estimates, the Commission believes that any associated costs are
justified by the benefits to the investing public. The amendments
should benefit the investing public by making Form 13F reports, in
general, quickly available electronically and therefore increasing the
public's knowledge of and timely access to the Form 13F report
information.
In compliance with its responsibilities under section 23(a) of the
Exchange Act,35 the Commission requested comment on whether
the proposals, if adopted, would have an adverse effect upon
competition that is neither necessary nor appropriate in furthering the
purposes of the Exchange Act. The Commission encouraged commenters to
provide empirical data or other facts to support their views. The
Commission received no comments in response to the above request. The
Commission has considered the amendments to rule 13f-1, Form 13F and
related rules in light of the standards cited in section 23(a) and
believes that the amendments and rules do not impose any burdens on
competition not necessary or appropriate in furtherance of the Exchange
Act. The Commission's belief is based on the benefits of the amendments
described throughout this release, including, most particularly,
enhanced public access to information reported on Form 13F.
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\35\ 15 U.S.C. 78w(a).
---------------------------------------------------------------------------
IV. Certain Findings
In accordance with the requirements of section 13(f)(4) of the
Exchange Act, the Commission has determined that the actions taken by
the Commission herein are necessary or appropriate in the public
interest and for the protection of investors or to maintain fair and
orderly markets.36 After a filer's initial conversion to
electronic filing, the cost of electronic filing should be negligible.
Thus, the amendments should not result in a material change in capital
raising or regulatory compliance costs. Since the information on Form
13F is useful to both investors and issuers and the amendments will
increase the amount of such information available on a timely basis to
issuers and the investing public, the amendments are appropriate in the
public interest and for the protection of investors.
---------------------------------------------------------------------------
\36\ 15 U.S.C. 78m(f)(4).
---------------------------------------------------------------------------
In compliance with its responsibilities under section 2(b) of the
Securities Act 37 and section 3(f) of the Exchange
Act,38 the Commission requested comment on whether the
proposals, if adopted, would promote efficiency, competition, and
capital formation. The Commission encouraged commenters to provide
empirical data or other facts to support their views. The Commission
received no comments in response to the above request. In compliance
with its responsibilities under the previously mentioned provisions,
the Commission considered whether the amendments would promote
efficiency, competition and capital formation.
---------------------------------------------------------------------------
\37\ 15 U.S.C. 77b(b).
\38\ 15 U.S.C. 78c(f).
---------------------------------------------------------------------------
V. 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 in this release would not have a significant economic effect
on a substantial number of small entities. Institutional investment
managers are not required to submit reports on Form 13F unless equity
holdings over which they exercise discretion are in aggregate at least
$100,000,000. Therefore, few if any small entities within the
definition contained in rule 0-10 under the Exchange Act are affected
by the form, and few if any small entities are otherwise affected by
the rule amendments. The certification documenting its factual basis
was included as Appendix A to the Proposing Release.
VI. Paperwork Reduction Act
Certain provisions of the amendments to Form 13F contain
``collection of information'' requirements within the meaning of the
Paperwork Reduction Act of 1995 (44 U.S.C. 3501, et seq.) (``PRA'').
The Commission submitted the collection of information requirements
contained in the rule amendments to the Office of Management and Budget
(``OMB'') for review pursuant to 44 U.S.C. 3507(d) and 5 CFR 1320.11
and the collection of information is in accordance with the
requirements of 44 U.S.C. 3507. 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.'' The
OMB approved the PRA request and assigned a control number of 3235-0006
with an expiration date of October 31, 2000.39 Unless a
currently valid OMB control number is displayed, an agency may not
sponsor or conduct, or require response to, an information collection.
---------------------------------------------------------------------------
\39\ The proposing release contained an arithmetic mistake in
the statement of total average annual burden hours (177,894 as
printed; 178,435.2 correct). The correct figure appeared in the PRA
submission to OMB and appears in this release.
