[Federal Register Volume 65, Number 43 (Friday, March 3, 2000)]
[Proposed Rules]
[Pages 11507-11525]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 00-5045]


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SECURITIES AND EXCHANGE COMMISSION

17 CFR Parts 228, 229, 230, 232, 239, 240, 249, 250, 259, 260, 269, 
270, and 274

[Release Nos. 33-7803; 34-42462; 35-27142; 39-2382; IC-24319 File No. 
S7-05-00]
RIN 3235-AH79


Rulemaking for EDGAR System

AGENCY: Securities and Exchange Commission.

ACTION: Proposed rule.

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SUMMARY: We are in the process of modernizing our Electronic Data 
Gathering, Analysis, and Retrieval (EDGAR) system. On June 28, 1999, we 
began accepting filings submitted to EDGAR in HyperText Markup Language 
as well as documents submitted in the American Standard Code for 
Information Interchange format. As of that date, filers have had the 
option to accompany their required filings with unofficial copies in 
Portable Document Format. We anticipate that we will implement the next 
stage of modernization (EDGAR Release 7.0) in late May of this year. In 
this release, we are proposing amendments to our rules to reflect 
changes to filing requirements that will occur with EDGAR Release 7.0 
as well as certain other changes to clarify or update the rules. We 
address in today's proposed amendments the following new features: 
inclusion of graphic and image files in HTML filings; expanded use of 
hyperlinks in HTML filings; and the addition of the Internet, and 
removal of diskettes, as a means of transmitting filings to the EDGAR 
system. We also propose to eliminate the requirement for filers to 
submit Financial Data Schedules.

DATES: We must receive your comments on or before April 3, 2000.

ADDRESSES: Please submit three copies of your comments to Jonathan G. 
Katz, Secretary, Securities and Exchange Commission, 450 Fifth Street, 
NW, Washington, DC 20549-0609. You also may submit your comments 
electronically at the following e-mail address: [email protected]. 
Your comment letter should refer to File No. S7-05-00; include this 
file number in the subject line if you use e-mail. We will make comment 
letters available for your inspection and copying in our Public 
Reference Room, 450 Fifth Street, NW, Washington, DC 20549. We also 
will post any electronically submitted comment letters on our Internet 
Web Site (http://www.sec.gov).

FOR FURTHER INFORMATION CONTACT: If you have questions about the 
proposed rules, please contact one of the following members of our 
staff: in the Division of Investment Management, Ruth Armfield Sanders, 
Senior Special Counsel, or Shaswat K. Das, Attorney, (202) 942-0978; 
and in the Division of Corporation Finance, Carol P. Newman Weiss, 
Accountant, (202) 942-2940. If you have questions about the development 
of the modernized EDGAR system, please contact Richard D. Heroux, EDGAR 
Program Manager, (202) 942-8885, in the Office of Information 
Technology.

SUPPLEMENTARY INFORMATION: Today we propose amendments to the following 
rules relating to electronic filing on the EDGAR system: Item 601 of 
Regulation S-B\1\ under the Securities Act of 1933 (Securities Act);\2\ 
Item 601 of Regulation S-K\3\ under the Securities Act; Rules 110 and 
483\4\ under the Securities Act; Forms S-2, S-3, and S-8\5\ under the 
Securities Act; Rules 11, 12, 103, 104, 105, 302, 303, 304, 311 and 501 
of Regulation S-T\6\ Rule 0-2\7\ under the Exchange Act of 1934 
(Exchange Act);\8\ Rule 21\9\ and Forms U5S, U-1, U-13-60 and U-3A-
2\10\ under the Public Utility Holding Company Act of 1935 (Public 
Utility Act);\11\ Rule 0-5\12\ under the Trust Indenture Act of 1939 
(Trust Indenture Act);\13\ Rules 8b-2, 8b-23, and 8b-32\14\ and Form N-
SAR\15\ under the Investment Company Act of 1940 (Investment Company 
Act);\16\ and Form ET\17\ under the Securities Act, the Exchange Act, 
the Public Utility Act, the Trust Indenture Act, and the Investment 
Company Act. Today we also propose to remove the following rules from 
Regulation S-T: Rules 401 and 402.\18\
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    \1\ 17 CFR 228.601.
    \2\ 15 U.S.C. 77a et seq.
    \3\ 17 CFR 229.601.
    \4\ 17 CFR 230.110 and 230.483.
    \5\ 17 CFR 239.12, 239.13, and 239.16b.
    \6\ 17 CFR 232.11, 232.12, 232.103, 232.104, 232.105, 232.302, 
232.303, 232.304, 232.311 and 232.501.
    \7\ 17 CFR 240.0-2.
    \8\ 15 U.S.C. 78a, et seq.
    \9\ 17 CFR 250.21.
    \10\ 17 CFR 259.5a, 259.101, 259.313 and 259.402.
    \11\ 15 U.S.C. 79a, et seq.
    \12\ 17 CFR 260.0-5.
    \13\ 15 U.S.C. 77sss, et seq.
    \14\ 17 CFR 270.8b-2, 270.8b-23 and 270.8b-32.
    \15\ 17 CFR 274.101.
    \16\ 15 U.S.C. 80a-1 et seq.
    \17\ 17 CFR 239.62, 249.445, 259.601, 269.6 and 274.401.
    \18\ 17 CFR 232.401 and 232.402.
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    EDGAR Release 7.0 will include the following new features that we 
address in the amendments we propose today:
     The ability to include graphic and image files in HTML 
filings;

[[Page 11508]]

     The ability to use hyperlinks in HTML filings, including 
links between documents within a submission and to previously filed 
documents on our public web site EDGAR database at www.sec.gov;
     The addition of the Internet, and removal of diskettes, as 
an available means of transmitting filings to the EDGAR system;
     The removal of the requirement to submit Financial Data 
Schedules.
    We also request comment concerning future EDGAR rulemaking projects 
in connection with EDGAR modernization and bringing more of our filings 
into the EDGAR system on a mandatory basis.

I. Modernization of EDGAR

A. Background

    In 1984, we initiated the EDGAR system to automate the receipt, 
processing, and dissemination of documents required to be filed with us 
under the Securities Act, the Exchange Act, the Public Utility Act, the 
Trust Indenture Act, and the Investment Company Act. Since 1996, we 
have required all domestic public companies to make their filings 
electronically through the EDGAR system, absent an exemption. EDGAR 
filings are disseminated electronically and displayed on our web site 
at http://www.sec.gov. The EDGAR system's broad and rapid dissemination 
benefits the public by allowing investors and others to obtain 
information rapidly in electronic format. Electronic format is easy to 
search and lends itself readily to financial analysis, using 
spreadsheets and other methods.
    Recent technological advances, most notably the rapidly expanding 
use of the Internet, have led to unprecedented changes in the means 
available to corporations, government agencies, and the investing 
public to obtain and disseminate information. Today many companies, 
regardless of size, make information available to the public through 
Internet web sites. On those sites and through links from one web site 
to others, individuals may obtain a vast amount of information in a 
matter of seconds. Advanced data presentation methods using audio, 
video, and graphic and image material are now available through even 
the most inexpensive personal computers or laptops.
    Last year, we adopted rules to begin the modernization of the EDGAR 
system to accommodate some of the changes in technology occurring since 
the system was developed. On March 10, 1999, we issued a release 
proposing amendments \19\ and, on May 17, 1999, a release adopting 
amendments \20\ to our rules to reflect initial changes to filing 
requirements resulting from EDGAR modernization, as well as certain 
other changes to clarify or update the rules. On June 28, 1999, we 
began allowing filers to submit documents to EDGAR in HyperText Markup 
Language (HTML) format \21\ and to accompany their required filings 
with unofficial copies in Portable Document Format (PDF). Today we are 
proposing rule changes to implement the next stage of EDGAR 
modernization.
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    \19\ Rulemaking for EDGAR System, Release Nos. 33-7653; 34-
41150; IC-23735 (Mar. 10, 1999) [64 FR 12908] (the 1999 proposing 
release).
    \20\ Rulemaking for EDGAR System, Release Nos. 33-7684; 34-
41410; IC-23843 (May 17, 1999) [64 FR 27888] (the adopting release).
    \21\ We continue to allow filers to submit documents in the 
text-based American Standard Code for Information Interchange 
(ASCII) format.
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    In response to our request for comments in the 1999 proposing 
release, we received a number of comment letters with suggestions 
concerning the evolving EDGAR system. Many of these comments addressed 
divergent concerns of filers, filing agents, disseminators, and public 
users of the EDGAR database. We appreciate the need to balance the 
competing interests of these parties in order to have a system that 
adequately addresses the fundamental needs of each. We have considered 
and will continue to consider these comments in connection with future 
planning for the system and rulemaking related to all stages of EDGAR 
modernization.\22\
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    \22\ You may read and copy comment letters submitted in response 
to our 1999 proposing release in our Public Reference Room, 450 
Fifth Street, NW, Washington, DC 20549 in File No. S7-9-99. You also 
may read the comment letters that were submitted electronically on 
our web site (http://www.sec.gov).
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B. HTML/PDF Environment

    The purpose of our current EDGAR contract is to modernize EDGAR 
over the next two years to make the system easier for filers to use and 
the documents more attractive and readable for the users of public 
information. Since June 28, 1999, filers have been able to submit most 
filings to us in either HTML or ASCII format. We expect that HTML will 
eventually replace ASCII for most filings. Also, since June 28, 1999, 
filers have been able to submit unofficial copies of filings in PDF. In 
this release, we refer to the required filings that filers must submit 
only in either ASCII or HTML formats as ``official filings.'' We refer 
to the PDF documents as ``unofficial PDF copies'' because filers may 
not use them instead of HTML or ASCII documents to meet filing 
requirements.
    Our plan for the evolution of the EDGAR system is to continue the 
HTML/PDF environment. Unlike ASCII documents, HTML and PDF documents 
have the potential to include graphics, varied fonts, and other visual 
displays that filers use when they create Internet presentations or 
material for distribution to shareholders. Up to this point, the EDGAR 
system has had limited support for HTML documents. The system accepts 
HTML documents that contain only a limited set of tags (commands and 
identifying information).
    In this release, we describe how the EDGAR system will change with 
EDGAR Release 7.0, and we propose corresponding rule changes. \23\ We 
now propose to expand the EDGAR system so that it will be able to 
accept and display filings that use graphic and other visual 
presentations and provide links to previously filed documents appearing 
on our public web site EDGAR database.
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    \23\ Before Release 7.0 in May of this year, we will revise the 
EDGAR Filer Manual to reflect technical changes we will implement 
with that release. The EDGAR Filer Manual sets forth the technical 
formatting requirements governing the preparation and submission of 
electronic filings through the EDGAR system. Filers must comply with 
the provisions of the Filer Manual to assure timely acceptance and 
processing of electronic filings. See Rule 301 of Regulation S-T [17 
CFR 232.301].
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    We hope ultimately to enable filers to submit documents to the 
EDGAR system that can appear in substantially the same graphic format 
as those prepared by the filer for delivery to investors and the 
marketplace. These advances would greatly expand the amount and kinds 
of information that we can make available to investors and other 
members of the public through the EDGAR system. These advances also 
would ease the burden upon filers, by enabling the submission of 
documents to the EDGAR system in a format similar to that in which 
documents are presented to the public and to investors. However, as 
discussed below, these advances also pose significant issues concerning 
the rules governing documents filed with us under the EDGAR system, 
which we must address before these advances are implemented.
    Currently, some filers use multi-media prospectuses, including 
videos, CD-ROMs, and streamed video or audio files that can be played 
over the Internet. The current EDGAR modernization contract will not 
accommodate these media, but we may

[[Page 11509]]

consider whether to include some of these media in the future.\24\
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    \24\ As noted in our release proposing rules on the regulation 
of securities offerings, we must consider factors such as security; 
development and maintenance costs; costs of database storage; how 
these materials should be disseminated to the public; whether 
investors would have as ready access to these materials as to the 
current electronic filings; how to meet the archival requirements 
for storage of these materials; wide divergence in industry 
standards for most multi-media formats; and how to assure that filed 
documents continue to be readable in the future, since applications 
that present these media may change or even disappear over time. See 
Section VII.B of ``The Regulation of Securities Offerings,'' 
Securities Act Release No. 7606A (Nov. 13, 1998) [63 FR 67174].
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C. Use of HTML

    We have not and are not now proposing to require the use of HTML 
for filings. However, we expect to require HTML for most filings in the 
future,\25\ so we encourage filers to use it and gain experience with 
this format if they do not have it already. We are providing technical 
support for filers to assist them in submitting and correcting HTML 
documents through our filer technical support function. We request 
comment on how soon filers will be able to submit most documents in 
HTML format and whether we should exclude any specific category of 
documents (such as exhibits) from the HTML format requirement.
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    \25\ We plan to keep Form N-SAR and Form 13F as ASCII format 
submissions. Rule 105(a) [17 CFR 232.105(a)]. However, filers have 
the option of submitting exhibits to Form N-SAR as HTML documents.
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    Currently, if HTML is used, each EDGAR document may consist of no 
more than one HTML file. In the 1999 proposing release, we requested 
comment on whether to allow filers to submit EDGAR documents composed 
of multiple linked HTML files. Some commenters were concerned about 
printing and downloading documents consisting of large HTML files. 
However, due to concerns about the order in which documents appear and 
are printed, we are continuing the requirement that each HTML document 
consist of no more than one HTML file (with associated graphics files).
    Currently, filers must use a set of permissible HTML 3.2 tags in 
their HTML documents. As discussed below, we propose to designate a new 
set of permissible HTML 3.2 tags for EDGAR Release 7.0, adding tags to 
allow graphics and more hypertext links. Filers will be able to take 
advantage of the expanded tagging for graphics and hypertext links only 
through the use of a modernized version of EDGARLink.\26\ These 
permissible tags allow for most formatting capability while eliminating 
active content and certain classes of hypertext links. We plan to move 
to a set of permissible HTML 4.0 tags in a future EDGAR system release.
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    \26\ We discuss the modernized EDGARLink in Section I.I below.
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D. Use of PDF

