[Federal Register Volume 68, Number 92 (Tuesday, May 13, 2003)]
[Rules and Regulations]
[Pages 25788-25803]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 03-11824]



[[Page 25787]]

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Part IV





Securities and Exchange Commission





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17 CFR Parts 230, 232, 239, et al.



Mandated Electronic Filing and Web Site Posting for Forms 3, 4 and 5; 
Final Rule

  Federal Register / Vol. 68, No. 92 / Tuesday, May 13, 2003 / Rules 
and Regulations  

[[Page 25788]]


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SECURITIES AND EXCHANGE COMMISSION

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

[Release Nos. 33-8230, 34-47809, 35-27674, IC-26044; File No. S7-52-02]
RIN 3235-AI26


Mandated Electronic Filing and Web Site Posting for Forms 3, 4 
and 5

AGENCY: Securities and Exchange Commission.

ACTION: Final rule.

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SUMMARY: We are adopting rule and form amendments to mandate 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. We have implemented changes to the EDGAR 
system in order to facilitate electronic filing. In addition, we are 
adopting rule changes to eliminate magnetic cartridges as a means of 
electronic filing. The rule and form amendments generally are adopted 
as proposed. However, we adopt additional rule amendments that permit 
section 16 forms submitted by direct transmission on or before 10 p.m. 
Eastern time to be deemed filed on the same business day and make a 
temporary hardship exemption unavailable to these forms. The intended 
general effect of the proposals is to facilitate compliance with the 
will of Congress, as reflected in amended section 16(a), and to 
facilitate the more efficient transmission, dissemination, analysis, 
storage and retrieval of insider ownership and transaction information 
in a manner that will benefit investors, filers and the Commission.

DATES: Effective Date: June 30, 2003.
    Compliance Dates: Reporting persons must comply with the electronic 
filing requirements for beneficial ownership reports filed on or after 
June 30, 2003. Issuers must comply with the Web site posting 
requirements as to beneficial ownership reports filed on or after June 
30, 2003. Magnetic cartridges may not be used as a means of electronic 
filing after June 27, 2003.

FOR FURTHER INFORMATION CONTACT: For assistance with questions about 
the rule and form amendments in general, contact Mark W. Green, Senior 
Special Counsel (Regulatory Policy), at (202) 942-1940, or Anne M. 
Krauskopf, Special Counsel, at (202) 942-2900, Division of Corporation 
Finance, U.S. Securities and Exchange Commission, 450 Fifth Street, 
NW., Washington, DC 20459-0301. For assistance with technical questions 
about EDGAR or to request access codes, call the EDGAR Filer Support 
Office at (202) 942-8900.

SUPPLEMENTARY INFORMATION: We are adopting \1\ amendments that will 
revise Rules 13,\2\ 101,\3\ 104\4\ and 201\5\ under Regulation S-T \6\ 
and Rule 16a-3(h) \7\ and Forms 3, 4 and 5 \8\ under the Securities 
Exchange Act of 1934 (``Exchange Act'').\9\ We also are adopting an 
amendment that will add new Rule 16a-3(k) under the Exchange Act. 
Finally, we are adopting amendments that will rescind Form ET \10\ and 
revise Rule 12 of Regulation S-T,\11\ Rule 110 \12\ under the 
Securities Act of 1933 (``Securities Act''),\13\ the description of 
Form 144 contained in the Code of Federal Regulations,\14\ Rule 0-2 
\15\ under the Exchange Act, Rule 21 \16\ under the Public Utility 
Holding Company Act of 1935 (``Public Utility Act''),\17\ and Rule 0-5 
\18\ under the Trust Indenture Act of 1939 (``Trust Indenture 
Act'').\19\
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    \1\ The amendments were proposed in Release No. 33-8170 (Dec. 
27, 2002) [67 FR 79466] (``Proposing Release'').
    \2\ 17 CFR 232.13.
    \3\ 17 CFR 232.101.
    \4\ 17 CFR 232.104.
    \5\ 17 CFR 232.201.
    \6\ 17 CFR 232.10 et seq.
    \7\ 17 CFR 240.16a-3(h).
    \8\ 17 CFR 249.103, 249.104 and 249.105. Forms 3 and 4 also are 
authorized under the Investment Company Act of 1940 (``Investment 
Company Act'') [15 U.S.C. 80a-1 et seq.] under 17 CFR 274.202 and 
274.203.
    \9\ 15 U.S.C. 78 et seq.
    \10\ 17 CFR 239.62, 249.445, 259.601, 269.6 and 274.401.
    \11\ 17 CFR 232.12.
    \12\ 17 CFR 230.110.
    \13\ 15 U.S.C. 77a et seq.
    \14\ 17 CFR 239.144.
    \15\ 17 CFR 240.0-2.
    \16\ 17 CFR 250.21.
    \17\ 15 U.S.C. 79a et seq.
    \18\ 17 CFR 260.0-5.
    \19\ 15 U.S.C. 77aaa et seq.
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I. Background