---------------------------------------------------------------------------
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
certain equity securities described in section 13(d)(1) of the Exchange
Act 40 (generally, exchange traded or NASDAQ-quoted
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 those institutional investment managers subject to rule
13f-1.
---------------------------------------------------------------------------
\40\ 15 U.S.C. 78m(d)(1).
---------------------------------------------------------------------------
At the time of the Proposing Release, the Commission estimated that
approximately 1,800 institutional investment managers were subject to
the rule.41 These included such institutional investment
managers as certain mutual funds, pension funds, trusts, hedge funds,
and investment advisers. Each reporting manager files a Form 13F report
quarterly. The Commission estimated that each quarter, following the
expiration of grants of confidential treatment, approximately 50
managers will need to re-submit electronically for public dissemination
information previously submitted in paper as confidential. The
Commission estimated that compliance with the form's requirements will
impose a total annual burden per manager of approximately 98.8 hours
for each of the approximately
[[Page 2849]]
1,800 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 42) 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 Commission estimated
the total annual burden for all managers at 178,435.2 hours. The
estimate of average burden hours was made solely for the purposes of
the PRA and was based on the Commission's experience with similar
filings and discussions with a few registrants.
---------------------------------------------------------------------------
\41\ The current estimate is higher, approximately 2,000.
\42\ The additional requirements are not complex. The cover page
adds the requirements of identification of an amendment filing; the
inclusion of the Form 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.
---------------------------------------------------------------------------
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. Each
institutional investment manager subject to the rule must file a Form
13F report. Section 13(f)(3) of the Exchange Act 43
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)
in accordance with the Freedom of Information Act.44 It also
prohibits the Commission from disclosing to the public any information
that identifies securities held by the account of a natural person or
any estate or trust (other than a business trust or investment
company).
---------------------------------------------------------------------------
\43\ 15 U.S.C. 78m(f)(3).
\44\ 5 U.S.C. 552.
---------------------------------------------------------------------------
Pursuant to 44 U.S.C. 3506(c)(2)(B), the Commission solicited
comment 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. The Commission received comments
concerning a means of minimizing the burden of reporting the collected
information through the use of automated techniques. Two commenters
suggested that the Commission make the official list of Form 13F
Securities (``13F List'') available electronically through its World
Wide Web internet site to facilitate the filers' preparation of their
Form 13F reports. The Commission agrees that providing the list
electronically in this way would reduce the burden of report
preparation for some filers; this effect would be the same under both
the previous filing requirements as well as under the requirements as
proposed and adopted. The Commission is studying the feasibility of
placement of the Official List on its web site.
VII. Statutory Basis
The foregoing amendments are adopted 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 Amendments
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. By amending Sec. 232.101 by revising paragraph (a)(1)(iii)
before the note 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 section 13, 14, or 15(d) of the Exchange Act (15 U.S.C.
78m, 78n, and 78o(d)), and proxy materials required to be furnished for
the information of the Commission in connection with annual reports on
Form 10-K (Sec. 249.310 of this chapter) or Form 10-KSB (Sec. 249.310b
of this chapter) filed pursuant to section 15(d) of the Exchange Act;
* * * * *
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, 78j-1, 78k,
78k-1, 78l, 78m, 78n, 78o, 78p, 78q, 78s, 78u-5, 78w, 78x, 78ll(d),
78mm, 79q, 79t, 80a-20, 80a-23, 80a-29, 80a-37, 80b-3, 80b-4 and
80b-11, unless otherwise noted.
* * * * *
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.
* * * * *
Sec. 240.13f-2 [Removed]
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.