    In addition to allowing the use of HTML for filings, we permit 
filers to submit a single unofficial PDF copy of each document.\27\ 
These copies are disseminated publicly. Unofficial PDF documents retain 
all the fonts, formatting, colors, images, and graphics contained in an 
original document. The unofficial PDF copy is optional, but the rules 
require that, if an unofficial PDF copy of a document is submitted, it 
must be substantively equivalent \28\ to the document contained in the 
official filing of which it is a copy. Further, filers may not make a 
submission consisting solely of PDF documents; filers must include 
unofficial PDF copies only in submissions that contain official filings 
in HTML or ASCII format.
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    \27\ For example, if a filing consists of a registration 
statement plus five exhibits, there are six documents for EDGAR 
purposes. Generally, the filer may submit all of these as HTML 
documents, all as ASCII documents, or some as HTML and some as ASCII 
documents. The filer also has the option to accompany any or all of 
the six documents with an unofficial PDF copy. But the rules do not 
permit a filer to submit a single unofficial PDF copy including the 
registration statement and exhibits; each PDF document must reflect 
only one ASCII or HTML document.
    \28\ ``Substantively equivalent'' documents are the same in all 
respects except for the formatting and inclusion of graphics. This 
is because PDF documents may include more graphics than in the 
corresponding HTML document. For documents to be substantively 
equivalent, the text of the two documents must be identical.
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    Some filers have offered to submit redlined unofficial PDF copies 
of their filings along with their correspondence submissions for the 
convenience of the staff in its review.\29\ Currently, Rule 104 \30\ of 
Regulation S-T would prevent such submissions. We agree that allowing 
such submissions may facilitate staff review, and we propose to amend 
Rule 104 to provide that unofficial PDF copies in correspondence 
documents may differ from the contents of the associated ASCII or HTML 
correspondence document. This will allow filers to submit redlined 
copies of official filings in unofficial PDF copies of EDGAR 
correspondence documents without having to submit the entire official 
filing in the associated ASCII or HTML document. If a filer submits an 
unofficial PDF copy of a correspondence document that differs from the 
text of the ASCII or HTML document, the text of the ASCII or HTML 
correspondence document should describe the content of the unofficial 
PDF copy. For example, the ASCII or HTML correspondence document may 
consist of a cover letter stating that an unofficial PDF copy of the 
described filing is included in the submission.
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    \29\ Filers would not include a redlined unofficial PDF copy of 
the officially filed document, since EDGAR would disseminate the PDF 
document with the redline codes. However, unofficial PDF copies of 
EDGAR correspondence (CORRESP documents) are not disseminated.
    \30\ 17 CFR 232.104.
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    In the 1999 proposing release, we requested comment on whether we 
should initially impose a size limitation for unofficial PDF documents. 
While some commenters expressed concern about overall sizes of EDGAR 
submission, we do not propose a PDF size limitation at this point. 
However, we will consider such a limitation at a later date if it is 
warranted. \31\
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    \31\ The EDGAR Filer Manual that will accompany Release 7.0 will 
contain guidance on data compression, file creation, and 
transmission designed to limit file sizes for storage and 
downloading to members of the public.
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E. Graphic and Image Material

    Currently, we do not accept graphic or image material in HTML 
documents. \32\ The EDGAR system is programmed to suspend HTML 
submissions if they contain tags for graphic or image files. However, 
the optional, unofficial PDF copy of an EDGAR document may contain 
graphic and/or image material.
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    \32\ Filers must continue to provide a fair and accurate 
description of the differences between a version including graphic 
or image material and the filed version, as required by Rule 304 of 
Regulations S-T [17 CFR 232.304].
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    We propose to permit graphic and image material in HTML documents 
submitted using a modernized version of EDGARLink that we will make 
available with EDGAR Release 7.0.\33\ However, we propose to preclude 
filers from using graphic or image material to submit information such 
as text or tables, so that users will be able to search and/or download 
this information into spreadsheet form.\34\ Instead, we propose to 
require that filers submit such information as text in an ASCII 
document, or as text or an HTML table \35\ in an HTML document.\36\
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    \33\ We discuss the modernized EDGARLink in Section I.I below.
    \34\ For example, financial statements could not be presented as 
graphics, since this would impair their usefulness.
    \35\ The EDGAR Filer Manual will continue to prohibit filers 
from including ``nested tables'' in their HTML documents.
    \36\ The EDGAR Filer Manual will prohibit the use of graphics as 
background because their use may interfere with the legibility of 
documents. In addition, filers should be aware that EDGAR Release 
7.0 may not support the inclusion of graphics in modules and 
segmented filings.
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    We currently prohibit any EDGAR submission containing animated 
graphics (e.g., files with moving

[[Page 11510]]

corporate logos or other animation), either in any official submission 
or any unofficial PDF copy. We imposed this requirement due to concerns 
with how to capture and represent the animated graphics, which we 
cannot print or search, in the official filing. Since filers have not 
expressed strong concerns about the exclusion of animated graphics, we 
propose to continue to prohibit them in EDGAR documents.
    We have some concerns about the potential size of data files that 
filers may submit in connection with graphic and image material, not 
only because of our own database storage needs, but also because some 
Internet users may encounter difficulties in downloading or viewing 
documents that are very large.\37\ While we are not now proposing to 
impose a size limit on graphic and image files, we request comment on 
the circumstances and manner in which we might limit file size and the 
type of graphic and image materials if the need arises. For example, 
should we propose a limitation on the allowed size of each file or 
group of files, including graphic and image files, and provide EDGAR 
Filer Manual instructions on ways to minimize file size? Should we 
limit the total number of files that include graphic and/or image 
material?
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    \37\ As noted in footnote 31 above, the EDGAR Filer Manual will 
give guidance on voluntary methods to reduce the size of graphics.
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    In the 1999 proposing release, we requested comment on whether we 
should require graphic and image material to be included in HTML 
documents. One commenter believed that it would not be burdensome to 
require graphic information when required by the form. Another 
commenter believed that if graphics are created for the printed copy, 
they should be consistent in the HTML document.
    We have considered three approaches to graphics: making their use 
strictly optional, requiring graphics in HTML documents whenever our 
rules or forms require information to be in graphic form, \38\ or 
requiring graphics in HTML documents wherever the documents distributed 
to security holders or potential investors contain graphics. The latter 
approach would have the benefit of making the filed document look like 
the document actually used by the filer. However, such a requirement 
could place a burden on filers who would like to use HTML but may not 
have the resources to put all graphic and image material into 
electronic format. This could discourage the use of HTML. Accordingly, 
we propose the middle ground--requiring graphics in HTML documents only 
in the limited instances where our rules require graphics.\39\ We 
request comment on whether this approach would be burdensome and we 
should make graphics completely optional or, conversely, whether we 
should require graphics wherever presented in the distributed document.
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    \38\ See, e.g., the performance line graph required by Item 
402(l) of Regulation S-K [17 CFR 229.402(l)] and the performance 
graph required for investment companies by Item 5 of Form N-1A [17 
CFR 239.15A and 274.11A].
    \39\ Rule 304 of Regulation S-T [17 CFR 232.304] will continue 
to require the description of the differences between the filed 
version and other versions of the material. The filer would need to 
include the description only if the filer did not reproduce the 
graphics in the HTML document.
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    Filers should not include non-public information in graphics files, 
even if the associated HTML or unofficial PDF document is non-public 
and will not be disseminated. This is because, due to the design of the 
system, EDGAR will disseminate all graphic files, whether their related 
document is public or non-public.\40\ Of course, EDGAR will not 
disseminate the non-public document itself. Therefore, filers should 
not include graphics intended to remain non-public in their EDGAR 
submissions.
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    \40\ For example, EDGAR ``CORRESP'' and ``COVER'' documents are 
non-public and are not disseminated. However, EDGAR will disseminate 
graphics files associated with these document types.
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F. Limitation on Hypertext Links

    Currently, the EDGAR system does not permit hypertext links from 
HTML documents to external web sites. Similarly, the system does not 
permit hypertext links from one HTML document to any other documents 
(including exhibits), regardless of whether the document is part of the 
same filing. Hypertext links to different sections within a single HTML 
document are allowed.\41\ A document may include a textual reference to 
the filer's external sites or documents but it may not include a link 
to such external sites or documents.\42\
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    \41\ For example, companies may include a prospectus table of 
contents containing links to the various sections of the prospectus.
    \42\ It is the staff's position that such a reference will not 
be deemed to incorporate the material by reference into the filing. 
See ITT Corp. (Dec. 6, 1996) and Baltimore Gas & Electric Co. (Jan. 
6, 1997).
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    We propose to allow hypertext links to other documents within the 
same filing (i.e., exhibits) with EDGAR Release 7.0. We also propose to 
permit hypertext links to documents contained in other official filings 
in the EDGAR database on our public web site at www.sec.gov. Filers 
would be able to include the expanded hyperlinking in documents 
submitted to EDGAR using a modernized version of EDGARLink that we will 
make available with EDGAR Release 7.0.\43\ Under our proposal, filers 
could, for example, link from within a document to previously filed 
documents that are incorporated by reference.\44\ We would continue to 
prohibit all links outside the EDGAR database, including links to web 
sites.\45\ We request comment on our proposal to allow these limited 
hypertext links.
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    \43\ We discuss the modernized EDGARLink in Section I.I below.
    \44\ See Rule 105 of Regulation S-T [17 CFR 232.105]. Of course, 
filers should use hyperlinks consistently with the requirements for 
plain English. They should not use linked material as a substitute 
for information that needs to be in the document to make it 
readable. In addition, filers should keep in mind that a person who 
prints out the filed document will not also receive the linked 
material. Similarly, a database search on the filed document will 
not necessarily yield any results covering the linked material.
    \45\ However, filers may continue to include (non-active) 
textual references to electronic addresses (URLs) in their 
documents.
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    Currently, the rules provide that, if a filer includes 
impermissible hyperlinks in a filing, the linked material will not 
become part of the official filing for purposes of determining whether 
the disclosure requirements are satisfied.\46\ The linked material 
will, however, be subject to the civil liability and antifraud 
provisions of the federal securities laws. We propose to amend Rule 105 
of Regulation S-T so that this position applies whether or not the 
hyperlink is permitted by our rules.
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    \46\ The rule provides that information contained in the linked 
material is not part of the official filing for reporting purposes 
in order to prevent a filing from being considered complete when the 
entire content of the filing is not available without reference to 
another document. This provision should not, however, be viewed as a 
statement that linked material is not considered to be part of the 
filed document for other purposes.
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    We believe that filers should not be able to use hyperlinks to 
satisfy the disclosure requirements of the applicable rule or schedule 
because then the readers of the filing might be unable to understand 
the content of the filing without accessing numerous hyperlinks. In 
addition, they would not be able to print the filing as an integrated 
whole. Many of our forms and schedules permit incorporation by 
reference, but we do not believe it would be appropriate for a filer to 
use hyperlinks to effectively use incorporation by reference when that 
is not permitted. For example, in a Form S-1 registration statement, a 
filer might wish to use hyperlinks from the prospectus to the company's 
previous Exchange Act reports. This would be optional information for 
the convenience of the reader. The filer

[[Page 11511]]

could not, however, delete the business and financial information from 
the body of the prospectus because it was also provided in a 
hyperlinked Exchange Act report.
    In addition, we believe it is appropriate for filers to assume 
liability for hyperlinked material as if it is part of the filing. In 
other electronic contexts, there may be circumstances that call into 
question the intended purpose or reasonable interpretation of including 
a particular hyperlink in a document. In the context of an official 
filing made to the EDGAR system, however, we believe members of the 
public coming to the SEC's web site will reasonably understand the 
inclusion of a hyperlink to mean that the filer has adopted the linked 
material as its own. Rule 105 would reflect this position.
    We do not believe this liability treatment should present any 
problems for filers. The use of hyperlinks in filed documents would 
remain voluntary, and a filer need not hyperlink to other documents if 
it does not wish to be understood as adopting the linked material as 
its own. In addition, the only hyperlinks that the rule would permit 
would be to exhibits to the same filing, or to previous filings in the 
EDGAR database on our web site. We would caution filers, however, not 
to include these hyperlinks unless they are prepared to accept this 
responsibility.
    Although the liability treatment of hyperlinks under the proposed 
rule is similar to the legal effect of incorporation by reference, we 
emphasize that hyperlinks are not a substitute for incorporation by 
reference. As noted above, filers may not use hyperlinks to furnish 
information required in the filed document when incorporation by 
reference is not available. Conversely, when the form or rule makes 
incorporation by reference available, the filer must follow the form or 
rule requirements. A hyperlink alone will not satisfy those 
requirements.\47\
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    \47\ For example, the filing must contain a statement that the 
document is incorporated by reference, whether or not there is a 
hyperlink. As another example, Form 10-K may incorporate financial 
and other information from a company's annual report to security 
holders, so long as the information is filed as an exhibit to the 
Form 10-K. This exhibit is needed even if the information also is 
provided by hyperlink.
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    The proposed rule would not prevent a filer from including a 
hyperlink to a document filed by another issuer, which might include an 
affiliate or guarantor, subject to the same liability treatment. We 
request comment on whether filers would wish to include hyperlinks to 
filings of other companies, and under what circumstances. If filers 
would wish to do so, would the proposed treatment be appropriate? 
Should the rule permit hyperlinks to filings by the same company only, 
or by the same company and affiliated companies only?
    We ask commenters to address the proposed treatment of hyperlinks 
and whether there is any need to modify either the disclosure or 
liability provisions. Please note that these proposals address the 
status of hyperlinks in EDGAR filings only, not in other contexts such 
as hyperlinks in documents on filers' own web sites. We are considering 
issuing separate guidance that may address some of these issues.
    We solicit comment on two other aspects of the proposed treatment 
of hyperlinks. First, how should we treat hyperlinks within hyperlinks? 
For example, Company A's registration statement has a hyperlink to its 
Form 10-K, which in turn has a hyperlink to its proxy statement. We 
believe that Company A should be viewed as making all the hyperlinked 
material its own, including the proxy statement. Is there any reason to 
exclude material in second-level (and beyond) hyperlinks?
    Second, we solicit comment on the treatment of amended or 
superseded material in hyperlinks.\48\ If a hyperlinked document is 
corrected or updated by means of a new filing, the document containing 
the hyperlink also may have to be amended. Otherwise, the hyperlink 
will be to the wrong document. For example, suppose a registration 
statement contains a hyperlink to a Form 10-K that is later amended to 
reflect a material change. The registration statement would have to be 
amended to include a hyperlink to the amended Form 10-K.\49\ This would 
be necessary whether the hyperlinked document is filed by the same 
issuer or another issuer. Should this be a pre-or post-effective 
amendment, or should this be permitted in a prospectus filing under 
Rule 424 \50\ or 497 \51\ if the hyperlink was contained in the 
prospectus.
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    \48\ Cf. Rule 412 [17 CFR 230.412], which addresses amended or 
superseded material incorporated by reference into a Securities Act 
registration statement or prospectus.
    \49\ Of course, this would be necessary only during the pendency 
of the offering.
    \50\ 17 CFR 230.424.
    \51\ 17 CFR 230.497.
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    Currently, we maintain filing information on the EDGAR database on 
our public web site dating from 1994. While we have no current plans to 
remove data from this database, we anticipate that, in the future, we 
will periodically need to archive portions of the data. Therefore, 
filers should be aware that we cannot assure the maintenance of the 
linked material, since we do not know how long we will be able to 
maintain all of the EDGAR data on our web site.
    We recognize that use of hypertext links to external web sites may 
enhance filers' ability to present information as well as the public's 
ability to access information. As noted above, we do not propose to 
permit such external hypertext links. Links or references in an EDGAR 
filing to such external sites present significant issues concerning 
what constitutes an ``official filing'' submitted to and accepted by 
us. With paper filings, or even text-based ASCII filings, an ``official 
filing'' is encompassed entirely within the four corners of the text 
documents submitted to us by the filer, as well as specific documents 
incorporated by reference, and is thus easily identifiable. If we were 
to permit documents submitted to us in HTML format to include links to 
web sites or other documents that reside outside the EDGAR database on 
our public web site, the content of these web sites or documents could 
change on a regular basis, even after the ``official filing'' was 
received by us. As a result, someone trying to determine the content of 
the ``official filing'' at a later date would not necessarily be able 
to re-create the document as it was originally filed.
    This also raises issues concerning the extent to which filers' use 
of such external links (if we were to permit such links) could lead to 
liability under the securities laws. We request comment on whether 
filers, investors or others believe the benefits of allowing external 
hypertext links to other documents or web sites would outweigh these 
concerns. We request comment on the impact of such links on the 
definition of an official filing for regulatory and liability purposes, 
as well as the impact on automated analysis systems used by the 
processors and disseminators of EDGAR data. We also request comment on 
what we should accept as an official filing and on possible methods of 
archiving the official filing if we were to permit such external links.