    Section 16 \20\ applies to every person who is the beneficial owner 
of more than 10% of any class of equity security registered under 
section 12 of the Exchange Act \21\ and each officer and director 
(collectively, ``reporting persons'' or ``insiders'') of the issuer of 
the security. Upon becoming a reporting person, or upon the section 12 
registration of that class of securities, section 16(a) \22\ requires a 
reporting person to file an initial report \23\ with the Commission 
disclosing the amount of his or her beneficial ownership of all equity 
securities of the issuer.\24\ To keep this information current, section 
16(a) also requires reporting persons to report to the Commission \25\ 
changes in this ownership, or the purchase or sale of a security-based 
swap agreement \26\ involving these equity securities.\27\
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    \20\ 15 U.S.C. 78p.
    \21\ 15 U.S.C. 78l.
    \22\ 15 U.S.C. 78p(a).
    \23\ Insiders file initial reports on Form 3.
    \24\ Rule 3a12-3 [17 CFR 240.3a12-3] provides that securities 
registered by a foreign private issuer, as defined in Rule 3b-4 [17 
CFR 240.3b-4], are exempt from section 16. The legislative and 
regulatory actions addressed in this release do not change this 
exemption.
    \25\ Section 16(a) also requires reporting persons to file their 
initial and transactional reports with each national securities 
exchange on which the issuer lists its equity securities. For 
classes of securities listed on the New York Stock Exchange, the 
American Stock Exchange and the Chicago Stock Exchange, filing 
section 16(a) reports on EDGAR satisfies the requirements of section 
16(a)(1) (as amended) and Rule 16a-3(c) to file the reports with the 
exchange on which the securities are listed. See staff no-action 
letters to New York Stock Exchange (Jul. 22, 1998), American Stock 
Exchange (Jul. 22, 1998) and Chicago Stock Exchange (Jan. 18, 1998).
    \26\ As defined in section 206B of the Gramm-Leach-Bliley 
Financial Modernization Act of 1999, as amended by H.R. 4577, Pub. 
L. 106-554, 114 Stat. 2763.
    \27\ Insiders file transaction reports on Forms 4 and 5.
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    Before the effective date of the amendments adopted in this 
release, insiders may file reports on Forms 3, 4 and 5 either in paper 
or electronically on the Commission's Electronic Data Gathering, 
Analysis and Retrieval System (``EDGAR'').\28\ On July 30, 2002, the 
Sarbanes-Oxley Act of 2002 (the ``Sarbanes-Oxley Act'') \29\ was 
enacted. The Sarbanes-Oxley Act amended section 16(a) to require, not 
later than July 30, 2003, insiders to file these forms electronically, 
and the Commission and issuers with corporate Web sites to post change 
in beneficial ownership reports on their Web sites.\30\
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    \28\ Rule 101(b)(4) of Regulation S-T [17 CFR 232.101(b)(4)]. 
The percentage of Forms 3, 4 and 5 filed electronically on the 
current EDGAR system increased from approximately 8% in June 2002 
(the last month before the Sarbanes-Oxley Act was enacted) to 
approximately 15% in August 2002 (the month the accelerated filing 
deadline took effect). The percentage held at approximately 15% in 
September 2002 but increased to approximately 25% in October 2002 
and remained at that level in November 2002. The percentage 
subsequently increased to approximately 31% in December 2002, 
approximately 35-36% in January and February 2003, and approximately 
38% in March 2003.
    \29\ Pub. L. No. 107-204, 116 Stat. 745.
    \30\ Section 16(a)(4), as amended by section 403 of the 
Sarbanes-Oxley Act.
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    The legislative mandate is consistent with our own progress, since 
1993, toward requiring electronic filing of Forms 3, 4 and 5. In 1993, 
we adopted rules, primarily Regulation S-T,\31\ that