OMB APPROVAL
OMB Number: 3235-0006
Expires: October 31, 2000
Estimated average burden hours per response: 24.7
Form 13F--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. Institutional investment managers
(``Managers'') must use Form 13F for reports to the Commission
required by Section 13(f) of the Securities
[[Page 2850]]
Exchange Act of 1934 [15 U.S.C. 78m(f)] (``Exchange Act'') and rule
13f-1 [17 CFR 240.13f-1] thereunder. Rule 13f-1(a) provides that
every Manager which exercises investment discretion with respect to
accounts holding Section 13(f) securities, as defined in rule 13f-
1(c), having an aggregate fair market value on the last trading day
of any month of any calendar year of at least $100,000,000 shall
file a report on Form 13F with the Commission within 45 days after
the last day of such calendar year and within 45 days after the last
day of each of the first three calendar quarters of the subsequent
calendar year.
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. A Manager must file a Form 13F report
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 (provided the
Manager removes or blanks out the confidential access codes); (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 a Manager is to
report on Form 13F. See rule 13f-1(c) [17 CFR 240.13f-1(c)]. 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). A Manager must submit in
accordance with the procedures for requesting confidential treatment
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).
A Manager should make requests for confidential treatment of
information reported on this form in accordance with rule 24b-2
under the Exchange Act [17 CFR 240.24b-2]. 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].
Paragraph (b) of rule 24b-2 requires a Manager filing
confidential information with the Commission to indicate at the
appropriate place in the public filing that the confidential portion
has been so omitted and filed separately with the Commission. A
Manager should comply with this provision by including on the
Summary Page, after the Report Summary and prior to the List of
Other Included Managers, a statement that confidential information
has been omitted from the public Form 13F report and filed
separately with the Commission.
A Manager must file in paper, in accordance with rule
101(c)(1)(i) of Regulation S-T [17 CFR 232.101(c)(1)(i)], all
requests for and information subject to the request for confidential
treatment filed pursuant to Section 13(f)(3) of the Exchange Act. If
a Manager requests confidential treatment with respect to
information required to be reported on Form 13F, the Manager must
file in paper with the Secretary of the Commission an original and
four copies of the Form 13F reporting information for which the
Manager requests confidential treatment.
A Manager requesting confidential treatment 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 the
Manager can identify a class or classes of holdings 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, the Manager need provide
only the information required in paragraph 2.f.
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 that the Manager is required
to file the Form 13F report 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 report 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 that the Manager is required to file the Form 13F report
with the Commission.
If the Manager makes these representations in writing at the
time that the Form 13F is filed, the Commission will automatically
accord the subject securities holdings confidential treatment for a
period of up to one (1) year from the date that the Manager is
required to file the Form 13F report with the Commission.
g. At the expiration of the period for which confidential
treatment has been granted pursuant to paragraph 2.3 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.
[[Page 2851]]
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 Manager must submit electronically,
within six (6) business days of the expiration or notification of
the denial, as applicable, a Form 13F report, or an amendment to its
publicly filed Form 13F report, if applicable, listing those
holdings as to which the Commission denied confidential treatment or
for which confidential treatment has expired. If a Manager files an
amendment, the amendment must not be a restatement; the Manager must
designate it as an amendment which adds new holdings entries. The
Manager must 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 report must either restate the Form
13F report in its entirety or include only holdings entries that are
being reported in addition to those already reported in a current
public Form 13F report for the same period. If the Manager is filing
the Form 13F report as an amendment, then, the Manager must check
the amendment box on the Cover Page; 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 report 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
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, not counting the Manager filing this
report.. See Special Instruction 8. If none, enter the number zero
(``0'')
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. The Manager must express this total 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 report 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 report 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 Form 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. The List of Other Managers must include all
other Managers identified in Column 7 of the Information Table. 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. A Manager may omit holdings otherwise reportable 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. A Manager must report holdings of options only if the
options themselves are Section 13(f) securities. For purposes of the
$100,000,000 reporting threshold, the Manager should consider only
the value of such options, not the value of the underlying shares.