G. Prohibition Against Electronic Submissions Containing Executable 
Code

    Our planning for the modernized EDGAR system is designed to 
minimize security risks. Accordingly, Rule 106 \52\ of Regulation S-T 
prohibits any EDGAR submission containing executable

[[Page 11512]]

code,\53\ either in any HTML or ASCII document or any unofficial PDF 
copy, at any time. ``Executable code'' includes, but is not limited to, 
disruptive code.\54\ This requirement is necessary to protect the 
integrity of the EDGAR system and database, by reducing the possibility 
of unauthorized access to sensitive information, and to reduce the 
possibility of introducing viruses or other destructive applications 
into the EDGAR system (and to any disseminator receiving data from the 
EDGAR system). A number of commenters supported the continuation of 
this prohibition. We propose to continue to prohibit the submission of 
all executable code.
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    \52\ 17 CFR 232.106.
    \53\ Executable code is defined as instructions to a computer to 
carry out operations that use features beyond the viewer's, 
reader's, or Internet browser's native ability to interpret and 
display HTML, PDF, and static graphic files. Such code may be in 
binary (machine language) or in script form. See Rule 11 of 
Regulation S-T [17 CFR 232.11]. Thus, scripting languages, such as 
JavaScript and similar scripting languages, fall into this class of 
executable code, as does Java, ActiveX, Postscript, and any other 
programming language.
    \54\ The term ``disruptive code'' means any active content or 
other executable code, or any program or set of electronic computer 
instructions inserted into a computer, operating system, or program 
that replicates itself or that actually or potentially modifies or 
in any way alters, damages, destroys or disrupts the file content or 
the operation of any computer, computer file, computer database, 
computer system, computer network or software, or as otherwise set 
forth in the EDGAR Filer Manual. A violation of this provision or 
the relevant provision of the EDGAR Filer Manual also may be a 
violation of the Computer Fraud and Abuse Act of 1986, as amended, 
and other statutes and laws.
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    We propose to continue, in general, suspending any attempted 
submission that our staff determines contains executable code.\55\ We 
have programmed the EDGAR system to detect and prohibit acceptance of 
such code during acceptance processing. If a submission is accepted, 
and our staff later determines that the accepted submission contains 
executable code, our staff may delete any document contained in the 
electronic submission from the EDGAR system and direct the electronic 
filer to resubmit electronically replacement documents for all or 
selected documents deleted from the submission. We are aware that 
suspending acceptance of a filing, or deleting it from the EDGAR 
database, could have significant consequences to the filer, such as 
causing a filing to miss its due date or preventing a time-sensitive 
filing from moving forward. Nevertheless, we need to continue to take 
whatever steps are necessary to address potential security problems.
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    \55\ If the executable code is contained only in one or more PDF 
documents, we will accept the submission but not the PDF 
document(s).
---------------------------------------------------------------------------

H. Method of Electronic Transmission

    Currently, electronic filers may make electronic submissions either 
as direct transmissions or on magnetic tape or diskette.\56\ As 
discussed below, we are adding transmission via the Internet as a mode 
of electronic submission and changing the mode of acceptable 
transmission from ``magnetic tape'' to ``magnetic cartridge.'' We also 
propose to remove diskettes as an allowed means of transmission.
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    \56\ See Rules 12(b) and 12(c) of Regulation S-T [17 CFR 
232.12(b) and 232.12(c)].
---------------------------------------------------------------------------

Direct Transmission via Dial-Up Modem and Internet
    Most filers currently make EDGAR submissions by using a dial-up 
modem process, with or without the use of EDGARLink,\57\ directly to 
EDGAR or through the EDGAR electronic mail service to EDGAR. Modem 
technology continues to advance. The current transmission speeds that 
are predominantly in use for EDGAR are 14.4 kpbs and 56 kbps. In 1998, 
the EDGAR system discontinued support for 1200 bps modems. We are now 
considering discontinuing support for 9600 bps modems, either in 
connection with EDGAR Release 7.0 or at a later time. We request 
comment on the impact, if any, of this proposed change.
---------------------------------------------------------------------------

    \57\ EDGARLink is the filer assistance software we provide to 
filers filing on the EDGAR system. See Section I.I below for a 
discussion of modernized EDGARLink.
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    With EDGAR Release 7.0, filers also will be able to make EDGAR 
filings through Internet-based technology via an Internet Service 
Provider (ISP) of their choice. We are revising EDGARLink to support 
Internet-based filing. We will provide security by Secure Socket Layer 
(SSL, i.e., encrypted transmissions) and certificates.\58\
---------------------------------------------------------------------------

    \58\ The EDGAR Filer Manual will set forth the detailed 
specifications for and guidance on obtaining certificates.
---------------------------------------------------------------------------

    In the 1999 proposing release, we requested comment on whether we 
should propose to allow or to require filers to acquire and present 
client side certificates from one for more vendors that we designate. 
We received several comments urging us not to require client side 
certificates; commenters believed that SSL would provide adequate 
security. One commenter stated that requiring client side certificates 
might lead to unanticipated difficulties when filers needed to make 
filings quickly. This commenter emphasized that security features 
should always be balanced against the impact the features will have on 
system users. We agree with the commenters; we will not require but 
will permit optional client side certificates. Filers may wish to use 
client side certificates for the additional security benefits they 
bring to filers and their transmissions (such as security of 
transmission to us and from us to disseminators and authentication of 
the document source).
Magnetic Tape
    Currently, filers may submit their EDGAR filings by magnetic 
tape.\59\ In keeping with changing technological standards, we are 
changing this method of transmission from the current 9 track magnetic 
tape format to the following formats: 4mm, 8mm, and .5 inch IBM-
compatible 3480 magnetic tape cartridges.\60\ We request comment on the 
impact, if any, of this proposed change.
---------------------------------------------------------------------------

    \59\ See Rule 12(b) of Regulation S-T [17 CFR 232.12(b)].
    \60\ See proposed related amendments to Securities Act Rule 110 
[17 CFR 230.110], Rules 12 and 103 of Regulation S-T [17 CFR 232.12 
and 232.103], Exchange Act Rule 0-2 [17b CFR 240.0-2], Public 
Utility Act Rule 21 [17 CFR 250.21], and Trust Indenture Act Rule 0-
5 [17 CFR 260.0-5].
---------------------------------------------------------------------------

Diskettes
    Diskette filings often present formatting difficulties,\61\ and the 
percentage of filers using diskettes is minimal, approximately one 
percent. As the EDGAR modernization effort continues, we believe we 
should discontinue acceptance of electronic submissions on diskettes. 
In the 1999 proposing release, we requested comment on whether 
diskettes remain useful for certain types of filings and whether we 
should continue to permit them. We received one comment in response to 
this request; that commenter believed there was no reason to continue 
accepting diskettes. We propose to eliminate diskettes as a 
transmission medium.\62\ We request comment on whether there is any 
category of filers who would be unduly burdened if we eliminate filers' 
ability to file on diskette.
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    \61\ The EDGAR system will not accept diskette filings with 
formatting errors. The process of notifying the filer of the errors 
and having the filer correct and resubmit the diskette may result in 
long delays before EDGAR accepts the filing.
    \62\ Id.
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I. Modernized EDGARLink

    We will provide filers a new, easier to use EDGARLink product for 
gathering and transmitting documents to the EDGAR system. We will 
continue to have the existing DOS-based EDGARLink available 
concurrently for approximately six months. We anticipate that the new 
EDGARLink will work more easily under Windows

[[Page 11513]]

operating system environments. We request comment on the burden to 
filers, if any, of our discontinuing support for the existing DOS-based 
EDGARLink six months after we make available the new EDGARLink. Filers 
must use the new EDGARLink if they wish to include graphics and 
hyperlinks in their HTML documents (except for hyperlinks within the 
same document).
    The new EDGARLink will allow filers to use predefined templates to 
fill in required submission ``header'' data. We will integrate the 
electronic templates with the two most popular Internet browsers in the 
market today, Internet Explorer and Netscape Navigator (versions 3 and 
higher). Filers may use these integrated browsers to transmit their 
filings to EDGAR using the Internet. The interface to the user will be 
the browser, so many of the functions in the browser interface that 
filers use currently to traverse the Internet will be familiar under 
the new EDGARLink.
    We will not distribute the new EDGARLink by diskette. We will make 
it downloadable from the EDGAR web site. The filer will have the choice 
of downloading all of the submission header templates for all of our 
forms and filings or just the submission header template that they need 
for a particular filing. This should save time in downloading 
submission header templates and ensure that the filer is downloading 
the most recent template.
    The new EDGARLink will perform the same function of assisting 
filers with building the header, attaching documents to the header, 
checking for errors, and transmitting the documents to us. The new 
EDGARLink will not use the current tagging structure for submission 
headers. Instead, it will have clear, plain English labels on fields. 
The filer will bring up the correct submission header template and 
begin filling in the fields similar to the way data input is performed 
on many web sites on the Internet. The new submission header templates 
will be able to validate some fields as soon as the information is 
entered, so filers will not have to wait until they validate their 
filing to see errors in the submission header. The submission header 
template will also allow filers to attach their documents directly to 
the template. Once the submission header template is complete and the 
documents are attached, filers may use the browser-like buttons at the 
top of the screen to validate the submission header template and the 
attached documents. Filers may then use another button at the top of 
the screen to transmit the submission header template and attached 
documents to us.
    The filer will correct any errors detected in the submission header 
template during the validation phase through the new EDGARLink 
software. During the validation phase, filers will correct any errors 
they detect in the documents using their own word processing software 
package, which they may invoke easily from the submission header 
template. Filers should review their submissions carefully before 
transmission, since, once the submissions are accepted, EDGAR 
disseminates filings almost instantaneously.

J. HTML Standard; Tag Set

    To maximize the likelihood of consistent document appearance across 
different browsers, we adopted HTML 3.2 as the required standard for 
HTML documents. In addition to using HTML 3.2 as the standard, we 
adopted a set of permissible HTML 3.2 tags for use in HTML documents. 
For EDGAR Release 7.0, we are changing the standard for use with the 
modernized version of EDGARLink \63\ to a further modified version of 
HTML 3.2 that adds tags needed for graphics and more hypertext links. 
This should allow for most formatting capability while eliminating 
active content and certain classes of hypertext links.\64\ The 
tentative list of these tags, which will be included in the EDGAR Filer 
Manual and updated from time to time, appears in Appendix A to this 
release.\65\ The EDGAR system will continue to suspend filings if they 
contain tags that are not permitted. We request comment on the proposed 
tag set, including whether we should permit, require, or prohibit any 
particular tag.
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    \63\ See Section I.I above.
    \64\ The modified 3.2 tag set will not include proprietary 
extensions that are not supported by all browsers.
    \65\ The permitted tag set will continue to evolve over time to 
accommodate the industry standard and needs of filers.
---------------------------------------------------------------------------

K. Financial Data Schedules

    Filers currently submit Financial Data Schedules (FDSs) as exhibits 
to many of our required forms. Filers extract the FDS information from 
financial statements and other sources in their filings. The primary 
purpose of this requirement is to provide tagged financial information 
that the staff can use for screening filings, ratio computation and 
other analysis. As part of the EDGAR modernization effort, we have 
explored alternative means of acquiring this financial information, 
such as through outside data sources. We propose to relieve filers of 
the requirement to prepare and submit FDSs and to remove the 
requirement for Financial Data Schedules from all rules and forms. We 
request comment, however, on whether FDS data is useful to the public 
and whether we should continue to require filers to submit FDSs with 
any filing.
    With respect to investment companies, one commenter suggested that 
we incorporate certain information currently contained in the financial 
data schedule submitted with Form N-SAR into the Form N-SAR itself. We 
believe this data may be valuable in connection with the analysis of 
the other information collected in the Form N-SAR. Therefore, we 
request comment on whether we should retain the FDS requirement for 
Form N-SAR for the time being but, in future rulemaking, consider 
removing the FDS requirement and instead incorporating the FDS 
information into the Form N-SAR itself.