[[Page 25789]]

required domestic issuers to file most documents electronically but did 
not permit electronic filing of Forms 3, 4 and 5. In 1995, we revised 
Regulation S-T to permit voluntary electronic filing of Forms 3, 4 and 
5.\32\ In 1996, we asked for comment on whether to require EDGAR filing 
of any documents then allowed to be filed electronically on a voluntary 
basis.\33\ Early in 2000, we announced that we intended to propose 
mandated electronic filing of Forms 3, 4 and 5 and asked for 
comments.\34\ Later in 2000, we reiterated our expectation of proposing 
these requirements and stated that we would consider the comments 
received in connection with future rulemaking.\35\
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    \31\ Release No. 33-6977 (Feb. 23, 1993) [58 FR 14628].
    \32\ Release No. 33-7241 (Nov. 13, 1995) [60 FR 57682].
    \33\ Release No. 33-7369 (Dec. 5, 1996) [61 FR 65440].
    \34\ Release No. 33-7803 (Feb. 25, 2000) [65 FR 11507].
    \35\ Release No. 33-7855 (Apr. 27, 2000) [65 FR 24788]. We 
generally have addressed the electronic filing of Form 144 [17 CFR 
239.144] in the same releases as we have addressed the electronic 
filing of Forms 3, 4 and 5. Although the adopted amendments do not 
address the electronic filing of Form 144, we may in the future 
propose to require that form also to be filed electronically.
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    In accordance with the will of Congress, on December 20, 2002, we 
proposed rule and form amendments that would mandate the electronic 
filing and Web site posting of Forms 3, 4 and 5. In the Proposing 
Release, we also proposed to eliminate magnetic cartridges as a means 
of electronic filing. We received 22 comment letters relating to the 
Proposing Release. Commenters that provided a general view on the 
proposals supported them as a means of achieving earlier public 
notification of insiders' transactions and wider public availability of 
information about those transactions. We address specific comments 
received where applicable in this release.\36\
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    \36\ The comment letters and a summary of comments are available 
for public inspection and copying in our Public Reference Room, 450 
Fifth Street, NW., Washington, DC 20549, in File No. S7-52-02. 
Public comments submitted electronically and the summary of comments 
are available on our Web site at http://www.sec.gov.
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    In implementing Congress' directive to require Forms 3, 4 and 5 to 
be filed on EDGAR, we seek to achieve the same benefits for investors, 
filers and the Commission that we sought when we first mandated 
electronic filing for most documents. Since its inception, the primary 
goals of our EDGAR system have been to facilitate the rapid 
dissemination of financial and business information about companies and 
other parties participating in U.S. capital markets while making the 
transmission and the Commission's processing of filings more efficient.
    Mandated electronic filing benefits members of the investing public 
and the financial community by making information contained in 
Commission filings available to them minutes after receipt by the 
Commission. Information concerning insiders' transactions in issuer 
equity securities will be publicly accessible substantially sooner and 
more broadly than it was before. In addition, the electronic format of 
the information facilitates research and data analysis. The accelerated 
section 16(a) filing requirement that took effect in August, 2002 makes 
electronic filing even more valuable.\37\ Finally, investors clearly 
want electronic access to these forms.\38\ Many investors believe that 
reports of directors' and executive officers' transactions in company 
equity securities provide useful information as to management's views 
of the performance or prospects of the company and that more timely and 
transparent access to reports will be even more useful.
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    \37\ Before enactment of the Sarbanes-Oxley Act, section 16(a) 
generally required insiders to file a transaction report within 10 
days of the close of the month in which the transaction occurred. 
The Sarbanes-Oxley Act amended section 16(a), effective for 
transactions on or after August 29, 2002, to require insiders to 
file a transaction report ``before the end of the second business 
