[Federal Register Volume 65, Number 103 (Friday, May 26, 2000)]
[Rules and Regulations]
[Pages 34079-34081]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 00-12756]


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SECURITIES AND EXCHANGE COMMISSION

17 CFR Part 232

[Release Nos. 33-7858; 34-42789; 35-27177; 39-2385; IC-24455]
RIN 3235-AG96


Adoption of Updated EDGAR Filer Manual

AGENCY: Securities and Exchange Commission.

ACTION: Final rule.

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SUMMARY: The Commission is adopting revisions to the EDGAR Filer Manual 
and is providing for their incorporation by reference into the Code of 
Federal Regulations. In conjunction with the transition to the new 
capabilities made available in EDGAR Release 7.0, we will be 
redesignating the components of the Filer Manual into three parts: 
Volume I discusses the old (Legacy) EDGAR filing system; Volume II 
discusses modernized EDGAR and all its new features; and the N-SAR 
Supplement discusses the filing of N-SAR documents. Today, we are 
adopting new provisions to the Filer Manual that describe the 
modernized EDGAR system implemented in EDGAR Release 7.0. These new 
provisions are designated as Volume II of the EDGAR Manual.

EFFECTIVE DATE: May 30, 2000. The revisions to the EDGAR Filer Manual 
(Release 7.0), contained in Volume II--Modernized EDGARLink, will be 
effective on May 30, 2000. The incorporation by reference of the EDGAR 
Filer Manual is approved by the Director of the Federal Register as of 
May 30, 2000.

FOR FURTHER INFORMATION CONTACT: In the Office of Information 
Technology, Richard Heroux at (202) 942-8800; for questions concerning 
investment company filings, Ruth Armfield Sanders, Senior Special 
Counsel, or Shaswat K. Das, Attorney, Division of Investment 
Management, at (202) 942-0978; and for questions concerning Corporation 
Finance company filings, Herbert Scholl, Office Chief, EDGAR and 
Information Analysis, Division of Corporation Finance, at (202) 942-
2930.

SUPPLEMENTARY INFORMATION: Today we are adopting a new Volume II of the 
EDGAR Filer Manual (``Filer Manual''), which describes the technical 
formatting requirements for the preparation and submission of 
electronic filings through the Electronic Data Gathering, Analysis, and 
Retrieval (EDGAR) system.\1\ Volume II describes the requirements for 
filing using the new EDGARLink.\2\
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    \1\ We originally adopted the Filer Manual on April 1, 1993, 
with an effective date of April 26, 1993. Release No. 33-6986 (Apr. 
1, 1993) (58 FR 18638). We implemented the most recent update to the 
Filer Manual on January 24, 2000. See Release No. 33-7789 (January 
20, 2000) (65 FR 3123).
    \2\ This is the Filer Assistance software we provide filers 
filing on the EDGAR system.
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    Previously, the EDGAR Manual was composed of two parts. With the 
addition of Volume II, the EDGAR Manual will consist of three parts 
because we will be maintaining two separate software applications for 
the preparation and transmission of filings until at least November 1, 
2000. We are doing this to provide filers abundant time to transition 
to the new modernized system.
    Volume II of the Manual contains all the new technical 
specifications for filers to submit filings using the new modernized 
EDGAR system available in Release 7.0. The specifications include 
features that will be available for the first time to filers using the 
new EDGARLink software, such as expanded hyperlinks, graphics, and 
filing over the Internet.
    We also plan shortly to adopt revised versions of the remaining 
parts of the Manual. These revisions will reflect the limited changes 
effected by EDGAR Release 7.0 to the Legacy EDGAR systems and Form N-
SAR filing. Until we do, the provisions of EDGAR Manual Release 6.75 
and N-SAR Supplement for Release 6.1 will continue to apply to filers 
using the Legacy EDGAR system and to filers filing Form N-SAR.
    Filers must comply with the applicable provisions of the Filer 
Manual in order to assure the timely acceptance and processing of 
filings made in electronic format.\3\ Filers should consult the Filer 
Manual in conjunction with our rules governing mandated electronic 
filing when preparing documents for electronic submission.\4\
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    \3\ See Rule 301 Regulation S-T (17 CFR 232.301).
    \4\ See Release Nos. 33-6977 (Feb. 23, 1993) (58 FR 14628), IC-
19284 (Feb. 23, 1993) (58 FR 14848), and 35-25746 (Feb. 23, 1993) 
(58 FR 14999), and 33-6980 (Feb. 23, 1993) (58 FR 15009) in which we 
comprehensively discuss the rules we adopted to govern mandated 
electronic filing. See also Release No. 33-7122 (Dec. 19, 1994) (59 
FR 67752), in which we made the EDGAR rules final and applicable to 
all domestic registrants; Release No. 33-7427 (July 1, 1997) (62 FR 
36450), in which we adopted minor amendments to the EDGAR rules; 
Release No. 33-7472 (Oct. 24, 1997) (62 FR 58647), in which we 
announced that, as of January 1, 1998, we would not accept in paper 
filings that we require filers to submit electronically; Release No. 
34-40935 (Jan. 12, 1999) (64 FR 2843) in which we made mandatory the 
electronic filing of Form 13F; Release No. 33-7684 (May 17, 1999) 
(64 FR 27888), in which we adopted amendments to implement the first 
stage of EDGAR modernization; and Release No. 33-7855 (April 24, 
2000) (65 FR 23937), in which we implemented EDGAR Release 7.0.