The Manager must give the entries in Columns 1 through 5 and in
Columns 7 and 8 of the Information Table, however, in terms of the
securities underlying the options, not the options themselves. The
Manager must answer Column 6 in terms of the discretion to exercise
the option. The Manager must make a separate segregation in respect
of securities underlying options 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. A Manager is not required to
provide an entry in Column 8 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:
[[Page 2852]]
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 in accordance with rule 13f-1(c) (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. Designate investment discretion 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 designate investment discretion 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 report 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 report 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 for Column 7.
(C) Shared-Other. Designate as ``shared-Other'' securities
(OTHER) those over which investment discretion is shared in a manner
other than that described in Special Instruction 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 report 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 report 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 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 report 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.
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.
A Manager must report the conditions of sharing discretion with
other Managers consistently 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.
The Commission deems a Manager exercising sole voting authority
over specified ``routine'' matters, and no authority to vote in
``non-routine'' matters, for purposes of this Form 13F report 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, a Manager should report
voting authority 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. Those 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. In preparing the Form 13F report for electronic filing, a
Manager may omit underscoring used in the form to indicate the
placement of information that the Manager is to furnish.
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 REPORT
Initial Filing......................... 13F-HR
Amendments............................. 13F-HR/A
------------------------------------------------------------------------
Paperwork Reduction Act Information
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. Rule 13f-1 under the Exchange Act (17 CFR 240.13f-1)
requires institutional investment managers who exercise investment
discretion over certain accounts of equity securities described in
Section 13(d)(1) of the Exchange Act [15 U.S.C. 78m(d)(1)]
(generally, exchange traded or NASDAQ-quoted 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 certain
accounts of equity securities described in Section 13(d)(1) of the
Exchange Act [15 U.S.C. 78m(d)(1)] (generally, exchange traded or
NASDAQ-quoted securities) having, in the aggregate, a fair market
value of at least $100,000,000. We believe that investors will find
Form 13F report information useful in tracking institutional
investor holdings in their investments and that issuers, too, will
find detail as to institutional investor holdings useful because
much of their
[[Page 2853]]
shareholder list may reflect holdings in ``street name'' rather than
beneficial ownership. We believe that mandatory electronic
dissemination of this data will help ensure timely and efficient
dissemination of this important information. We believe that these
reports should have the same degree of availability as other filings
with the Commission, and that electronic filing will speed their
dissemination in accordance with the intent of Congress.
We estimate that each filer spends an average of 24.7 hours
preparing each quarterly report. In addition, we estimate 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 Cover Page
Report for the Calendar Year or Quarter Ended: ________
Check here if Amendment [ ]; Amendment Number: ____
This Amendment (Check only one.):
{time} is a restatement.
{time} adds new holdings entries.
Institutional Investment Manager Filing this Report:
Name:------------------------------------------------------------------
Address:---------------------------------------------------------------
----------------------------------------------------------------------
----------------------------------------------------------------------
Form 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.):
{time} 13F HOLDINGS REPORT. (Check here if all holdings of this
reporting manager are reported in this report.)
{time} 13F NOTICE. (Check here if no holdings reported are in this
report, and all holdings are reported by other reporting
manager(s).)
{time} 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.]
Form 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 Form 13F file
number(s) of all institutional investment managers with respect to
which 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.--------------------------------------------------------------------
Form 13F File Number 28------------------------------------------------
Name-------------------------------------------------------------------
[Repeat as necessary.]
Sec. 249.326 Including Form 13F-E [Removed]
8. Section 249.326 including Form 13F-E is removed.
By the Commission.
Dated: January 12, 1999.
Margaret H. McFarland,
Deputy Secretary.
Form 13F Information Table
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Voting authority
Name of issuer Title of class CUSIP Value Shrs or SH/PRN Put/Call Investment Other -----------------------------------
(x$1000) prn amt discretion managers Sole Shared None
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Column 1 Column 2 Column 3 Column 4 Column 5 Column 6 Column 7 Column 8
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[FR Doc. 99-1043 Filed 1-15-99; 8:45 am]
BILLING CODE 8010-01-U