day following the day on which the subject transaction has been 
executed, or at such other time as the Commission shall establish, 
by rule, in any case in which the Commission determines that such 2-
day period is not feasible'' [section 16(a)(2)(C) (15 U.S.C. 
78p(a)(2)(C)), as amended by section 403 of the Sarbanes-Oxley Act]. 
On August 27, 2002, we adopted rule and form amendments to implement 
the accelerated filing deadline [Release No. 34-46421 (Sept. 3, 
2002) [56 FR 56462]].
    \38\ The commenters on the Proposing Release that primarily 
represent investor interests and the one individual commenter all 
supported required electronic access.
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    Filers will benefit from changes to the electronic filing system 
specifically designed to make electronic filing easier while continuing 
to provide speedy, secure and reliable transmission, as discussed 
below. We note that many companies help their insiders or submit the 
insiders' filings on their behalf. We encourage this practice to 
facilitate accurate and timely filing. Our objective, however, is to 
create a system that insiders can use relatively easily themselves, 
particularly as an insider is legally responsible for filing regardless 
of who submits a filing on the insider's behalf.\39\
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    \39\ Cf. In the Matter of Bettina Bancroft, Release No. 34-32033 
(Mar. 23, 1993).
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    The use of EDGAR also will facilitate more efficient storage, 
retrieval and analysis of ownership and transaction information than 
paper filing. Quicker access to ownership and transaction information 
should not only facilitate review of the information but also enhance 
the Commission's ability to study and address issues that relate to 
this information.
    Web site posting of Forms 3, 4 and 5 by issuers with corporate Web 
sites will provide a convenient, rapidly disseminated electronic source 
in addition to EDGAR that is conducive to research and data analysis. 
One objective of the amendments is to encourage availability of this 
information in a variety of locations, so that it is broadly 
accessible.
    Following adoption of these electronic filing and Web site posting 
requirements, insiders will continue to be required to report the same 
transactions and holdings as before. In particular, section 16(a) 
requires insiders to report all security-based swap agreements \40\ and 
transactions involving derivative securities,\41\ including those in 
the form of over-the-counter options contracts, forwards, collars,\42\ 
and security futures.\43\ The Commission will take action for failure 
to report these transactions.
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    \40\ Section 16(a)(2)(C), as amended by section 403 of the 
Sarbanes-Oxley Act.
    \41\ Rule 16a-1(c) [17 CFR 240.16a-1(c)].
    \42\ See Section II.G of Release No. 34-34514 (Aug. 10, 1994) 
[59 FR 42449] and Section IV.H of Release No. 34-37260 (May 31, 
1996) [61 FR 30376], addressing section 16(a) reporting of equity 
swaps and instruments with similar characteristics.
    \43\ Release No. 33-8107 (Jun. 21, 2002) [67 FR 43234].
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II. The Amendments

A. Required Electronic Filing of Forms 3, 4 and 5

    We are adopting as proposed the amendments to Regulation S-T \44\ 
to require insiders to file Forms 3, 4 and 5 with us on EDGAR.\45\ As 
noted above, Rule 101(b)(4) of Regulation S-T currently permits 
reporting persons to file Forms 3, 4 and 5 on EDGAR. The amendments 
revise Rule 101 by:
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    \44\ Regulation S-T is the general regulation governing EDGAR 
filing. In addition to complying with Regulation S-T, filers must 
submit electronic documents in accordance with the instructions in 
the EDGAR Filer Manual.
    \45\ We also are adopting an amendment to Rule 104(a) of 
Regulation S-T to make it clear that unofficial PDF copy submissions 
are unavailable to Forms 3, 4 and 5.
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    [sbull] Removing subparagraph (4) from paragraph (b) (the voluntary 
EDGAR filing paragraph); and
    [sbull] adding a reference to forms filed under section 16(a) to 
subparagraph (a)(1)(iii) (located in the mandated EDGAR filing 
paragraph).
    Regulation S-T also requires the electronic filing of any related