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[[Page 34080]]

    The purpose of EDGAR Release 7.0 is to implement the next stage of 
modernization that filers may begin using on May 30, 2000. The 
modernized version of EDGAR includes a number of changes: An easier to 
use EDGARLink for creating and submitting filings to the EDGAR system; 
graphics and image files in HTML filings; expanded use of hyperlinks in 
HTML filings; the addition of the Internet as a means of transmission; 
an update to use of magnetic tape cartridges and the removal of 9 track 
tapes when support of the Legacy EDGAR system ends; and the elimination 
of diskette filing in July 2000. The new EDGARLink will be available 
for download from the EDGAR Filing website; it will not be distributed 
by diskette.
    Legacy EDGARLink is a DOS-based system. We believe the modernized 
EDGARLink will be easier to use under a Windows operating system, the 
system most filers use. The new EDGARLink will enable filers to 
transmit their filings to EDGAR using the Internet. As with the current 
EDGARLink, the new EDGARLink also assists filers with building the 
header, attaching documents to the header, checking for errors and 
transmitting documents to us. The new EDGARLink does not use the 
current tagging; instead, predefined templates are available for 
download through our EDGAR Filing web site. The new EDGARLink checks 
for errors so that filers can make corrections and increase the chance 
of acceptance by the system.
    Filers must use the new EDGARLink if they wish to include graphics 
and expanded hyperlinks in their HTML documents. Filers using the old 
version of EDGARLink will not be able to take advantage of EDGAR's new 
features. Also, as of May 30th, filers using the Legacy EDGAR software 
system will be able to update company information, change their 
passwords or change their CIK confirmation codes only by submitting an 
amended Form ID.
    Finally, we are amending Rule 301 of Regulation S-T to provide for 
the incorporation by reference into the Code of Federal Regulations the 
revisions to the Filer Manual reflected in Volume II. This 
incorporation by reference was approved by the Director of the Federal 
Register in accordance with 5 U.S.C. 552(a) and 1 CFR part 51. The 
revised Filer Manual and the amendments to Rule 301 will be effective 
on May 30, 2000.
    You may obtain paper copies of the updated Filer Manual at the 
following address: Public Reference Room, U.S. Securities and Exchange 
Commission, 450 Fifth Street, NW., Washington DC. 20549-0102. We will 
post electronic format copies on the SEC's Web Site. The SEC's Web Site 
address for the Filer Manual is http://www.sec.gov/asec/ofis/filerman.htm. You may also obtain copies from Disclosure Incorporated, 
the paper and microfiche contractor for the Commission, at (800) 638-
8241.
    Since the Filer Manual relates solely to agency procedures or 
practice, publication for notice and comment is not required under the 
Administrative Procedure Act (APA).\5\ It follows that the requirements 
of the Regulatory Flexibility Act \6\ do not apply.
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    \5\ 5 U.S.C. 553(b).
    \6\ 5 U.S.C. 601-612.
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    The effective date for the updated Filer Manual and the rule 
amendments is May 30, 2000. In accordance with the APA,\7\ we find that 
there is good cause to establish an effective date less than 30 days 
after publication of these rules. The EDGAR system is scheduled to be 
upgraded to Release 7.0 on May 30, 2000. The Commission believes that 
it is necessary to coordinate the effectiveness of the updated Filer 
Manual with the scheduled system upgrade in order to minimize confusion 
to EDGAR filers.
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    \7\ 5 U.S.C. 553(d)(3).
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Statutory Basis