L. Possible Future Rulemaking Projects

    As the use of electronic databases grows, it becomes increasingly 
important for members of the public to have electronic access to our 
filings. According, we are contemplating future rulemaking to bring 
more of our filings into the EDGAR system on a mandatory basis. For 
example, we anticipate that we will propose to make Forms 3, 4 and 5 
\66\ under Section 16 \67\ of the Exchange Act and Form 144 \68\ 
(notices of securities sales filed pursuant to Rule 144 \69\) mandated 
EDGAR filings. Also, we are considering proposing to require that 
foreign private issuers make their filings with us on the EDGAR 
system.\70\ We request comment on these future projects as well as 
whether we should require other filings to be mandated EDGAR filings. 
For example, should we mandate, or at least permit, the electronic 
submission of filings relating to offerings exempt from registration 
under the Securities Act, including filings made pursuant to Regulation 
A,\71\ Regulation D \72\ and Regulation E \73\? Should we mandate that 
investment companies submit their exemptive applications 
electronically? We also are considering whether to allow or require 
securities exchanges to file on the EDGAR system. We request comment on 
whether we should allow or require these entities to file 
electronically their

[[Page 11514]]

certifications for listing and trading on the exchanges, and Form 25 
under the Exchange Act,\74\ electronically on the EDGAR system.
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    \66\ 17 CFR 249.103, 249.104, and 249.105.
    \67\ 15 U.S.C. 78p.
    \68\ 17 CFR 239.144.
    \69\ 17 CFR 230.144.
    \70\ Currently, filers may submit Forms 3, 4, 5 and 144 and most 
of the foreign private issuer forms on EDGAR on a voluntary basis.
    \71\ 17 CFR 230.251-230.263.
    \72\ 17 CFR 230.501-230.506.
    \73\ 17 CFR 230.601-230.610a.
    \74\ 17 CFR 249.25.
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    Also, we request comment on the following issues in connection with 
future rulemaking for modernization of the EDGAR system:
EDGAR Tags
    Currently, EDGAR submissions include Standard Generalized Mark Up 
Language (SGML) tagging. In the 1999 proposing release, we requested 
comment on the use of eXtensible Markup Language (XML) for EDGAR 
tagging, particularly for EDGAR submission header tags. No commenter 
objected to the use of XML tagging, and commenters agreed that XML 
tagging would be useful and potentially a very powerful tool for 
tagging information within the body of an EDGAR document. We are moving 
toward XML tagging of submission header information in Release 7.0. 
EDGARLink users will not notice the XML tagging, since they will enter 
their submission header information using an input screen that does not 
contain tags. EDGARLink will create and transmit to EDGAR the XML 
tagged submission.
    We again request comment on the use of XML tagging for marking 
certain information within the body of an EDGAR document, as discussed 
below. We request comment on the impact of our requiring, where 
applicable, that filers provide XML tagging of the following 
information within the body of EDGAR documents: fee-related data; for 
investment companies, identification of individual series (portfolios) 
and classes; and, for insurance products, identification of separate 
accounts.
Investment Companies and Insurance Products--Multiple ``Primary'' EDGAR 
Documents
    Open-end management investment companies (mutual funds) and 
variable insurance products frequently make submissions with one 
``primary'' EDGAR document that consists of many separate documents for 
distribution to shareholders. For example, the primary EDGAR document 
for an initial registration statement or amendment (e.g., EDGAR 
document type 485APOS) may contain many separate prospectuses and 
statements of additional information. A single shareholder report EDGAR 
document (N-30D) may contain the shareholder reports for a number of 
different portfolios within the same mutual fund or insurance product 
registrant. We request comment on whether, for these registrants, 
requiring the current primary EDGAR document to continue to be 
comprised of no more than one HTML file would be cumbersome for filers 
to submit and for the public to use. We request comment on whether we 
should accommodate the special circumstances of mutual fund and 
insurance product filers by allowing or requiring these filers to 
include multiple primary EDGAR documents in certain EDGAR submission 
types (for example, N-1A, N-14AE, 485APOS, 497, or N-30D).

II. Rule Amendments in Connection with EDGAR Release 7.0

    We propose to amend certain rules and regulations, which we discuss 
below, in connection with EDGAR Release 7.0. We request comment on our 
proposed amendments and on whether we should amend any other rules and 
regulations under the securities laws. Most of our proposed amendments 
are to the provisions of Regulation S-T, which governs the preparation 
and submission of electronic filings to us, as described below in 
connection with the expanded features for HTML documents.
    Rule 11--Definition of Terms used in Part 232. Rule 11 contains 
definitions used in Regulation S-T. We propose to amend the definition 
of ``official filing.'' Currently, the definition of the term 
``official filing'' is any filing that is received and accepted by the 
Commission, regardless of filing medium.\75\ The current definition 
resulted from amendments we made to reflect revised records retention 
practices.\76\ Before those amendments, Rule 11 made clear that an 
``official filing'' was a document filed with us exclusive of header 
information, tags and any other technical information required in an 
electronic filing.\77\ We propose to revise the definition to restore 
this language.
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    \75\ Rule 11 of Regulation S-T [17 CFR 232.11].
    \76\ See Release No. 33-7427; 34-38798; 39-2355; IC-22730 (July 
1, 1997) [62 FR 36450] (removing the reference to microfiche to 
reflect new practice of allowing for storage of documents in a 
variety of media).
    \77\ See Release No. 33-6977 (Feb. 23, 1993) [58 FR 14628].
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    We also propose to remove from Rule 11 the definition of ``phase-in 
date,'' since we have completed phase-in to mandated electronic filing 
and the term is no longer used in the rules.
    Rules 12 and 103--Business hours of the Commission; Liability for 
transmission errors or omissions in documents filed via EDGAR. 
Paragraph (b) of Rule 12 and Rule 103 refer to the submission of 
electronic filings on magnetic tape or diskette. We propose to revise 
paragraph (b) of Rule 12 to refer to transmission by magnetic cartridge 
rather than magnetic tape and to remove the references to diskettes, 
since we propose to discontinue accepting filings on them \78\ and to 
revise the language of paragraph (c) of Rule 12 to allow for direct 
transmissions via Internet. We also propose to remove the reference to 
method of transmission from Rule 103, since the rule covers 
transmission by any acceptable method.
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    \78\ We also propose to revise the following rules to change the 
reference from magnetic tape to magnetic cartridge and to remove the 
reference to diskettes: Securities Act Rule 110, Exchange Act Rule 
0-2, Public Utility Act Rule 21, and Trust Indenture Act Rule 0-5.
---------------------------------------------------------------------------

    Rule 104--Unofficial PDF Copies Included in an Electronic 
Submission. Rule 104 provides that an electronic submission may include 
one unofficial PDF copy of each electronic document contained within an 
electronic submission. \79\ Each unofficial PDF copy must be 
substantively equivalent to its associated ASCII or HTML document 
contained in the submission. Several commenters suggested that filers 
may wish to submit redlined courtesy copies of filings as unofficial 
PDF copies of correspondence documents. As discussed above in Part I.D, 
we propose to relax the substantively equivalent requirement in 
connection with non-public correspondence submissions consisting of 
redlined copies of filings. We solicit comment on whether we should 
remove this requirement for all unofficial PDF correspondence documents 
instead of only those consisting of a redlined copy of a filing.
---------------------------------------------------------------------------

    \79\ Rule 104(a) [17 CFR 232.104(a)]. This rule also permits the 
filer to submit an unofficial PDF copy of correspondence or a cover 
letter document.
---------------------------------------------------------------------------

    Rule 104 currently makes it clear that an unofficial PDF copy may 
contain graphic and image material even though its ASCII or HTML 
counterpart may not contain such material. \80\ We propose to revise 
the rule to reflect the fact that, with EDGAR Release 7.0, the HTML 
counterpart might also contain graphic material.
---------------------------------------------------------------------------

    \80\ Rule 104(b) [17 CFR 323.104(b)].
---------------------------------------------------------------------------

    Rule 105--Limitation on Use of HTML Documents and Unofficial PDF 
Copies; Use of Hypertext Links. Rule 105 currently provides that filers 
may not submit Financial Data Schedules as HTML documents. We propose 
to remove this language, since we will no longer require filers to 
submit FDSs.
    Rule 105 currently prohibits electronic filers from including in 
HTML documents hypertext links to sites or documents outside the HTML

[[Page 11515]]

document.\81\ However, the rule allows electronic filers to include 
hypertext links to different sections within a single HTML document. We 
propose to amend the rule so that, with EDGAR Release 7.0, filers may 
link to other documents within the same submission as well as to other 
documents previously filed electronically that are on our public web 
site EDGAR database at www.sec.gov. The EDGAR system will suspend 
filings if they contain external links other than discussed above.
---------------------------------------------------------------------------

    \81\ Rule 105(b) [17 CFR 232.105(b)].
---------------------------------------------------------------------------

    The proposed rule would not permit filers to link to an unofficial 
PDF copy of a filing, since the PDF copy is not an official filing. We 
request comment, however, on whether we should permit filers to link to 
unofficial PDF copies.
    Currently, Rule 105 provides that, if an accepted filing includes 
external links in contravention of our rules, we will not consider 
information contained in the linked material to be part of the official 
filing for determining compliance with reporting obligations, but such 
information will be subject to the civil liability and anti-fraud 
provisions of the federal securities laws.\82\ As discussed above in 
Part I.F, we propose to revise the rule so that it applies to all 
linked material, whether included in accordance with (or in 
contravention of) our rules.
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    \82\ Rule 105(c) [17 CFR 105(c)].
---------------------------------------------------------------------------

    Rule 302--Signatures. Rule 302 currently provides that required 
signatures to or within electronic documents must be in typed form. We 
propose to amend the rule to allow signatures that are not required to 
appear as script in HTML documents, since we propose to permit graphic 
and image material.\83\ Some commenters believed that we also should 
accept required signatures as script in HTML documents. However, we 
propose to retain the rule that required signatures be typed to ensure 
legibility of these signatures.
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    \83\ Rule 302. We do not now, and do not propose to, require 
signatures in unofficial PDF copies.
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    Rule 303--Incorporation by reference. Paragraph (a)(4) of Rule 303 
currently prohibits the incorporation by reference of Financial Data 
Schedules submitted under Rule 483. We are proposing to remove this 
provision, since we propose to no longer require FDSs.
    Rule 304--Graphic, Image, Audio and Video Material. Currently, Rule 
304 prohibits the inclusion of graphic, image, audio or video material 
in an EDGAR document. We propose to revise Rule 304 to lift the 
prohibition on graphic and image material (but not on audio or video 
material) in HTML documents with EDGAR Release 7.0.\84\ As discussed 
above in Part I.E, we also propose to require the presentation of 
graphic material in an HTML graphic file in HTML documents if the 
information is required by Commission rule or form and to allow its 
inclusion where the graphics in the document are not required by our 
rules or forms. We also propose to amend the rule to prohibit animated 
graphics in any EDGAR document.
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    \84\ We also propose to add a Note to paragraph (a) of Rule 304 
to make it clear that when omitted material contains data, filers 
must include that data in the filing. For example, if the omitted 
material consists of a pie chart showing the use of proceeds, the 
EDGAR filing should set forth the percentage of proceeds allocated 
to each use rather than merely stating ``chart showing use of 
proceeds omitted.''
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    Rule 311--Documents submitted in paper under cover of Form SE. Rule 
311 currently contains provisions concerning documents submitted in 
paper under Form SE. We propose to amend the rule to remove the 
reference to exhibits to Form N-SAR, since filers must now submit N-SAR 
exhibits electronically.
    Rules 401 and 402--Financial Data Schedule; Liability for Financial 
Data Schedule. Rules 401 and 402 are the provisions governing the 
electronic submission of Financial Data Schedules. As discussed above 
in Part I.K, we propose to rescind the requirement for FDSs, and 
accordingly we propose to remove Rules 401 and 402 of Regulation S-
T.\85\
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    \85\ We also propose to amend the following rule and form 
provisions in connection with the discontinuance of FDSs: Items 601 
of Regulation S-B and S-K; Securities Act Rule 483; Securities Act 
Forms S-2, S-3, and S-8; Public Utility Act Forms U5S, U-1, U-13-60 
and U-3A-2; Investment Company Act Rules 8b-2, 8b-23 and Rule 8b-32; 
and Investment Company Act Form N-SAR.
---------------------------------------------------------------------------

    Rule 501--Modular Submissions and Segmented Filings. Rule 501 
currently states that an electronic filer that subscribes to the 
optional EDGAR electronic mail service may use the module and segment 
features. We propose to revise the rule to remove the reference to the 
optional electronic mail service, since filers who do not subscribe 
also may use these features.

III. General Request for Comment

    You are invited to submit written comments relating to the rule 
proposals set forth in this release by submitting three copies to 
Jonathan G. Katz, Secretary, U.S. Securities and Exchange Commission, 
450 Fifth Street, NW, Washington, DC 20549-0609. You also may submit 
your comments electronically at the following e-mail address: [email protected]. Your comment letter should refer to File No. S7-05-
00; include this file number in the subject line if you use e-mail. We 
will make comment letters available for your inspection and copying in 
our Public Reference Room, 450 Fifth Street, NW, Washington, DC 20549. 
We also will post any electronically submitted comment letters on our 
Internet Web Site (http://www.sec.gov).
    We request comment not only on the specific issues we discuss in 
this release, but on any other approaches or issues that we should 
consider in connection with the EDGAR modernization that we envision. 
We seek comment from any interested persons, including those required 
to file information with us on the EDGAR system, as well as investors, 
disseminators of EDGAR data, EDGAR filing agents, and other members of 
the public who have access to and use information from the EDGAR 
system.