[[Page 25790]]

correspondence and supplemental information pertaining to a document 
that is the subject of mandated EDGAR.\46\ These materials are not 
disseminated publicly but are available to the Commission staff. This 
requirement will apply to persons who file Forms 3, 4 and 5 on or after 
the effective date of the amendments.
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    \46\ Regulation S-T Rule 101(a)(1) [17 CFR 232.101(a)(1)].
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B. Required Web Site Posting of Forms 3, 4 and 5

    We also are adopting as proposed the amendment to Rule 16a-3 \47\ 
to add a new paragraph (k) to require an issuer that maintains a 
corporate Web site to post on its Web site all Forms 3, 4 and 5 filed 
with respect to its equity securities by the end of the business day 
after filing. One commenter asked us to clarify the term ``corporate 
Web site,'' stating that the term does not distinguish between public 
(internet) and private (intranet) sites. We clarify that the term 
``corporate Web site'' refers to public (internet) sites, reflecting 
the legislative purpose of providing broader dissemination of this 
information to investors.
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    \47\ 17 CFR 240.16a-3.
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    As we stated in the Proposing Release, an issuer can satisfy this 
requirement whether it provides access directly or by hyperlinking \48\ 
to reports via a third-party service instead of maintaining the forms 
itself if the following conditions are met: \49\
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    \48\ In Release No. 33-7856 (Apr. 28, 2000) [65 FR 25843] (the 
``2000 Release''), we provided interpretive guidance on the possible 
effects of hyperlinking to a third-party Web site. See the 2000 
Release, at n. 48 and the accompanying text.
    \49\ Hyperlinking to these Forms in the EDGAR database on the 
Commission's Web site will satisfy the posting requirement if the 
conditions in this section otherwise are met. EDGAR currently 
displays Forms 3, 4 and 5 filed electronically and will do so under 
the contemplated on-line system, in both cases shortly after filing 
and within the period required by section 16(a)(4)(B) (by the end of 
the business day after filing).
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    [sbull] The forms are made available in the required time frame;
    [sbull] access to the reports is free of charge to the user;
    [sbull] the display format allows retrieval of all information in 
the forms; \50\
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    \50\ In this regard, we note that some third-party service 
providers publish only Table I information, which would not satisfy 
this condition. The third-party display format would need to publish 
all form information in order for a hyperlink to satisfy the 
issuer's Web site posting requirement.
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    [sbull] the medium to access the forms is not so burdensome that 
the intended users cannot effectively access the information provided; 
\51\
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    \51\ See, for example, Release No. 33-7233 (Oct. 6, 1995) [60 FR 
53458], at n. 24 and the accompanying text.
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    [sbull] the access includes any exhibits or attachments;
    [sbull] access to the forms is through the issuer Web site address 
the issuer normally uses for disseminating information to investors; 
\52\ and
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    \52\ If the issuer has a corporate Web site but does not 
normally disseminate information to investors through the Web site, 
it must provide access to the forms through a location on its Web 
site that it reasonably believes will facilitate user access to the 
forms.
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    [sbull] any hyperlink is directly to the section 16 forms (or to a 
list of the section 16 forms) relating to the posting issuer instead of 
just to the home page or general search page of the third-party 
service.\53\
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    \53\ An issuer could present the viewer with an intermediate 
screen stating that the visitor is leaving the issuer's Web site. 
Also, a disclaimer of responsibility for the accuracy of the third-
party service would not make the Web site posting ineffective for 
purposes of the posting requirement. See generally regarding issuer 
Web site posting Release No. 33-8128 (Sept. 16, 2002) [67 FR 58480], 
