[Federal Register Volume 64, Number 202 (Wednesday, October 20, 1999)]
[Rules and Regulations]
[Pages 56430-56433]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 99-26985]
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SECURITIES AND EXCHANGE COMMISSION
17 CFR Parts 232, 239, 249, 259, 269 and 274
[Release Nos. 33-7752; 34-41986; 35-27081; 39-2376; IC-24075]
RIN 3235-AG96
Adoption of Updated EDGAR Filer Manual
AGENCY: Securities and Exchange Commission.
ACTION: Final rule.
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SUMMARY: The Commission is adopting an updated edition of the EDGAR
Filer Manual and is providing for its incorporation by reference into
the Code of Federal Regulations. The Commission is also amending Form
ID, the Uniform Application for Access Codes to File on EDGAR.
EFFECTIVE DATE: October 18, 1999. The new edition of the EDGAR Filer
Manual (Release 6.6) will be effective on October 18, 1999. The
incorporation by reference of the EDGAR Filer Manual is approved by the
Director of the Federal Register as of October 18, 1999.
FOR FURTHER INFORMATION CONTACT: In the Office of Information
Technology, Michael E. Bartell at (202) 942-8800; for questions
concerning investment company filings, Ruth Armfield Sanders, Senior
Special Counsel, Division of Investment Management, at (202) 942-0978;
and for questions concerning Corporation Finance company filings,
Herbert Scholl at (202) 942-2930.
SUPPLEMENTARY INFORMATION: Today we are adopting an updated EDGAR Filer
Manual (``Filer Manual''), which describes the technical formatting
requirements for the preparation and submission of electronic filings
through the Electronic Data Gathering, Analysis, and Retrieval (EDGAR)
system.\1\ Filers must comply with the provisions of the Filer Manual
in order to assure the timely acceptance and processing of filings made
in electronic format.\2\ Filers should consult the Filer Manual in
conjunction with our rules governing mandated electronic filing when
preparing documents for electronic submission.\3\
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\1\ We orginally adopted the Filer Manual on April 1, 1993, with
an effective date of April 26, 1993. Release No. 33-6986 (Apr. 1,
1993) [58 FR 18638]. We implemented the most recent update to the
Filer Manual on June 28, 1999. See Release No. 33-7685 (May 17,
1999) [64 FR 27897].
\2\ See Rule 301 of Regulation S-T (17 CFR 232.301).
\3\ See Release Nos. 33-6977 (Feb. 23, 1993) [58 FR 14628], IC-
19284 (Feb. 23, 1993) [58 FR 14848], 35-25746 (Feb. 23, 1993) [58 FR
14999], and 33-6980 (Feb. 23, 1993) [58 FR 15009] in which we
comprehensively discuss the rules we adopted to govern mandated
electronic filing. See also Release No. 33-7122 (Dec. 19, 1994) [59
FR 67752], in which we made the EDGAR rules final and applicable to
all domestic registrants; Release No. 33-7427 (July 1, 1997) [62 FR
36450], in which we adopted minor amendments to the EDGAR rules;
Release No. 33-7472 (Oct. 24, 1997) [62 FR 58647], in which we
announced that, as of January 1, 1998, we would not accept in paper
filings that we require filers to submit electronically; Release No.
34-40935 (Jan. 12, 1999) [64 FR 2843], in which we made mandatory
the electronic filing of Form 13F; and Release No. 33-7684 (May 17,
1999) [64 FR 27888], in which we adopted amendments to implement the
first stage of EDGAR modernization.
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The purpose of this new version of EDGAR and the Filer Manual
(Release 6.6) is to incorporate changes resulting
[[Page 56431]]
from the decision by CompuServe, a sub-contractor to TRW the developer
of the EDGAR system, to discontinue its EDGAR services as of October
16, 1999. The changes in the Filer Manual are due to the change in the
sub-contractor for the public data network for transmission of filings
to EDGAR, private mailboxes for receiving EDGAR acceptance/suspension
messages, and electronic return copies of filings. The EDGAR bulletin
board and the EDGAR company database will no longer be available, but
filers may obtain similar information from our Web Site at www.sec.gov
and the TRW/UUNET Web Site at www.trw-edgar.com.