IV. Cost-Benefit Analysis

    The rules we are proposing today reflect the next stage in our 
modernization of EDGAR. We expect that this continuing EDGAR 
modernization ultimately will result in considerable benefits to the 
securities markets, investors, and other members of the public, by 
expanding the types and accessibility of information that can be filed 
and made available for public review through the EDGAR system. We also 
expect that the changes will result in economic benefits to filers by 
easing their burden in filing required materials through the EDGAR 
system.
    One of the goals of EDGAR modernization has been to benefit all 
EDGAR users by achieving consistency as much as possible with familiar 
and widely accepted industry standards. The rules proposed today are an 
important step in moving the EDGAR system toward these industry 
standards.
    The transition to a broader HTML tag set and the use of more 
current technologies should provide significant benefits. Investors 
will benefit from EDGAR modernization because they will receive 
documents that communicate more effectively. Graphics can make 
documents easier to read. Hyperlinks should make documents easier to 
navigate and information easier to locate.
    The ability to transmit filings over the Internet also should 
provide increased flexibility to filers. Moreover, since filers would 
be able to use their own Internet Service Providers and send filings to 
the EDGAR system at no charge, filers located outside of the immediate 
Washington, DC area may reduce their costs for long-distance telephone 
service. EDGARLink filers

[[Page 11516]]

also should benefit from being able to prepare and transmit their 
filings to the EDGAR system using more convenient and familiar browser-
based software. The modernized EDGARLink, which will be a significant 
update from the older technology of the current EDGARLink product, 
should benefit filers by eliminating their dependence upon maintaining 
old equipment that is no longer supported in the computer industry.
    Companies that make public filings also should benefit from having 
expanded features in their HTML documents because their documents will 
communicate more effectively with shareholders and be more attractive 
for marketing and other purposes. As investors find that they can more 
effectively obtain the information they seek from the EDGAR system, 
filers may get fewer requests for paper copies of filings. Some filers 
that prepare documents in HTML for purposes of offerings or of company 
web site postings may find it less burdensome to convert documents into 
the version of HTML provided for in Release 7.0 and the proposed rules 
than to convert them into ASCII.
    At the same time, we recognize that the full transition to the 
modernized EDGAR system will impose some hardware, software, and 
staffing costs associated with the evolution of computer systems to 
industry standards. At this stage, issuers and other filers need not 
incur any immediate costs related to the proposed HTML enhancements, 
because filing in HTML remains voluntary. Filing agents who do not use 
our free EDGARLink software may incur some programming costs to make 
the transition to Release 7.0.
    The changes in permissible methods of transmission of EDGAR 
submissions will likely lead to some immediate costs. We believe that 
the elimination of diskettes and the move from magnetic tape to 
magnetic cartridge would affect approximately one percent of filers. On 
the other hand, all filers using EDGARLink may need to make some 
adjustments to effect the transition to the modernized EDGARLink, which 
is browser-based. These costs should be minimal for most filers because 
the new software is not dependent upon any one operating system 
environment and most companies have already adopted an environment that 
will support it. The new EDGARLink also may be able to operate on some 
older DOS-based operating environments. The current DOS-based EDGARLink 
will remain available to filers for six months to facilitate filers' 
transition to the modernized EDGARLink.
    Disseminators of EDGAR data may incur some transitional costs as 
they revise their software to accommodate the proposed HTML 
enhancements.\86\ Disseminators that are not HTML-based may face some 
difficulties in integrating the new graphics data. In addition, 
graphics data may increase the size of documents received by the EDGAR 
system and transmitted to disseminators. As a result, disseminators may 
need to adjust their storage techniques or may incur additional costs 
for storage and processing.
---------------------------------------------------------------------------

    \86\ We continually attempt to reduce the costs of the EDGAR 
system and to pass those cost savings along when possible. For 
example, in November 1998, under the new EDGAR contract, we were 
able to effect a cost savings with the implementation of a new 
privatized dissemination system. This resulted in our passing along 
a cost savings of nearly $200,000 per year to disseminators when 
their yearly subscription cost was reduced from $278,000 to $79,686. 
And in December 1999, the subscription price dropped again from 
$79,686 to $44,571.
---------------------------------------------------------------------------

    The rules we propose today impose no costs related to substantive 
disclosure. The one proposed substantive change is the elimination of 
financial data schedules, which would reduce filers' preparation time. 
The remaining proposals would not substantively change the information 
and disclosure we currently require. Rather, the proposed rules would 
merely modify and supplement current rules to reflect the expanded HTML 
options that filers may use to submit information to us electronically.
    We encourage commenters to identify any costs or benefits 
associated with the rule proposals and with EDGAR modernization in 
general. In particular, please identify any costs or benefits 
associated with the rule proposals relating to the increased use of 
graphics, the contents of an ``official filing,'' impermissible types 
of code and content, hypertext links to documents or web sites, 
variations in the appearance of an ``official filing'' that is accessed 
through different browsers, and any impact that the rule proposals may 
have on the ease of locating and using EDGAR data. Please provide data 
to support your position.
    For purposes of the Small Business Regulatory Enforcement Fairness 
Act of 1996, we request information regarding the potential impact of 
the proposed amendments on the economy on an annual basis. In 
particular, comments should address whether the proposed changes, if 
adopted, would have a $100,000,000 annual effect on the economy, cause 
a major increase in costs or prices, or have a significant adverse 
effect on competition, investment, or innovation. Commenters should 
provide empirical data to support their views.

V. Analysis of Burdens on Competition, Capital Formation and 
Efficiency

    Section 23(a)(2) of the Exchange Act requires us, in adopting rules 
under the Exchange Act, to consider the anti-competitive effects of any 
rules that we adopt thereunder. Furthermore, section 2(b) of the 
securities Act,\87\ section 3(f) of the Exchange Act,\88\ and section 
2(c) \89\ of the Investment Company Act require us, when engaging in 
rulemaking, and considering or determining whether an action is 
necessary or appropriate in the public interest, to consider whether 
the action will promote efficiency, competition, and capital formation. 
In compliance with our responsibilities under these sections, we 
request comment on whether the proposals, if adopted, would promote 
efficiency, competition, and capital formation. We encourage commenters 
to provide empirical data or other facts to support their views.
---------------------------------------------------------------------------

    \87\ 15 U.S.C. 77b(b).
    \88\ 15 U.S.C. 78c(f).
    \89\ 15 U.S.C. 80a-2(c).
---------------------------------------------------------------------------

    In compliance with our responsibilities under the previously 
mentioned provisions, we considered whether the amendments would 
promote efficiency, competition and capital formation. Although filing 
agents and information disseminators may be disparately affected 
depending on their technical readiness and programming formats, we 
believe that the new rules and amendments would not impose any burden 
on competition not necessary or appropriate in the furtherance of the 
purposes of the securities laws.
    We believe that the new rules and amendments would not have any 
adverse effect on capital formation. We believe the amendments would 
promote efficiency by giving investors information in a more readable 
format and by more closely aligning our technical standards to the 
industry's. The new rules and amendments would apply equally to all 
entities currently required to file on EDGAR. Because the proposed 
rules and amendments are designed in part to permit filers to provide 
information in a format that will be more useful to investors, the 
amendments are appropriate in the public interest and for the 
protection of investors.
    We request comment on any burden on efficiency, competition, or 
capital formation that might result from the adoption of these 
proposals.

[[Page 11517]]

VI. Summary of Regulatory Flexibility Act Certification

    Our Chairman has certified, under section 605(b) of the Regulatory 
Flexibility Act, 5 U.S.C. 605(b), that the new rules and rule 
amendments we propose in this release (the Proposals) would not, if 
adopted, have a significant economic impact on a substantial number of 
small entities. The certification, discussing the factual basis 
therefor, is attached to this Release as Appendix B. We encourage 
written comments on the Certification. We ask commenters to describe 
the nature of any impact on small entities and provide empirical data 
to support the extent of the impact.

VII. Paperwork Reduction Act

    Our proposal to eliminate Financial Data Schedules (FDSs) affects 
several regulations and forms that contain ``collection of 
information'' requirements within the meaning of the Paperwork 
Reduction Act of 1995 \90\ (the Act). We have submitted the proposal to 
the Office of Management and Budget (OMB) for review in accordance with 
44 U.S.C. 3507(d) and 5 CFR 1320.11. The titles of the affected 
information collections are as follows: Form S-1, Form S-4, Form S-11, 
Form SB-1, Form SB-2, Form 10-SB, Form 10-QSB, Form 10-KSB, Form 10, 
Form 10-Q, and Form 10-K; Investment Company Act Form N-SAR; and Public 
Utility Holding Company Act Forms U-1, U5S, U-13-60 and U-3A-2. An 
agency may not conduct or sponsor, and a person is not required to 
respond to, a collection of information unless it displays a currently 
valid control number.
---------------------------------------------------------------------------

    \90\ 44 U.S.C. 3501 et seq.
---------------------------------------------------------------------------

    Form S-1 under the Securities Act (OMB Control Number 3235-0065) is 
used by issuers that are not eligible to use other forms to register 
offerings of securities. The form sets forth the transactional and 
company information required by the Commission in securities offerings. 
Form S-4 under the Securities Act (OMB Control Number 3235-0324) is 
used by issuers to register securities offerings in connection with 
business combinations and exchange offers. This form sets forth the 
transactional and company information required by the Commission in 
securities offerings. Form S-11 under the Securities Act (OMB Control 
Number 3235-0067) is used to register real estate investment trusts and 
securities issued by issuers whose business is primarily that of 
acquiring and holding investment interests in real estate. Form SB-1 
under the Securities Act (OMB Control Number 3235-0423) is used by 
small business issuers, as defined in Rule 405 of the Securities Act, 
to register offerings of up to $10 million of securities in a 12-month 
period. The form sets forth the transactional and company information 
required by the Commission in securities offerings. It requires less 
detailed information about the issuer's business than Form S-1. Form 
SB-2 under the Securities Act (OMB Control Number 3235-0418) is used by 
small business issuers, as defined in Rule 405 of the Securities Act, 
to register securities offerings. The form sets forth the transactional 
and company information required by the Commission in securities 
offerings. It requires less detailed information about the issuer's 
business than Form S-1.
    Form 10 under the Exchange Act (OMB Control Number 3235-0064) is 
used by registrants to register classes of securities for trading on a 
national exchange. It requires certain business and financial 
information about the issuer. Form 10-SB under the Exchange Act (OMB 
Control Number 3235-0419) is used by small business issuers, as defined 
in Rule 12b-2 of the Exchange Act, to register classes of securities. 
This form requires slightly less detailed information about the 
issuer's business than Form 10 requires. Form 10-K under the Exchange 
Act (OMB Control Number 3235-0063) is used by registrants to file 
annual reports. It provides a comprehensive overview of the 
registrant's business. Form 10-KSB under the Exchange Act (OMB Control 
Number 3235-0420) is used by small business registrants, as defined in 
Rule 12b-2 of the Exchange Act, to file annual reports. It provides a 
comprehensive overview of the registrant's business, although its 
requirements call for slightly less detailed information than required 
by Form 10-K. Form 10-Q under the Exchange Act (OMB Control Number 
3235-0070) is used by registrants to file quarterly reports. It 
includes unaudited financial statements and provides a continuing view 
of the registrant's financial position during the year. The report must 
be filed for each of first three fiscal year quarters of the 
registrant's fiscal year. Form 10-QSB under the Exchange Act (OMB 
Control Number 3235-0416) is used by small business registrants, as 
defined in Rule 12b-2 of the Exchange Act, to file quarterly reports. 
It includes unaudited financial statements and provides a periodic view 
of the registrant's financial position during the year. The report must 
be filed for each of the first three fiscal quarters of the 
registrant's fiscal year. It provides a comprehensive overview of the 
registrant's business, although its requirements call for slightly less 
detailed information than required by Form 10-Q.
    Form N-SAR (OMB Control No. 3235-0330) is used by registered 
investment companies for annual and semi-annual reports required to be 
filed with the Commission.
    Form U-1 (OMB Control No. 3235-0125) must be used by any person 
filing or amending an application or declaration under sections 6(b), 
7, 9(c)(3), 10, 12(b), (c), (d) or (f) of the Public Utility Act. This 
form must also be used for filings under other sections of the Public 
Utility Act for which a form is not prescribed. Form U5S (OMB Control 
No. 3235-0164) requires registered holding companies to file annual and 
other periodic and special reports as the Commission may prescribe to 
keep current information relevant to compliance with substantive 
provisions of the Public Utility Act. Form U-13-60 (OMB Control No. 
3235-0153) implements section 13 of the Public Utility Act by requiring 
standardized accounting and recordkeeping for mutual and subsidiary 
service companies of registered holding companies and the filing of 
annual reports on Form U-13-60. Form U-3A-2 (OMB Control Number 3235-
0161) permits a public utility holding company to claim exemption from 
the Public Utility Act by filing an annual statement.
    We anticipate that the proposal to eliminate the requirement that 
filers submit FDSs as exhibits for certain forms referenced under Item 
601(b) of Regulations S-K and S-B would reduce the existing information 
collection requirements that are currently imposed on registrants 
(respondents).\91\ We estimate that approximately 3,617 Form S-1s are 
filed each year. We estimate that the elimination of FDSs would 
decrease the filing burden for each respondent by 1 hour for an average 
burden of 432 hours per filing. We anticipate that the total estimated 
aggregate annual burden for 3,617 respondents would be 1,562,544 hours 
(432  x  3,617).
---------------------------------------------------------------------------

    \91\ Regulations S-K and S-B do not impose reporting burdens 
directly on public companies.
---------------------------------------------------------------------------

    We estimate that approximately 8,709 Form S-4s are filed each year. 
We estimate that the elimination of FDSs would decrease the filing 
burden for each respondent by 1 hour for an average burden of 990 hours 
per filing. We anticipate that the total estimated aggregate annual 
burden for 8,709