at n. 132 and accompanying text.
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    Three commenters addressed where hyperlinks must lead. Two of the 
commenters urged that we not require a hyperlink to each individual 
section 16 form because such a requirement would be unduly burdensome. 
The third commenter asked whether the hyperlink could be to a site with 
all Commission filings related to the issuer or whether it had to be to 
a site that contained only section 16 forms or a list of them. As 
stated in the list of conditions above, the hyperlink must lead 
directly to the section 16 forms or to a list of them. It is possible, 
for example, to link to the section 16 forms relating to an issuer in 
the EDGAR database on our Web site in a manner that does not require an 
update each time another section 16 form is filed as to that 
issuer.\54\
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    \54\ For example, an issuer could use a link such as the 
following where the issuer's Central Index Key (CIK) code is 
0000906648: http://www.sec.gov/cgi-bin/browse-edgar?company=&CIK=0000906648&owner=only&action=getcompany action=getcompany.
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    Two commenters addressed hyperlink captions. One of these 
commenters asked how specific the caption should be and the other 
suggested that we clarify that the link must be displayed clearly. We 
clarify that the link caption must indicate clearly that the link leads 
to the issuer's insiders' section 16 forms.
    Two commenters questioned whether an issuer always could post 
section 16 filings by the end of the business day after filing. The 
commenters noted that, even where an insider complies with the Rule 
16a-3(e) \55\ requirement to send or deliver a duplicate of a section 
16 form to the issuer not later than the time the form is transmitted 
for filing with the Commission, the issuer still may receive the filing 
after the Web site posting deadline, for example when the insider sends 
the form by certified mail. We recognize that issuers may need to 
coordinate more closely with their insiders to avoid this concern, but 
that such coordination may not always be practicable, particularly with 
more than 10% beneficial owners.
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    \55\ 17 CFR 240.16a-3(e).
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    Rule 16a-3(e) requires the insider to send or deliver the duplicate 
to the person designated by the issuer to receive such statements, or, 
in the absence of such designation, to the issuer's corporate secretary 
or person performing equivalent functions. In making this designation, 
we would expect an issuer also to designate an electronic transmission 
medium compatible with the issuer's own systems, so that a form sent 
via that medium at the time specified by Rule 16a-3(e) would be 
received by the issuer in time to satisfy the Web site posting 
deadline. To assure that insiders are aware of the designated person 
and electronic transmission medium, we encourage issuers to post this 
information on their Web sites together with the section 16 filings. Of 
course, issuers also may consult EDGAR to obtain notice of new filings. 
We also note that the concern about obtaining an electronic copy of the 
filing would not arise for issuers that rely on a hyperlink (for 
example, to EDGAR) instead of, or in addition to, direct Web site 
posting.
    Two commenters addressed posting duration. One favored a one-year 
period and the other favored at least a one-year period (noting that we 
might want to lengthen the period to allow investors to spot trends). 
As adopted, Rule 16a-3(k) requires each form to remain accessible on 
the issuer's Web site for at least a 12-month period. We believe that a 
12-month period that begins when the form is posted strikes the right 
balance between the issuer effort needed to post and the investor 
benefit from having access to the section 16 forms through the 
additional source of the issuer's Web site. In this regard, we note 
that the section 16 forms will be available indefinitely in the EDGAR 
database on our Web site.
    One commenter addressed rule-mandated Form 3 posting in the absence 
of a statutory requirement. The commenter favored our proposal to 
mandate Form 3 posting on the basis that it would provide timely and 
complete disclosure regarding initial ownership positions and, 
therefore, prove useful in assessing changes. We also conclude that 
mandated posting of Form 3 is appropriate. We believe that the benefits 
of wider dissemination of the fact that a person is an insider and