Filers who chose to use the TRW/UUNET services may sign up using
the Web Site at www.trw-edgar.com by filling out a questionnaire. TRW/
UUNET will send new account information and a password. Filers who
cannot access the web site can call 703-345-8900 for sign up
information. The basic TRW/UUNET service will include five hours of
access and a mailbox for messages. There will be additional charges for
larger mailboxes and connect time over the basic limit. Those filers
who want to use the public data network for transmission to EDGAR, who
want a private system (instead of the Internet) for receipt of
acceptance/suspense messages, or who want an electronic returned copy
of their filings must sign up for this service. To access their new
mailboxes, filers must use a standard POP3 mail client. Netscape
Communicator, Microsoft Internet Explorer and several other Internet
packages provide these clients. The www.trw-edgar.com Web Site contains
additional information.
We will install the new EDGAR private mail service on Saturday,
October 16, 1999. We will begin delivering messages and return copies
to the new mailboxes on Monday, October 18, 1999. We will also make the
new public data network available for transmissions on Monday, October
18, 1999.
Due to the switch in private mail service, we are making several
changes to the EDGAR system that deal with notification and the naming
of certain tags. EDGAR will no longer support numeric private mail
addresses (e.g., 75200,1024). The format for EDGAR private mail user
IDs is 8 to12 upper case alphabetical and numeric characters with an
optional dash (-). We have renamed the tag ; the new
name is . We have revised the Filer Manual to reflect
the changes described.\4\
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\4\ In addition, we have revised Appendix C of the Filer Manual
to update the pages entitled, ``Examples of Document Header Tag
Values for Investment Company Exhibits,'' and we have added examples
of header tags for Form N-SAR exhibits.
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We have revised Form ID,\5\ the Uniform Application for Access
Codes to File on EDGAR, to reflect the change in the EDGAR private mail
service. We have also included an additional line in the Form ID for an
optional Internet e-mail address.
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\5\ 17 CFR 239.63, 249.446, 259.602, 269.7 and 274.402.
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We are amending Rule 301 of Regulation S-T to provide for the
incorporation by reference of the Filer Manual into the Code of Federal
Regulations, which incorporation by reference was approved by the
Director of the Federal Register in accordance with 5 U.S.C. 552(a) and
1 CFR part 51. The revised Filer Manual and the amendments to Rule 301
and to Form ID will be effective on October 18,1999.
You may obtain paper copies of the updated Filer Manual at the
following address: Public Reference Room, U.S. Securities and Exchange
Commission, 450 Fifth Street, NW, Washington DC 20549-0102. We will
post electronic format copies on the SEC's Web Site. The SEC's Web Site
address for the Filer Manual is http://www.sec.gov/asec/ofis/
filerman.htm. You may also obtain copies from Disclosure Incorporated,
the paper and microfiche contractor for the Commission, at (800) 638-
8241.
Since the Filer Manual (including Form ID) relates solely to agency
procedures or practice, publication for notice and comment is not
required under the Administrative Procedure Act (APA).\6\ It follows
that the requirements of the Regulatory Flexibility Act \7\ do not
apply.
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\6\ 5 U.S.C. 553(b).
\7\ 5 U.S.C. 601-612.
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The effective date for the updated Filer Manual and the rule and
form amendments is October 18, 1999. In accordance the APA,\8\ we find
that there is good cause to establish an effective date less than 30
days after publication of these rules and forms. The changes in the
Filer Manual are due to the change in the sub-contractor for the public
data network for transmission of filings to EDGAR, private mailboxes
for receiving EDGAR acceptance/suspension messages, and electronic
return copies of filings. If the changes do not become effective by
October 18, it is likely that the ability of EDGAR users to make
filings and send messages would be disrupted. This in turn could
disrupt securities offerings or the filing of timely public
disclosures. In addition, we find there is good cause for the changes
to the Form ID becoming effective in less than 30 days after
publication because of the minor and technical nature of those changes.