[[Page 11518]]

respondents would be 8,621,910 hours (990  x  8,709).
    We estimate that approximately 107 Form S-11s are filed each year. 
We estimate that the elimination of FDSs would decrease the filing 
burden for each respondent by 1 hour for an average burden of 473 hours 
per filing. We estimate that the total estimated aggregate annual 
burden for 107 respondents would be 50,611 hours (473  x  107).
    We estimate that approximately 8 Form SB-1s are filed each year. We 
estimate that the elimination of FDSs would decrease the filing burden 
for each respondent by 1 hour for an average burden of 177 hours per 
filing. We anticipate that the total estimated aggregate annual burden 
for 8 respondents would be 1,416 hours (177  x  8).
    We estimate that approximately 559 Form SB-2s are filed each year. 
We estimate that the elimination of FDSs would decrease the filing 
burden for each respondent by 1 hour for an average burden of 137 hours 
per filing. We anticipate that the total estimated aggregate annual 
burden for 559 respondents would be 76,583 hours (137  x  559).
    We estimate that approximately 162 Form 10-SBs are filed each year. 
We estimate that the elimination of FDSs would decrease the filing 
burden for each respondent by 1 hour for an average burden of 22 hours 
per filing. We anticipate that the total estimated aggregate annual 
burden for 162 respondents would be 3,564 hours (22  x  162).
    We estimate that approximately 10,671 Form 10-QSBs are filed each 
year. This number reflects the fact that a Form 10-QSB is required to 
be filed three times a year. We estimate that the elimination of FDSs 
would decrease the filing burden for each respondent by 1 hour for an 
average burden of 32 hours per filing. We anticipate that the total 
estimated aggregate annual burden for 3,557 respondents would be 
341,472 hours (3  x  32  x  3,557).
    We estimate that approximately 3,641 Form 10-KSBs are filed each 
year. We estimate that the elimination of FDSs would decrease the 
filing burden for each respondent by 1 hour for an average burden of 
294 hours per filing. We anticipate that the total estimated aggregate 
annual burden for 3,641 respondents would be 1,070,454 hours (294  x  
3,641).
    We estimate that approximately 124 Form 10s are filed each year. We 
estimate that the elimination of FDSs would decrease the filing burden 
for each respondent by 1 hour for an average burden of 23 hours per 
filing. We anticipate that the total estimated aggregate annual burden 
for 124 respondents would be 2,852 hours (23  x  124).
    We estimate that approximately 29,551 Form 10-Qs are filed each 
year. This number reflects the fact that Form 10-Q is required to be 
filed three times a year. We estimate that the elimination of FDSs 
would decrease the filing burden for each respondent by 1 hour for an 
average burden of 34 hours per filing. We anticipate that the total 
estimated aggregate annual burden for 9,850 respondents would be 
1,004,700 hours (3  x  34  x  9,850).
    We estimate that approximately 10,381 Form 10-Ks are filed each 
year. We estimate that the elimination of FDSs would decrease the 
filing burden for each respondent by 1 hour for an average burden of 
430 hours per filing. We anticipate that the total estimated aggregate 
annual burden for 10,381 respondents would be 4,463,830 hours (10,381 
x  430).
    The proposal to eliminate FDSs within Investment Company Act Form 
N-SAR would reduce the total information collection burden imposed upon 
affected respondents. We estimate that approximately 7,333 Form N-SARs 
are filed each year. This number reflects the fact that each of 
approximately 3,300 management investment companies file the form twice 
a year. This number also includes the 733 unit investment trusts who 
file the form once a year, with a burden of 6 hours per filing, but who 
do not file FDSs with the form. We estimate that the elimination of 
FDSs would decrease the filing burden for each management investment 
company respondent by 1 hour for an average burden of 14.75 hours per 
filing. We anticipate that the total estimated aggregate annual burden 
for 4,033 respondents would be 101,748 hours ((2  x  3,300  x  14.75) + 
(733  x  6)).
    The proposal to eliminate FDSs within Public Utility Act forms 
would reduce the total information burden imposed upon affected 
respondents. We estimate that approximately 121 Form U-1s are filed 
each year. We estimate that the elimination of FDSs would decrease the 
filing burden for each respondent by 1 hour for an average burden of 
224 hours per filing. We anticipate that the total estimated aggregate 
annual burden for 15 respondents making a total of 121 submissions per 
year would be 27,104 hours (121  x  224).
    We estimate that approximately 19 Form U5Ss are filed each year. We 
estimate that the elimination of FDSs would decrease the filing burden 
for each respondent by 1 hour for an average burden of 13.5 hours per 
filing. We anticipate that the total estimated aggregate annual burden 
for 19 respondents would be 256.5 hours (19  x  13.5).
    We estimate that approximately 91 Form U-3A-2s are filed each year. 
We estimate that the elimination of FDSs would decrease the filing 
burden for each respondent by 1 hour for an average burden of 2.5 hours 
per filing. We anticipate that the total estimated aggregate annual 
burden for 91 respondents would be 227.5 hours (91  x  2.5).
    We estimate that approximately 40 Form U-13-60s are filed each 
year. We estimate that the elimination of FDSs would decrease the 
filing burden for each respondent by 1 hour for an average burden of 
13.5 hours per filing. We anticipate that the total estimated aggregate 
annual burden for 40 respondents would be 540 hours (40  x  13.5).
    The above forms do not impose a retention period for any 
recordkeeping requirements. Compliance with the above forms is 
mandatory. Responses to the disclosure requirements of the above forms 
are not kept confidential unless granted confidential treatment.
    We solicit comment to: (i) Evaluate whether the proposed change in 
the collections of information is necessary for the proper performance 
of the functions of the Commission, including whether the information 
shall have practical utility; (ii) evaluate the accuracy of our 
estimate of the burden of the proposed changes to the collections of 
information; (iii) enhance the quality, utility and clarity of the 
information to be collected; and (iv) minimize the burden of the 
collections of information on those who are to respond, including 
through the use of automated collection techniques or other forms of 
information technology.
    If you would like to submit comments on the collection of 
information requirements, then you should direct them to the Office of 
Management and Budget, Attention: Desk Officer for the Securities and 
Exchange Commission, Office of Information and Regulatory Affairs, 
Washington, DC 20503, and should also send a copy of their comments to 
Jonathan G. Katz, Secretary, Securities and Exchange Commission, 450 
Fifth Street, NW, Washington, DC 20549, with reference to File No. S7-
05-00. Requests for materials submitted to OMB by the Commission with 
regard to these collections of information should be in writing, refer 
to File No. S7-05-00, and be submitted to the Securities and

[[Page 11519]]

Exchange Commission, Records Management, Office of Filings and 
Information Services. OMB is required to make a decision concerning the 
collection of information between 30 and 60 days after publication of 
this release. Consequently, a comment to OMB is best assured of having 
its full effect if OMB receives it within 30 days of publication.

VIII. Statutory Basis

    We propose the rule amendments outlined above under sections 6, 7, 
8, 10 and 19(a) of the Securities Act, sections 3, 12, 13, 14, 15(d), 
23(a) and 35A of the Exchange Act, sections 3, 5, 6, 7, 10, 12, 13, 14, 
17 and 20 of the Public Utility Act, Section 319 of the Trust Indenture 
Act, and sections 8, 30, 31 and 38 of the Investment Company Act.

List of Subjects

17 CFR Part 228

    Reporting and recordkeeping requirements, Securities, Small 
businesses.

17 CFR Parts 229 and 239

    Reporting and recordkeeping requirements, Securities.

17 CFR Part 230

    Advertising, Confidential business information, Investment 
companies, Reporting and recordkeeping requirements, Securities.

17 CFR Part 232

    Administrative practice and procedure, Confidential business 
information, Reporting and recordkeeping requirements, Securities.

17 CFR Part 240

    Brokers, Confidential business information, Fraud, Reporting and 
recordkeeping requirements, Securities.

17 CFR Part 249

    Brokers, Reporting and recordkeeping requirements, Securities.

17 CFR Part 250

    Confidential business information, Electric utilities, Holding 
companies, Natural gas, Reporting and recordkeeping requirements, 
Securities.

17 CFR Part 259

    Electric utilities, Holding companies, Natural gas, Reporting and 
recordkeeping requirements, Securities.

17 CFR Parts 260 and 269

    Reporting and recordkeeping requirements, Securities, Trusts and 
trustees.

17 CFR Part 270

    Confidential business information, Fraud, Investment companies, 
Life insurance, Reporting and recordkeeping requirements, Securities.

17 CFR Part 274

    Electronic funds transfers, Investment companies, Reporting and 
recordkeeping requirements, Securities.

Text of the Proposed Amendments

    In accordance with the foregoing, Title 17, Chapter II, of the Code 
of Federal Regulations is proposed to be amended as follows:

PART 228--INTEGRATED DISCLOSURE SYSTEM FOR SMALL BUSINESS ISSUERS

    1. The authority citation for part 228 continues to read as 
follows:

    Authority: 15 U.S.C. 77e, 77f, 77g, 77h, 77j, 77k, 77s, 77z-2, 
77aa(25), 77aa(26), 77ddd, 77eee, 77ggg, 77hhh, 77jjj, 77nnn, 77sss, 
78l, 78m, 78n, 78o, 78u-5, 78w, 78ll, 80a-8, 80a-29, 80a-30, 80a-37, 
80b-11, unless otherwise noted.


Sec. 228.601  [Amended]

    2. By amending Sec. 228.601, by removing exhibits (27) and (28), 
and by reserving exhibits (27) through (98), and removing footnote * * 
* in the exhibit table in paragraph (a), by removing paragraph (b)(27) 
and reserving paragraphs (b)(27) through (b)(98), and by removing 
paragraph (c) and Appendices A through F.

PART 229--STANDARD INSTRUCTIONS FOR FILING FORMS UNDER SECURITIES 
ACT OF 1933, SECURITIES EXCHANGE ACT OF 1934 AND ENERGY POLICY AND 
CONSERVATION ACT OF 1975--REGULATION S-K

    3. The authority citation for part 229 continues to read in part as 
follows:

    Authority: 15 U.S.C. 77e, 77f, 77g, 77h, 77j, 77k, 77s, 77z-2, 
77aa(25), 77aa(26), 77ddd, 77eee, 77ggg, 77hhh, 77iii, 77jjj, 77nnn, 
77sss, 78c, 78i, 78j, 78l, 78m, 78n, 78o, 78u-5, 78w, 78ll(d), 79e, 
79n, 79t, 80a-8, 80a-29, 80a-30, 80a-37, 80b-11, unless otherwise 
noted.
* * * * *


Sec. 229.601  [Amended]

    4. By amending Sec. 229.601, by removing exhibits (27) and (28), by 
reserving exhibits (27) through (98), and removing footnote 5 in the 
exhibit table in paragraph (a), by removing paragraph (b)(27) and 
reserving paragraphs (b)(27) through (b)(98), and by removing paragraph 
(c) and Appendices A through F.

PART 230--GENERAL RULES AND REGULATIONS, SECURITIES ACT OF 1933

    5. The authority citation for part 230 continues to read in part as 
follows:

    Authority: 15 U.S.C. 77b, 77f, 77g, 77h, 77j, 77r, 77s, 77sss, 
77z-3, 78c, 78d, 78l, 78m, 78n, 78o, 78w, 78ll(d), 79t, 80a-8, 80a-
24, 80a-28, 80a-29, 80a-30, and 80a-37, unless otherwise noted.
* * * * *
    6. By amending Sec. 230.110 by revising paragraph (b) to read as 
follows:


Sec. 230.110  Business hours of the Commission.

* * * * *
    (b) Submissions made in paper or on magnetic cartridge. Paper 
documents filed with or otherwise furnished to the Commission, as well 
as electronic filings and submissions on magnetic cartridge under cover 
of Form ET (Secs. 239.62, 249.445, 259.601, 269.6 and 274.401 of this 
chapter), may be submitted to the Commission each day, except 
Saturdays, Sundays and federal holidays, from 8 a.m. to 5:30 p.m., 
Eastern Standard Time or Eastern Daylight Saving Time, whichever is 
currently in effect.
* * * * *
    7. By amending Sec. 230.483 by removing paragraph (e) including the 
contents of the financial data schedule set forth in paragraph (e)(4) 
and by revising the section heading to read as follows:


Sec. 230.483  Exhibits for certain registration statements.

* * * * *

PART 232--REGULATION S-T--GENERAL RULES AND REGULATIONS FOR 
ELECTRONIC FILINGS

    8. 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.

    9. By amending Sec. 232.11 by removing the definition of ``Phase-in 
date'' and by revising the definition of ``Official filing'' to read as 
follows:


Sec. 232.11  Definition of terms used in part 232.

* * * * *
    Official filing. The term official filing means any filing that is 
received and accepted by the Commission, regardless of filing medium 
and exclusive of header information, tags and any other technical 
information required in an electronic filing.
* * * * *

[[Page 11520]]

    10. By amending Sec. 232.12 by revising paragraphs (b) and (c) to 
read as follows:


Sec. 232.12  Business hours of the Commission.

* * * * *
    (b) Submissions made in paper or on magnetic cartridge. Filers may 
submit paper documents filed with or otherwise furnished to the 
Commission, as well as electronic filings and submissions on magnetic 
cartridge under cover of Form ET (Secs. 239.62, 249.445, 259.601, 269.6 
and 274.401 of this chapter), to the Commission each day, except 
Saturdays, Sundays and federal holidays, from 8 a.m. to 5:30 p.m., 
Eastern Standard Time or Eastern Daylight Saving Time, whichever is 
currently in effect. Filers may file submissions on magnetic cartridge 
either at the address indicated in paragraph (a) of this section or at 
the Commission's Operations Center, 6432 General Green Way, Alexandria, 
VA 22312-2413.
    (c) Submissions by direct transmission. Electronic filings and 
other documents may be submitted by direct transmission, via dial-up 
modem or Internet, to the Commission each day, except Saturdays, 
Sundays and federal holidays, from 8 a.m. to 10 p.m., Eastern Standard 
Time or Eastern Daylight Saving Time, whichever is currently in effect.
    11. By revising Sec. 232.103 to read as follows:


Sec. 232.103  Liability for transmission errors or omissions in 
documents filed via EDGAR.