[[Page 25791]]

that person's initial ownership will outweigh the marginal additional 
effort required to post these forms. Accordingly, we adopt this 
requirement as proposed.
    The Web site posting requirement will become effective at the same 
time as the electronic filing requirement. However, we continue to 
encourage issuers to post section 16(a) reports on their Web sites 
before the implementation date.
    The Commission is modifying proposed Rule 16a-3(k) with respect to 
investment companies.\56\ One commenter noted that a Web site that 
contains information about an investment company typically would be 
maintained by a separate entity, such as its investment adviser, and 
recommended that we tailor the rule to reflect this. We agree that this 
is appropriate and are modifying Rule 16a-3(k) to clarify that the 
requirement to post Forms 3, 4, and 5 applies to an investment company 
that does not maintain its own Web site if the company's investment 
adviser, sponsor, depositor, trustee, administrator, principal 
underwriter, or any affiliated person of the investment company 
maintains a Web site that includes the name of the investment company. 
If there is more than one such Web site, the investment company would 
be required to post its Forms 3, 4, and 5 on one such Web site. We 
would expect the investment company to use the same Web site to post 
all of its Forms 3, 4 and 5.
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    \56\ Insiders of exchange-traded investment companies are 
subject to section 16. See section 16(a) of the Exchange Act 
(requiring filing of section 16 reports with respect to equity 
securities registered under section 12 of the Exchange Act); section 
12(b) of the Exchange Act (registration of securities traded on a 
national securities exchange); section 12(g) of the Exchange Act and 
Exchange Act Rule 12g-1 [17 CFR 240.12g-1] (requirement for 
registration of securities of issuers held by at least 500 persons 
and having total assets exceeding $10 million, with exclusion for 
any securities issued by a registered investment company). Further, 
section 30(h) of the Investment Company Act [15 U.S.C. 80a-29(h)] 
specifies insiders of registered closed-end funds who are subject to 
the same duties and liabilities as those imposed by section 16.
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C. Rule 16a-3(h)

    As proposed, we are deleting as no longer necessary the deemed 
timely filed provision in Rule 16a-3(h) under the Exchange Act, 
effective at the same time the Forms 3, 4 and 5 electronic filing 
requirement becomes effective. Rule 16a-3(h) will continue to state 
that the date of filing is the date of receipt by the Commission.\57\ 
The deletion applies only to the rule's provision that a Form 3, 4 or 5 
will be deemed timely filed if the filing person establishes that the 
form was timely delivered to a third party entity providing delivery 
services in the ordinary course of business that guaranteed delivery of 
the filing to the Commission no later than the required filing date. 
Because the ``deemed timely filed'' provision was designed for and 
applies only to paper filings, we believe it no longer will be needed 
once the electronic filing requirement is effective.
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    \57\ The rule's equating date of filing with date of receipt was 
subject to the deemed timely filed provision before its deletion.
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    One commenter suggested that we retain the ``deemed timely filed'' 
provision for guaranteed electronic filings, reasoning that a filer 
should not be considered delinquent when a third-party service provider 
fails to fulfill its filing guarantee. We believe, however, that in 
light of the improvements to EDGAR for section 16 form filing discussed 
below, electronic filing can be readily accomplished and there will be 
no need for the ``deemed timely filed'' provision in the electronic 
context.