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\8\ 5 U.S.C. 553(d)(3).
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Statutory Basis
We are adopting the amendments to Regulation S-T and Form ID under
Sections 6, 7, 8, 10, and 19(a) of the Securities Act,\9\ Sections 3,
12, 13, 14, 15, 23, and 35A of the Securities Exchange Act of 1934,\10\
Section 20 of the Public Utility Holding Company Act of 1935,\11\
Section 319 of the Trust Indenture Act of 1939,\12\ and Sections 8, 30,
31, and 38 of the Investment Company Act.\13\
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\9\ 15 U.S.C. 77f, 77g, 77h, 77j and 77s(a).
\10\ 15 U.S.C. 78c, 78l, 78m, 78n, 78o, 78w and 78ll.
\11\ 15 U.S.C. 79t.
\12\ 15 U.S.C. 77sss.
\13\ 15 U.S.C. 80a-8, 80a-29, 80a-30 and 80a-37.
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List of Subjects
17 CFR Part 232
Incorporation by reference, Reporting and recordkeeping
requirements, Securities.
17 CFR Parts 239, 249, 259, 269 and 274
Reporting and recordkeeping requirements, Securities.
Text of the Amendment
In accordance with the foregoing, Title 17, Chapter II of the Code
of Federal Regulations is amended as follows:
PART 232--REGULATION S-T--GENERAL RULES AND REGULATIONS FOR
ELECTRONIC FILINGS
1. The authority citation for part 232 continues to read as
follows:
Authority: 15 U.S.C. 77f, 77g, 77h, 77j, 77s(a), 77sss(a),
78c(b), 78l, 78m, 78n, 78o(d), 78w(a), 78ll(d), 79t(a), 80a-8, 80a-
29, 80a-30 and 80a-37.
2. Section 232.301 is revised to read as follows:
Sec. 232.301 EDGAR Filer Manual.
Filers must prepare electronic filings in the manner prescribed by
the EDGAR Filer Manual, promulgated by the Commission, which sets out
the technical formatting requirements for electronic submissions. The
October 1999 edition of the EDGAR Filer Manual: Guide for Electronic
Filing with the U.S. Securities and Exchange Commission (Release 6.6)
is incorporated by reference into the Code of Federal Regulations,
which action
[[Page 56432]]
was approved by the Director of the Federal Register in accordance with
5 U.S.C. 552(a) and 1 CFR part 51. You must comply with these
requirements in order for documents to be timely received and accepted.
You can obtain paper copies of the EDGAR Filer Manual from the
following address: Public Reference Room, U.S. Securities and Exchange
Commission, 450 Fifth Street, NW, Washington, DC 20549-0102 or by
calling Disclosure Incorporated at (800) 638-8241. Electronic format
copies are available on the SEC's Web Site. The SEC's Web Site address
for the Manual is http://www.sec.gov/asec/ofis/filerman.htm.
Information on becoming an EDGAR e-mail/electronic bulletin board
subscriber is available by contacting TRW/UUNET at (703) 345-8900 or at
www.trw-edgar.com.
PART 239--FORMS PRESCRIBED UNDER THE SECURITIES ACT OF 1933
3. The authority citation for Part 239 continues to read in part as
follows:
Authority: 15 U.S.C. 77ddd(c), 77eee, 77ggg, 77hhh, 77iii,
77jjj, 77sss, 78ll(d), unless otherwise noted.
PART 249--FORMS, SECURITIES EXCHANGE ACT OF 1934
4. The authority citation for Part 249 continues to read in part as
follows:
Authority: 15 U.S.C. 77ddd(c), 77eee, 77ggg, 77hhh, 77iii,
77jjj, 77sss, 78ll(d), unless otherwise noted.
