[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.
---------------------------------------------------------------------------

    \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
------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
                 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