    An electronic filer shall not be subject to the liability and anti-
fraud provisions of the federal securities laws with respect to an 
error or omission in an electronic filing resulting solely from 
electronic transmission errors beyond the control of the filer, where 
the filer corrects the error or omission by the filing of an amendment 
in electronic format as soon as reasonably practicable after the 
electronic filer becomes aware of the error or omission.
    12. By amending Sec. 232.104 by revising paragraph (b) and adding 
paragraph (f) to read as follows:


Sec. 232.104  Unofficial PDF copies included in an electronic 
submission.

* * * * *
    (b) Except as provided in paragraphs (c) and (f) of this section, 
each unofficial PDF copy must be substantively equivalent to its 
associated electronic document contained in the electronic submission. 
An unofficial PDF copy may contain graphic and image material (but not 
animated graphics, or audio or video material), notwithstanding the 
fact that its HTML or ASCII document counterpart may not contain such 
material but instead may contain a fair and accurate narrative 
description or tabular representation of any omitted graphic or image 
material.
* * * * *
    (f) An unofficial PDF copy of a correspondence document contained 
in an electronic submission need not be substantively equivalent to 
that correspondence document if the unofficial PDF copy consists solely 
of a redlined copy of an official filing.
    13. By revising Sec. 232.105 to read as follows:


Sec. 232.105  Limitation on use of HTML documents and hypertext links.

    (a) Electronic filers must submit the following documents in ASCII: 
Form N-SAR (Sec. 274.101 of this chapter) and Form 13F (Sec. 249.325 of 
this chapter). Notwithstanding the provisions of this section, 
electronic filers may submit exhibits to Form N-SAR in HTML.
    (b) Electronic filers may not include in any HTML document 
hypertext links to sites, locations, or documents outside the HTML 
document, except to links to officially filed documents within the 
current submission and to documents previously filed electronically and 
located in the EDGAR database on the Commission's public web site 
(www.sec.gov). Electronic filers also may include within an HTML 
document hypertext links to different sections within that single HTML 
document.
    (c) If a filer includes an external hypertext link within a filed 
document, the information contained in the linked material will not be 
considered part of the document for determining compliance with 
reporting obligations, but the inclusion of the link will cause the 
filer to be subject to the civil liability and antifraud provisions of 
the federal securities laws with reference to the information contained 
in the linked material.
    14. By amending Sec. 232.302 by revising paragraph (a) to read as 
follows:


Sec. 232.302  Signatures.

    (a) Required signatures to or within any electronic submission must 
be in typed form rather than manual format. Signatures in an HTML 
document that are not required may, but are not required to, be 
presented in an HTML graphic or image file within the electronic 
filing, in compliance with the formatting requirements of the EDGAR 
Filer Manual. When used in connection with an electronic filing, the 
term ``signature'' means an electronic entry in the form of a magnetic 
impulse or other form of computer data compilation of any letter or 
series of letters or characters comprising a name, executed, adopted or 
authorized as a signature. Signatures are not required in unofficial 
PDF copies submitted in accordance with Sec. 232.104.
* * * * *


Sec. 232.303  [Amended]

    15. By amending Sec. 232.303 by removing paragraph (a)(4).
    16. By amending Sec. 232.304 by revising the first sentence of 
paragraph (a) and adding a note following paragraph (a), revising 
paragraph (d), and adding paragraphs (e) and (f) to read as follows:


Sec. 232.304  Graphic, image, audio and video material.

    (a) If a filer includes graphic, image, audio or video material in 
a document delivered to investors and others that is not reproduced in 
an electronic filing, the electronically filed version of that document 
must include a fair and accurate narrative description, tabular 
representation or transcript of the omitted material. * * *

    Note to paragraph (a): If the omitted graphic, image, audio or 
video material includes data, filers must include a tabular 
representation or other appropriate representation of that data in 
the electronically filed version of the document.
* * * * *
    (d) For electronically filed ASCII documents, the performance graph 
that is to appear in registrant proxy and information statements 
relating to annual meetings of security holders (or special meetings or 
written consents in lieu of such meetings) at which directors will be 
elected, as required by Item 402(l) of Regulation S-K (Sec. 229.402(l) 
of this chapter), and the line graph that is to appear in registrant 
annual reports to security holders or prospectuses, as required by 
paragraph (b) of Item 5 of Form N-1A (Sec. 274.11A of this chapter), 
must be furnished to the Commission by presenting the data in tabular 
or chart form within the electronic ASCII document, in compliance with 
paragraph (a) of this section and the formatting requirements of the 
EDGAR Filer Manual.
    (e) Notwithstanding the provisions of paragraphs (a) through (d) of 
this section, electronically filed HTML documents must present the 
following information in an HTML graphic or image file within the 
electronic submission in compliance with the formatting requirements of 
the EDGAR Filer Manual: the performance graph that is to appear in 
registrant proxy and information statements relating to annual meetings 
of security holders (or special meetings or written consents in

[[Page 11521]]

lieu of such meetings) at which directors will be elected, as required 
by Item 402(l) of Regulation S-K (Sec. 229.402(l) of this chapter); the 
line graph that is to appear in registrant annual reports to security 
holders or prospectuses, as required by paragraph (b) of Item 5 of Form 
N-1A (Sec. 274.11A of this chapter); and any other graphic material 
required by rule or form to be filed with the Commission. Filers may, 
but are not required to, submit any other graphic material in an HTML 
document by presenting the data in an HTML graphic or image file within 
the electronic filing, in compliance with the formatting requirements 
of the EDGAR Filer Manual. However, filers may not present in a graphic 
or image file information such as text or tables that users must be 
able to search and/or download into spreadsheet form (e.g., financial 
statements); filers must present such material as text in an ASCII 
document or as text or an HTML table in an HTML document.
    (f) Electronic filers may not include animated graphics in any 
EDGAR document.


Sec. 232.311  [Amended]

    17. By amending Sec. 232.311 by removing paragraph (c) and 
redesignating paragraphs (d), (e), (f), (g), (h) and (i) as paragraphs 
(c), (d), (e), (f), (g), and (h), respectively.


Secs. 232.401 and 232.402  [Removed and Reserved]

    18. By removing and reserving Secs. 232.401 and 232.402 and 
removing the undesignated center heading preceding reserved 
Sec. 232.401.
    19. By amending Sec. 232.501 by revising the introductory text to 
read as follows:


Sec. 232.501  Modular submissions and segmented filings.

    An electronic filer may use the following procedures to submit 
information to the EDGAR system for subsequent inclusion in an 
electronic filing:
* * * * *

PART 239--FORMS PRESCRIBED UNDER THE SECURITIES ACT OF 1933

    20. The authority citation for part 239 continues to read in part 
as follows:

    Authority: 15 U.S.C. 77f, 77g, 77h, 77j, 77s, 77z-2, 77sss, 78c, 
78l, 78m, 78n, 78o(d), 78u-5, 78w(a), 78ll(d), 79e, 79f, 79g, 79j, 
79l, 79m, 79n, 79q, 79t, 80a-8, 80a-24, 80a-29, 80a-30 and 80a-37, 
unless otherwise noted.
* * * * *

    Note: The text of the following forms do not and the amendments 
will not appear in the Code of Federal Regulations.

    21. By amending Form S-2 (referenced in Sec. 239.12), General 
Instruction I, as follows:
    a. in the introductory text of paragraph H, remove the colon;
    b. in paragraph H(1), remove ``(1)'' and ``; and,'' and add a 
period at the end of the sentence; and
    c. remove paragraph H.(2).
    22. By amending Form S-3 (referenced in Sec. 239.13), General 
Instruction I, as follows:
    a. in the introductory text of paragraph A.8.(1), remove the colon;
    b. in paragraph A.8.(1), remove ``(1)'' and ``; and,'' and add a 
period at the end of the sentence; and
    c. remove paragraph A.8.(2).
    23. By amending Form S-8 (referenced in Sec. 239.16b), General 
Instruction A, as follows:
    a. in the introductory text of paragraph 3, remove the colon;
    b. in paragraph 3.(1), remove ``(1)'' and ``; and,'' and add a 
period at the end of the sentence; and
    c. remove paragraph 3.(2).

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

    24. 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.
* * * * *
    25. By amending Sec. 240.0-2 by revising paragraph (b) to read as 
follows:


Sec. 240.0-2  Business hours of the Commission.

* * * * *
    (b) Submissions made in paper or on magnetic cartridge. Paper 
documents filed with or otherwise furnished to the Commission, as well 
as electronic filings and submissions on magnetic cartridge under cover 
of Form ET (Secs. 239.62, 249.445, 259.601, 269.6 and 274.401 of this 
chapter), may be submitted to the Commission each day, except 
Saturdays, Sundays and federal holidays, from 8 a.m. to 5:30 p.m., 
Eastern Standard Time or Eastern Daylight Saving Time, whichever is 
currently in effect.
* * * * *

PART 250--GENERAL RULES AND REGULATIONS, PUBLIC UTILITY HOLDING 
COMPANY ACT OF 1935

    26. The authority citation for part 250 continues to read as 
follows:

    Authority: 15 U.S.C. 79c, 79f(b), 79i(c)(3), 79t, unless 
otherwise noted.

    27. By amending Sec. 250.21 by revising paragraph (b)(1) to read as 
follows:


Sec. 250.21  Filing of documents.

* * * * *
    (b) Electronic filings. (1) All documents required to be filed with 
the Commission under the Act or the rules and regulations thereunder 
must be filed at the principal office in Washington, DC via EDGAR by 
delivery to the Commission of a magnetic cartridge or by direct 
transmission.
* * * * *

PART 259--FORMS PRESCRIBED UNDER THE PUBLIC UTILITY HOLDING COMPANY 
ACT OF 1935

    28. The authority citation for part 259 continues to read as 
follows:

    Authority: 15 U.S.C. 79e, 79f, 79g, 79j, 79l, 79m, 79n, 79q, 
79t.

    Note: The text of the following forms do not and the amendments 
will not appear in the Code of Federal Regulations.

    29. By amending Form U5S (referenced in Sec. 259.5s) by removing 
General Instruction 8, removing Exhibit G to Item 10, and redesignating 
Exhibits H and I to Item 10 as Exhibits G and H.
    30. By amending Form U-1 (referenced in Sec. 259.101) by removing 
Instruction G to Instructions as to Exhibits.
    31. By amending Form U-13-60 (referenced in Sec. 259.313) by 
removing Schedule XIX.
    32. By amending Form U-3A-2 (referenced in Sec. 259.402) by 
removing Exhibit B and by redesignating Exhibit C as Exhibit B.

PART 260--GENERAL RULES AND REGULATIONS, TRUST INDENTURE ACT OF 
1939

    33. The authority citation for part 260 continues to read as 
follows:

    Authority: 15 U.S.C. 77eee, 77ggg, 77nnn, 77sss, 78ll(d), 80b-3, 
80b-4, and 80b-11.
    34. By amending Sec. 260.0-5 by revising paragraph (b) to read as 
follows:


Sec. 260.0-5  Business hours of the Commission.

* * * * *
    (b) Submissions made in paper or on magnetic cartridge. Paper 
documents filed with or otherwise furnished to the Commission, as well 
as electronic filings and submissions on magnetic cartridge under cover 
of Form ET (Secs. 239.62, 249.445, 259.601, 269.6 and 274.401 of this 
chapter), may be submitted to the Commission each day, except 
Saturdays, Sundays and federal

[[Page 11522]]

holidays, from 8 a.m. to 5:30 p.m., Eastern Standard Time or Eastern 
Daylight Saving Time, whichever is currently in effect.
* * * * *

PART 270--RULES AND REGULATIONS, INVESTMENT COMPANY ACT OF 1940

    35. The authority citation for part 270 continues to read in part 
as follows:

    Authority: 15 U.S.C. 80a-1 et seq., 80a-34(d), 80a-37, 80a-39 
unless otherwise noted:
* * * * *


Sec. 270.8b-2  [Amended]

    36. By amending Sec. 270.8b-2 by removing the last sentence of the 
introductory text.


Sec. 270.8b-23  [Amended]

    37. By amending Sec. 270.8b-23 by removing the last sentence of 
paragraph (a).


Sec. 270.8b-32  [Amended]

    38. By amending Sec. 270.8b-32 by removing paragraph (c)(2) and by 
removing the paragraph designation (c)(1).

PART 274--FORMS PRESCRIBED UNDER THE INVESTMENT COMPANY ACT OF 1940

    39. The authority citation for part 274 continues to read as 
follows:

    Authority: 15 U.S.C. 77f, 77g, 77h, 77j, 77s, 78c(b), 78l, 78m, 
78n, 78o(d), 80a-8, 80a-24, and 80a-29, unless otherwise noted.

    40. By amending Form N-SAR (referenced in Sec. 274.101) by removing 
paragraph (1) of General Instruction F and redesignating paragraph (2) 
as General Instruction F and revising the last sentence to read as 
follows:

    Note: The text of Form N-SAR does not and the amendments will 
not appear in the Code of Federal Regulations.

OMB Approval

--Number: 3235-xxxx
--Expires: xxxxxxxxxxxxxxxx
--Estimated average burden hours per response: xxxx

United States Securities and Exchange Commission

Washington, D.C.

Instructions and Form

FORM N-SAR

Semi-Annual Report For Registered Investment Companies
* * * * *
General Instructions
* * * * *
    F. Filings on EDGAR.
    * * * Filers may not submit the form on magnetic cartridge.
* * * * *

PART 239--FORMS PRESCRIBED UNDER THE SECURITIES ACT OF 1933

PART 249--FORMS, SECURITIES EXCHANGE ACT OF 1934

PART 259--FORMS PRESCRIBED UNDER THE PUBLIC UTILITY HOLDING COMPANY 
ACT OF 1935

PART 269--FORMS PRESCRIBED UNDER THE TRUST INDENTURE ACT OF 1939

PART 274--FORMS PRESCRIBED UNDER THE INVESTMENT COMPANY ACT OF 1940

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

    Authority: 15 U.S.C. 78a, et seq., unless otherwise noted;
* * * * *
    42. The authority citation for Part 269 continues to read as 
follows:

    Authority: 15 U.S.C. 77ddd(c), 77eee, 77ggg, 77hhh, 77iii, 
77jjj, 77sss, 78ll(d), unless otherwise noted.

