[Federal Register Volume 68, Number 88 (Wednesday, May 7, 2003)]
[Rules and Regulations]
[Pages 24345-24347]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 03-11208]


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SECURITIES AND EXCHANGE COMMISSION

17 CFR Part 232

[Release Nos. 33-8224; 34-47766; 35-27672; 39-2407; IC-26032]
RIN 3235-AG96


Adoption of Updated EDGAR Filer Manual

AGENCY: Securities and Exchange Commission.

ACTION: Final rule.

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SUMMARY: The Securities and Exchange Commission (the Commission) is 
adopting revisions to the EDGAR Filer Manual to reflect updates to the 
EDGAR system based upon recent rulemaking activity related to mandating 
the electronic filing, and Web site posting by issuers with corporate 
Web sites, of beneficial ownership reports filed by officers, directors 
and principal security holders under section 16(a) of the Securities 
Exchange Act of 1934, generally as required by section 403 of the 
Sarbanes-Oxley Act of 2002, as well as the fact that EDGAR will no 
longer accept magnetic tape cartridges as a filing medium. The new 
release will include a new Online Forms Internet Web site (https://www.onlineforms.edgarfiling.sec.gov) that will allow for the online 
creation and submission of ownership reports Forms 3, 4 and 5; their 
amendments, Forms 3/A, 4/A and 5/A; and, a minor update to EDGARLink 
submission template 2 to disallow the filing of the ownership forms due 
to the online capability. The revisions to the Filer Manual reflect 
these changes, most significantly, within the addition of a third 
Volume entitled ``EDGAR Release 8.5 OnlineForms Filer Manual Volume 
III.'' Volumes I and II of the Filer Manual, EDGARLink and the N-SAR 
Supplement respectively, have been modified, mainly, to reference the 
new Online Forms Web site and the removal of magnetic tape cartridges 
as a filing medium. Support for filing via magnetic tape cartridges is 
being removed due to lack of use by filers. This feature was last used 
officially by a filer, for a live filing, in 2001, and only by a few 
filers that whole year. The updated manual will be incorporated by 
reference into the Code of Federal Regulations.

EFFECTIVE DATE: May 7, 2003. The incorporation by reference of the 
EDGAR Filer Manual is approved by the Director of the Federal Register 
as of May 7, 2003.

FOR FURTHER INFORMATION CONTACT: In the Office of Information 
Technology, Rick Heroux at (202) 942-8800; for questions concerning 
Investment Management company filings, Ruth Armfield Sanders, Senior 
Special Counsel, or Shaswat K. Das, Senior Counsel, 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) 942-2940.

SUPPLEMENTARY INFORMATION: Today we are adopting an updated EDGAR Filer 
Manual (Filer Manual). The Filer Manual describes the technical 
formatting requirements for the preparation and submission of 
electronic filings through the Electronic Data Gathering, Analysis, and 
Retrieval (EDGAR) system.\1\ It also describes the requirements for 
filing using modernized 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 September 17, 2001. See Release No. 33-8007 
(September 24, 2001) [66 FR 49829].
    \2\ This is the filer assistance software we provide filers 
filing on the EDGAR system.
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    The Filer Manual contains all the technical specifications for 
filers to submit filings using the EDGAR system. 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

[[Page 24346]]

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 of 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], 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. 
34-40934 (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; Release No. 33-7855 (April 24, 
2000) [65 FR 24788], in which we implemented EDGAR Release 7.0; 
Release No. 33-7999 (August 7, 2001) [66 FR 42941], in which we 
implemented EDGAR Release 7.5; Release No. 33-8007 (September 24, 
2001) [66 FR 42829], in which we implemented EDGAR Release 8.0.
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    Based upon recent rulemaking activity related to mandating the 
electronic filing, and Web site posting by issuers with corporate Web 
sites, of beneficial ownership reports filed by officers, directors and 
principal security holders under section 16(a) of the Securities 
Exchange Act of 1934, generally as required by section 403 of the 
Sarbanes-Oxley Act of 2002, EDGAR Release 8.5 will be implemented on 
May 5, 2003. This release includes a new Online Forms Internet Web site 
(https://www.onlineforms.edgarfiling.sec.gov) that will support the 
online creation and submission of ownership reports Forms 3, 4 and 5; 
their amendments, Forms 3/A, 4/A and 5/A; and, a minor update to 
EDGARLink submission template 2 to disallow the filing of the ownership 
forms due to the online capability. The release also includes a patch 
to the EDGARLink software, which provides improved precision of the fee 
and interest calculations. The patch is only necessary for those filers 
that will assemble fee-bearing filings. EDGAR 8.5 supports backward 
compatibility with the current version of the EDGARLink templates. 
Notice of the update has previously been provided on the EDGAR filing 
Web site and on the Commission's public Web site. The discrete updates 
are reflected on the filing Web site and in the updated Filer Manual 
Volumes.
    The new Web site has been designed to make it easier for 
individuals to satisfy the electronic filing obligations that will 
apply to them when electronic submission of these Forms is mandated 
later this year. Another benefit of the new release is that, in 
addition to the ownership reports Forms 3, 3/A, 4, 4/A, 5 and 5/A, the 
new EDGAR Online Forms Web site can be used for the online filing of 
other forms, that may be included in future SEC rulemaking activity, 
when they become technically available.
    Along with adoption of the Filer Manual, we are amending Rule 301 
of Regulation S-T to provide for the incorporation by reference into 
the Code of Federal Regulations of today's revisions. 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.
    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 Commission's Web site; the address 
for the Filer Manual is <http://www.sec.gov/info/edgar.shtml. You may also obtain copies from Thomson 
Financial Inc, 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 7, 2003. 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 upgrade to Release 
8.5 is scheduled to occur on May 3, 2003, becoming available on May 5, 
2003. The Commission believes that it is necessary to coordinate the 
effectiveness of the updated Filer Manual with the scheduled system 
upgrade.
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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 of 1940.\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

0
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

0
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.


0
2. Section 232.301 is revised to read as follows:


Sec.  232.301  EDGAR Filer Manual.

    Filers must prepare electronic filings in the manner prescribed by 
the EDGAR Filer Manual, promulgated by the Commission, which sets out 
the technical formatting requirements for electronic submissions. The 
requirements for filers using modernized EDGARLink are set forth in the 
EDGAR Release 8.5 EDGARLink Filer Manual Volume I, dated April 2003. 
Additional provisions applicable to Form N-SAR filers and Online Forms 
filers are set forth in the EDGAR Release 8.5 Filer Manual Volume II N-
SAR Supplement, dated April 2003, and EDGAR Release 8.5 Online Forms 
Filer Manual Volume III, dated April 2003. 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. You must comply with 
these requirements in order for documents to be timely received and 
accepted. You can obtain paper copies of the EDGAR Filer Manual from 
the following address: Public Reference Room, U.S. Securities and 
Exchange Commission, 450 Fifth Street, NW., Washington, DC 20549-0102 
or by calling Thomson Financial Inc at (800) 638-8241. Electronic 
format copies are available on the Commission's Web site. The address 
for the Filer Manual is <http://www.sec.gov/info/edgar.shtml. You can also photocopy the document at the

[[Page 24347]]

Office of the Federal Register, 800 North Capitol Street, NW., Suite 
700, Washington, DC.

    By the Commission.

    Dated: April 30, 2003.
Margaret H. McFarland,
Deputy Secretary.
[FR Doc. 03-11208 Filed 5-6-03; 8:45 am]
BILLING CODE 8010-01-P