    We are adopting the amendments to Regulation S-T under sections 6, 
7, 8, 10, and 19(a) of the Securities Act,\8\ Sections 3, 12, 13, 14, 
15, 23, and 35A of the Securities Exchange Act of 1934,\9\ Section 20 
of the Public Utility Holding Company Act of 1935,\10\ Section 319 of 
the Trust Indenture Act of 1939,\11\ and Sections 8, 30, 31, and 38 of 
the Investment Company Act.\12\
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    \8\ 15 U.S.C. 77f, 77g, 77h, 77j and 77s(a).
    \9\ 15 U.S.C. 78c, 78l, 78m, 78n, 78o, 78w and 78ll.
    \10\ 15 U.S.C. 79t.
    \11\ 15 U.S.C. 77sss.
    \12\ 15 U.S.C. 80a-8, 80a-29, 80a-30 and 80a-37.
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List of Subjects in 17 CFR Part 232

    Incorporation by reference, Reporting and recordkeeping 
requirements, Securities.

Text of the Amendment

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

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

    1. The authority citation for part 232 continues to read as 
follows:

    Authority: 15 U.S.C. 77f, 77g, 77h, 77j, 77s(a), 77sss(a), 
78c(b), 78l, 78m, 78n, 78o(d), 78w(a), 78ll(d), 79t(a), 80a-8, 80a-
29, 80a-30 and 80a-37.


    2. Section 232.301 is revised to read as follows:


Sec. 232.301  EDGAR Filer Manual.

    Filers must prepare electronic filings in the manner prescribed by 
the EDGAR Filer Manual, promulgated by the Commission, which sets out 
the technical formatting requirements for electronic submissions. For 
the period during which Legacy EDGAR will be available, prior to the 
complete transition to the use of Modernized EDGAR, the EDGAR Filer 
Manual will consist of three parts. For filers using modernized 
EDGARLink, the requirements are set forth in EDGAR Filer Manual: Guide 
for Electronic Filing with the U.S. Securities and Exchange Commission 
(Release 7.0), Volume II--Modernized EDGARLink. For filers using Legacy 
EDGAR, the applicable provisions are set forth in EDGAR Filer Manual, 
Release 6.75. All of these provisions have been incorporated by 
reference into the Code of Federal Regulations, which action was 
approved by the Director of the Federal Register in accordance with 5 
U.S.C. 552(a) and 1 CFR Part 51. Additional provisions applicable to 
Form N-SAR filers are set forth in EDGAR Filer Manual: N-SAR 
Supplement, EDGAR Release 6.1.
    You must comply with these requirements in order for documents to 
be timely received and accepted. You can obtain paper copies of the 
EDGAR Filer Manual from the following address: Public Reference Room, 
U.S. Securities and Exchange Commission, 450 5th Street, NW., 
Washington, DC. 20549-0102 or by calling Disclosure Incorporated at 
(800) 638-8241. Electronic format copies are available on the SEC's Web 
Site. The SEC's Web Site address for the Manual is http://www.sec.gov/asec/ofis/filerman.htm. Information on becoming an EDGAR e-mail/
electronic bulletin board subscriber is available by contacting TRW/
UUNET at (703) 345-8900 or at www.trw-edgar.com.


[[Page 34081]]


    Dated: May 16, 2000.
Margaret H. McFarland,
Deputy Secretary.
[FR Doc. 00-12756 Filed 5-25-00; 8:45 am]
BILLING CODE 8010-01-P