    43. By revising Form ET (referenced in Secs. 239.62, 249.445, 
259.601, 269.6 and 274.401 of this chapter) to read as follows:

    Note: The text of Form ET does not and the amendments will not 
appear in the Code of Federal Regulations.

OMB Approval

OMB Number: 3235-xxxx
Expires: xxxxxxxxxxxxxxxx
Estimated average burden hours per response: xxxx

United States Securities and Exchange Commission

Washington, D.C.
Form ET--Transmittal Form for Electronic Format Documents Under the 
Edgar System

PART I--SUBMISSION INFORMATION (Read the instructions before 
completing the following items.)

    1. CIK of Sender of cartridge(s) ________
    2. Name of Sender of cartridge(s) ________
    3. Number of cartridge(s) in package ________
    4. Person to contact if there are problems with the cartridge(s).
    a. Name: ________________
    b. Telephone number (including area code): ______ ________________

PART II--MAGNETIC CARTRIDGE INFORMATION

    1. Volume ID on internal label: ________
    2. Language: ____ ASCII ____ EBCDIC
    3. Density: ____1600 bpi ____ 6250 bpi

Form ET--General Instructions

    1. Rule as to Use of Form ET.
    One copy of this form must accompany all magnetic cartridge 
submissions. Address magnetic cartridges, regardless of the manner of 
delivery, to Attn: Document Control--Edgar U.S. Securities and Exchange 
Commission, 450 5th Street, NW, Washington, DC 20549-0104
    2. Preparation of Magnetic Cartridge Submissions.
    Please refer to the EDGAR Filer Manual which contains information 
and procedures for electronic filing.
    A. You may include more than one submission on a magnetic 
cartridge. However, you must place each submission in a single, 
separate file. We will assume that each file and a magnetic cartridge 
contains a separate submission and will transfer all such files to the 
EDGAR system. Therefore, you should recheck all files prior to sending 
a magnetic cartridge to us to ensure that the cartridge contains only 
those files you intend to send.
    B. If you use more than one magnetic cartridge, indicate their 
order of processing on the external label of each magnetic cartridge, 
e.g., 1 of 3; 2 of 3, etc.
    C. Please write the CIK of the Sender on the external label of each 
magnetic cartridge.
    D. To expedite the processing of magnetic cartridges, please write 
the following in large, bold letters on the envelope or carton: EDGAR 
MAGNETIC CARTRIDGE.
    3. Preparation of Form.
    A. Complete this form carefully, since we will use the data on this 
form to transfer submissions from the magnetic cartridge(s) to the 
EDGAR system.
    B. Make sure that the CIK and the Name of Sender requested in Part 
I is that of the filer or filing agent, whichever prepared and sent the 
magnetic cartridge(s) to us.
    C. Make sure that the contact person you identify in Part I is a 
person who can respond to technical questions concerning the electronic 
preparation of the magnetic cartridge(s).
    D. If you include more than one filer and/or more than one 
submission on the

[[Page 11523]]

magnetic cartridge(s), you do not need to complete a separate form for 
each filer or submission if the information contained in Parts I, II, 
and III is identical for all filers and all submissions.
    4. Signatures.
    There are no separate signature requirements for Form ET. However, 
each of the various electronic forms you wish to file on magnetic 
cartridge that accompany the Form ET contains certain signature 
requirements. These electronic forms should include typed signatures. 
See Rule 302 of Regulation S-T (Sec. 232.302 of this chapter).
    5. Application of General Rules and Regulations.
    Electronic filers are subject to Regulation S-T (Part 232 of this 
chapter) and the EDGAR Filer Manual. We direct your attention to the 
General Rules and Regulations under the Securities Act of 1933, the 
Securities Exchange Act of 1934, the Public Utility Holding Company Act 
of 1935, the Trust Indenture Act of 1939, the Investment Company Act of 
1940, and the electronic filing rules and regulations under these Acts.

    By the Commission.

    Dated: February 25, 2000.
Margaret H. McFarland,
Deputy Secretary.

    Note: Appendix A and Appendix B to the preamble will not appear 
in the Code of Federal Regulations.

Appendix A.--Acceptable Tags for HTML Documents for Edar Release 
7.0--for Use With Modernized Edgarlink

----------------------------------------------------------------------------------------------------------------
 
----------------------------------------------------------------------------------------------------------------
            Acceptable HTML 3.2 Tags--Document Header
Non-Format Tags                                                    Definition.
HTML>                                                              Identifies text as HTML document.
!--> or !DOCTYPE>                                                  Comment--does not appear in browser, only in
                                                                    HTML source !DOCTYPE> tag is used to
                                                                    identify which HTML standard is used by the
                                                                    HTML text.
                                                                   [NOTE: These tags may appear in-between the
                                                                    TEXT> and HTML> tags].
A>                                                                 Anchor/Hyperlink
                                                                   [NOTE: For the attribute HREF, external
                                                                    references are not supported; however,
                                                                    Bookmark (internal) references will be
                                                                    supported].
BODY>                                                              Signifies the body of the HTML document.
                                                                   [NOTE: the BACKGROUND parameter may include a
                                                                    reference to a JPEG (*.jpg) or GIF (*.gif)
                                                                    graphic file].
HEAD>                                                              Signifies header information for HTML
                                                                    document.
ISINDEX>                                                           Signifies document is an index for a search
                                                                    engine.
BASE>                                                              Base URL to be used by all links in the
                                                                    document.
                                                                   [NOTE: For the attribute HREF, external
                                                                    references are not supported; however,
                                                                    Bookmark (internal) references will be
                                                                    supported].
LINK>                                                              Like a hyperlink, but only contained within
                                                                    header.
                                                                   [NOTE: For the attribute HREF, external
                                                                    references are not supported; however,
                                                                    Bookmark (internal) references will be
                                                                    supported].
META>                                                              Extended information to be included in
                                                                    document header
                                                                   [NOTE: The HTTP-EQUIV attribute is not
                                                                    supported for this tag].
TITLE>                                                             Title of document. It is displayed at the top
                                                                    of the browser.
            Acceptable HTML 3.2 Tags--Within Document
 
Format  Specific Tags (change the appearance of the text only)     Definition.
<>                                                   Escape Sequences--Used to display characters
                                                                    normally reserved (such as ``'') as plain
                                                                    text in the HTML document.
A>                                                                 Anchor/Hyperlink.
                                                                   [NOTE: For the attribute HREF, external
                                                                    references are not supported, except for the
                                                                    following:
                                                                   (1) Where the reference is previously-filed
                                                                    submission that resides in the EDGAR filing
                                                                    repository on the www.sec.gov web site.
                                                                   (2) Where the reference is from a public
                                                                    document to another public document within
                                                                    the submission.
                                                                   (3) Where the reference is from a private
                                                                    document to a public document within the
                                                                    submission. Internal references (bookmarks)
                                                                    are also supported].
ADDRESS>                                                           Address--Usually italicized.
B>                                                                 Bold.
BLOCKQUOTE>                                                        Block Quote--Usually indented.
BR>                                                                Line Break.
CITE>                                                              Citation.
CODE>                                                              Code.
DIR>                                                               Directory List.
DL>                                                                Definition List--Used with DT> and DD>
DT>                                                                Definition Term.
DD>                                                                Definition.
EM>                                                                Emphasized--Like Bold.
H1>                                                                Heading 1--Largest.
H2>                                                                Heading 2.
H3>                                                                Heading 3.
H4>                                                                Heading 4.
H5>                                                                Heading 5.
H6>                                                                Heading 6--Smallest.
HR>                                                                Horizontal Rule--Displays a thin line across
                                                                    the page separating text.
I>                                                                 Italic.
IMG>                                                               Embedded graphic file, used with
                                                                    SRC=parameter; Supported formats that may be
                                                                    attached to an HTML document are JPEG
                                                                    (*.jpg) and GIF (*.gif) files.

[[Page 11524]]

 
KBD>                                                               Keyboard--Preformatted text.
LI>                                                                List Item--Used by DIR>, MENU>, OL>, and UL>.
LISTING>                                                           Listing--Same as PRE>.
MENU>                                                              Menu List.
OL>                                                                Ordered List--Includes numbers.
P>                                                                 Paragraph.
PLAINTEXT>                                                         Plain Text.
PRE>                                                               Preformatted Text.
SAMP>                                                              Sample--Uses fixed width font--Like PRE>.
STRIKE>                                                            Strikethrough.
STRONG>                                                            Strong--Similar to bold.
TT>                                                                Teletype--Uses fixed width font--Like PRE>.
U>                                                                 Underlined.
UL>                                                                Unordered List--Bullets only.
VAR>                                                               Variable--Uses fixed width font--Like PRE>.
XMP>                                                               Example--Same as PRE>.
BIG>                                                               Big Text--Increases font size.
CAPTION>                                                           Caption--Can only be used with tables.
CENTER>                                                            Centers elements between tags.
DFN>                                                               Definition--Like I>.
DIV>                                                               Division--Helps separate a document into
                                                                    parts.
FONT>                                                              Allows alteration of font contained within
                                                                    tags.
SMALL>                                                             Small Text--Decreases font size.
SUB>                                                               Subscript.
SUP>                                                               Superscript.
TABLE>                                                             Table
                                                                   [NOTE: No HTML documents with nested TABLE>
                                                                    tags are to be accepted or disseminated by
                                                                    EDGAR].
TD>                                                                Table Data or Cell.
TH>                                                                Table Header--Displayed in bold.
TR>                                                                Table Row.
 
        Acceptable Legacy SGML Tags--Within HTML Documents
 
Non-Standard Tags                                                  Definition.
PAGE>                                                              SGML tag for page markers (browsers will
                                                                    ignore this tag if present).
R>                                                                 [NOTE: The R> tag can also be represented as
                                                                    &ltR>].
/R>                                                                [Second NOTE: the R> tag will not be publicly
                                                                    disseminated; it is for SEC use only.]
SEGMENTS>
/SEGMENTS>
MODULE>
    NAME>
    CIK>
    CCC>
/MODULE>                                                           For incorporation of document text by the
                                                                    EDGAR system.
                                                                   [NOTE: These tags will not be publicly
                                                                    disseminated.]
                                                                   [Second NOTE: Module and segment references
                                                                    within HTML documents (``Type 1''
                                                                    references) are not supported.]
----------------------------------------------------------------------------------------------------------------

Appendix B--Regulatory Flexibility Act Certification

    I, Arthur Levitt, Chairman of the Securities and Exchange 
Commission, hereby certify, pursuant to 5 U.S.C. 605(b), that the 
proposed amendments to Item 601 of Regulation S-B \1\ under the 
Securities Act of 1933 (Securities Act); \2\; Item 601 of Regulation 
S-K \3\ under the Securities Act; Rules 110 and 483 \4\ under the 
Securities Act; Forms S-2, S-3, and S-8 \5\ under the Securities 
Act; Rules 11, 12, 103, 104, 105, 302, 303, 304, 311, and 501 of 
Regulation S-T; \6\ Rule 0-2 \7\ under the Exchange Act of 1934 
(Exchange Act); \8\ Rule 21 \9\ and Forms U5S, U-1, U-13-60 and U-
3A-2 \10\ under the Public Utility Holding Company Act of 1935 
(Public Utility Act); \11\ Rule 0-5 \12\ under the Trust Indenture 
Act of 1939 (Trust Indenture Act); \13\ Rules 8b-2, 8b-23, and 8b-
32, \14\ and Form N-SAR, \15\ under the Investment Company Act of 
1940 (Investment Company Act); \16\ and Form ET \17\ under the 
Securities Act, the Exchange Act, the Public Utility Act, the Trust 
Indenture Act, and the Investment Company Act; and the removal of 
Rules 401 and 402 \18\ under Regulation S-T, as set forth in Release 
Number 33-7803 (together, the Proposals), if adopted, would not have 
a significant economic impact on a substantial number of small 
entities.
---------------------------------------------------------------------------

    \1\ 17 CFR 228.601.
    \2\ 15 U.S.C. 77a et seq.
    \3\ 17 CFR 229.601.
    \4\ 17 CFR 230.110 and 230.483.
    \5\ 17 CFR 239.12, 239.13, and 239.16b.
    \6\ 17 CFR 232.11, 232.11, 232.12, 232.103, 232.104, 232.105, 
232.302, 232.303, 232.304, 232.311 and 232.501.
    \7\ 17 CFR 240.0-2.
    \8\ 15 U.S.C. 78a, et seq.
    \9\ 17 CFR 250.21.
    \10\ 17 CFR 259.5a, 259.101, 259.313 and 259.402.
    \11\ 15 U.S.C. 79a, et seq.
    \12\ 17 CFR 260.0-5.
    \13\ 15 U.S.C. 77sss, et seq.
    \14\ 17 CFR 270.8b-2, 270.8b-23 and 270.8b-32.
    \15\ 17 CFR 274.101.
    \16\ 15 U.S.C. 80a-1 et seq.
    \17\ 17 CFR 239.62, 249.445, 259.601, 269.6 and 274.401.
    \18\ 17 CFR 232.401 and 232.402.
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    The Proposals would not have a significant economic impact on a 
substantial number of small entities because they would only expand 
the features available for filers under one of their options for 
making their submissions on the Commission's Electronic Data 
Gathering, Analysis, and Retrieval (EDGAR) system, which they may 
choose to use on a voluntary basis; remove the requirement for 
submission of financial data schedule exhibits; remove diskettes 
\19\ and add Internet transmission as a means of submitting EDGAR 
filings; and make technical corrections to current rules. Therefore, 
the Proposals would not have a significant economic impact on a 
substantial number of small entities.
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    \19\ Approximately one percent of filers use this method of 
electronic transmission.


[[Page 11525]]


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    February 8, 2000.
Arthur Levitt
 
[FR Doc. 00-5045 Filed 3-2-00; 8:45 am]
BILLING CODE 8010-01-p