PART 259--FORMS PRESCRIBED UNDER THE PUBLIC UTILITY HOLDING ACT OF
1935
5. The authority citation for Part 259 continues to read in part as
follows:
Authority: 15 U.S.C. 77ddd(c), 77eee, 77ggg, 77hhh, 77iii,
77jjj, 77sss, 78ll(d), unless otherwise noted.
PART 269--FORMS PRESCRIBED UNDER THE TRUST INDENTURE ACT OF 1939
6. The authority citation for Part 269 continues to read in part as
follows:
Authority: 15 U.S.C. 77ddd(c), 77eee, 77ggg, 77hhh, 77iii,
77jjj, 77sss, 78ll(d), unless otherwise noted.
PART 274--FORMS PRESCRIBED UNDER THE INVESTMENT COMPANY ACT OF 1940
7. The authority citation for Part 274 continues to read in part as
follows:
Authority: 15 U.S.C. 77ddd(c), 77eee, 77ggg, 77hhh, 77iii,
77jjj, 77sss, 78ll(d), unless otherwise noted.
8. By revising Form ID (referenced in Secs. 239.63, 249.446,
259.602, 269.7 and 274.402 of this chapter) to read as follows:
Note--The text of Form ID does not appear in the Code of Federal
Regulations.
OMB APPROVAL
OMB Number: 325-0328
Expires: May 31, 2001
Estimated average burden hours per response: 0.15
United States Securities and Exchange Commission,
Washington, DC 20549
Applicant's CIK (if known)
Form ID--Uniform Application for Access Codes To File on Edgar
[ ] Initial application [ ] Amendment
Part I--Application for Access Codes To File on Edgar
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Name of applicant (registrant's name as specified in its charter;
individual's name for signature purposes; company or individual name
of filing agent or training agent).
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Former name (if changed since last application)
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Mailing address or post office box no.:
City State Zip
Telephone number: ( )
E-Mail Address:
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Applicant is a (see definitions in the General Instructions):
[ ] Filer [ ] Filing agent [ ] Training agent
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[ ] Initial application for EDGAR access codes.
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[ ] Amended application for (see definitions in the General
Instructions):
[ ] CCC [ ] Password [ ] PMAC
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[ ] Amended application to change reported information only (access
codes to remain the same)
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Part II--Filer Information (to be completed by filers only)
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If you currently file with the SEC, check this box [ ] and provide
at least one of your SEC file numbers, if known:
1933 Act No.
2-____
33-____
333-____
1934 Act No.
0-____
1-____
28-____
1935 Act No.
70-____
69-____
1940 Act No.
811-____
814-____
Other No.
__-__
__-__
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Registrant's tax number or federal identification number
Telephone number (include area code)
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Primary business address or post office box no. (if different from
mailing address)
City State Zip
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State of incorporation/organization
Fiscal year end (mm/dd)
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Part III--Contact Information (to be completed by all applicants)
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Person to receive EDGAR information, inquiries and access codes
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Telephone number (include area code): ( )
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Mailing address or post office box no. (if different from
applicant's mailing address)
City State Zip
E-Mail Address:
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If you are an EDGAR Private Mail subscriber, provide your User ID:
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Part IV--Account Information (to be completed by filers and filing
agents only)
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Person to receive SEC account information and billing invoices
Telephone number (include area code) ( )
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Mailing address or post office box no. (if different from
applicant's mailing address)
City State Zip
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Part V--Signature (to be completed by all applicants)
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Signature: Type or print name:
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Position or title: Date:
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Section 19 of the Securities Act of 1933 (15 U.S.C. 77s), sections
13(a) and 23 of the Securities Exchange Act of 1934 (15 U.S.C.
78m(a) and 78w), section 319 of the Trust Indenture Act of 1939 (15
U.S.C. 77sss), section 20 of the Public Utility Holding Company Act
of 1935 (15 U.S.C. 79t) and sections 30 and 38 of the Investment
Company Act of 1940 (15 U.S.C. 80a-29 and 30a-37) authorize
solicitation of this information. We will use this information to
assign system identification to filers, filing agents, and training
agents. This will allow the Commission to identify persons sending
electronic submissions and grant secure access to the EDGAR system.
[[Page 56433]]
SEC (x/xx) Persons who potentially are to respond to the collection
of information contained in this form are not required to respond
unless the form displays a currently valid OMB control number.
Form ID--General Instructions
Using and Preparing Form ID
Use Form ID to apply for or to amend the following EDGAR codes:
Central Index Key (CIK)--The CIK uniquely identifies each filer,
filing agent, and training agent. We assign the CIK at the time you
make an initial application. You may not change this code
CIK Confirmation Code (CCC)--You will use the CCC in the header
of your filings in conjunction with your CIK to ensure that you
authorized the filing
Password (PW)--The PW allows you to log onto the EDGAR system,
submit filings, and change your CCC
Password Modification Authorization Code (PMAC)--The PMAC allows
you to change your password
Please see the EDGAR Filer Manual for instructions on how to file
electronically, including how to use the access codes
You must complete all items in any parts which apply to you. If any
item in any part does not apply to you, please mark that part
``NA.'' If your form is incomplete, it may take us longer to assign
your access codes
Part I--Applicant Information (to be completed by all applicants)
Please check the appropriate box to indicate whether you will be
sending electronic submissions as a filer, filing agent, or training
agent. Mark only one of these boxes per application. A ``filer'' is
any person or entity on whose behalf an electronic filing is made. A
``filing agent'' is a financial printer, law firm, or other party
which will be using these access codes to send a filing or portion
of a filing on behalf of a filer. A ``training agent'' is any person
or entity which will be sending only test filings in conjunction
with training other persons.
If you do not already have access codes, please mark the ``Initial
application'' box, and complete all other items in Parts II through
V that apply to you.
If you already have access codes, please provide your CIK in the
upper left corner, and mark the boxes to indicate the reason you are
filing the amendment and any access codes you want to replace. You
also should complete Part V (signature) and those items in Parts II
through IV which have changed from the previous application. You may
change your access codes (except your PMAC) and most other
information on Form ID electronically via EDGAR. See the EDGAR Filer
Manual for details.
Part II--Filer Information (to be completed by filers only)
The registrant's tax or federal identification number is the number
issued by the Internal Revenue Service. Foreign private issuers
should include all zeroes if they do not have a tax or federal
identification number. (We do not require this number for
individuals.)
We do not require state of incorporation/organization or fiscal year
end for individuals. We request that foreign private issuers include
their country of organization.
Part III--Contact Information (to be completed by all applicants)
In this section, identify the individual who should receive the
access codes and EDGAR-related information.
If you are or become an EDGAR Private Mail subscriber, you can
receive acceptance and suspension messages and any requested return
copies of your filings via electronic mail at your expense. If you
do not subscribe to EDGAR Private Mail, you can receive your
acceptance and suspension messages via Internet E-Mail if you
provide an address. We will not send return copies of filings to an
Internet address.
Part IV--Account Information (to be completed by filers and filing
agents only)
Identify in this section the individual who should receive account
information and/or billing invoices from us. We will use this
information to electronically process fee payments and billings.
Part V--Signature (to be completed by all applicants)
Send your manually signed and dated form to: Branch of Filer
Support, U.S. Securities and Exchange Commission, Operations Center,
Stop 0-7, 6432 General Green Way, Alexandria, VA 22312.
Dated: October 7, 1999.
By the Commission.
Margaret H. McFarland,
Deputy Secretary.
[FR Doc. 99-26985 Filed 10-19-99; 8:45 am]
BILLING CODE 8010-01-P