D. Hardship Exemptions and Adjustments of Filing Dates

    Rules 201 and 202 of Regulation S-T \58\ address hardship 
exemptions from EDGAR filing requirements and Rule 13(b) of Regulation 
S-T \59\ addresses the related issue of filing date adjustments.
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    \58\ 17 CFR 232.201 and 232.202.
    \59\ 17 CFR 232.13(b).
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    A filer may obtain a temporary hardship exemption under Rule 201 if 
it experiences unanticipated technical difficulties that prevent the 
timely preparation and submission of an electronic filing by filing a 
properly legended paper copy \60\ of the filing under cover of Form 
TH.\61\ A filer who files in paper under the temporary hardship 
exemption must submit an electronic format copy of the filed paper 
document within six business days of the filing of the paper format 
document.\62\
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    \60\ See 17 CFR 232.201(a).
    \61\ 17 CFR 239.65, 249.447, 259.604 and 269.10.
    \62\ See 17 CFR 232.201(b).
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    A filer may apply for a continuing hardship exemption under Rule 
202 if it cannot file all or part of a filing without undue burden or 
expense.\63\ In contrast to the self-executing temporary hardship 
exemption process, a filer can obtain a continuing hardship exemption 
only by submitting a written application, upon which the Commission 
staff must then act under delegated authority.
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    \63\ See 17 CFR 232.202(a).
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    Instead of pursuing a hardship exemption, a filer may request a 
filing date adjustment under Rule 13(b) of Regulation S-T.\64\ This 
rule addresses circumstances where an electronic filer attempts in good 
faith to file a document with the Commission in a timely manner but the 
filing is delayed due to technical difficulties beyond the filer's 
control. In those instances, the filer may request an adjustment of the 
document's filing date. The staff may grant the request if it appears 
that the adjustment is appropriate and consistent with the public 
interest and the protection of investors.
---------------------------------------------------------------------------

    \64\ 17 CFR 232.13(b).
---------------------------------------------------------------------------

    In the Proposing Release, we asked questions regarding temporary 
hardship exemptions relating to whether to shorten electronic follow-up 
periods or, alternatively, eliminate the ability to use the temporary 
hardship exemption for section 16 filings. Three commenters addressed 
hardship exemptions, urging us to keep the temporary hardship exemption 
available for section 16 filings to accommodate the infrequent, 
deserving circumstances that arise or to adopt a tolerant attitude 
toward hardship exemption availability at least during the first 12 
months of mandated electronic filing of section 16 forms.
    After considering these comments, we have nonetheless decided to 
amend Rule 201(a) of Regulation S-T to make temporary hardship 
exemptions unavailable to Forms 3, 4 and 5 for the following reasons:
    [sbull] The relative ease of using the new on-line filing system;
    [sbull] the extended 10 p.m. Eastern time filing deadline;\65\
---------------------------------------------------------------------------

    \65\ See Section II.H below.
---------------------------------------------------------------------------

    [sbull] the limited value to the public of paper filings; and
    [sbull] the availability of a filing date adjustment under the same 
circumstances a temporary hardship exemption would have been available.
    We agree with the commenters that relief should be available when 
appropriate circumstances arise, no matter how infrequent. We believe, 
however, that this relief will be more appropriate if provided through 
a filing date adjustment rather than through a temporary hardship 
exemption. The temporary hardship exemption is best suited for use in 
connection with a transactional filing that must reach the Commission 
on a specific date in order for some action to be taken. For example, 
if a company must file a pre-effective amendment to a Securities Act 
registration statement in order to request immediate acceleration of 
effectiveness, technical difficulties may justify filing the 
registration statement in paper under a temporary hardship exemption. 
In contrast, when the filing is a section 16 form, the public would be 
better served by having the document in electronic format. We believe 
an

[[Page 25792]]

electronic section 16 form is likely to arrive sooner where a filing 
date adjustment is used than it would were it to come in as a 
confirming copy after a temporary hardship exemption was used.
    Filing date adjustments, as would have been true of temporary 
hardship exemptions, should be few in number given the relative brevity 
of section 16 forms, the relative ease of electronically filing them 
through EDGAR's new on-line feature and the strong interest in timely 
and readily available disclosure of section 16 forms. A failure to 
obtain timely an identification number or access codes will not justify 
a filing date adjustment.\66\ Moreover, as is also the case with other 
forms required to be filed on EDGAR, upon effectiveness of the rules we 
adopt today, our filing desk will not accept in paper format any Form 
3, 4 or 5\67\ except in the highly unlikely event that the filing 
satisfies the requirements for a continuing hardship exemption under 
Regulation S-T.\68\ A filing date adjustment will, however, be 
available in appropriate circumstances.\69\
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    \66\ See the note to Rule 10 of Regulation S-T [17 CFR 232.10] 
(``The Commission strongly urges any person or entity about to 
become subject to the disclosure and filing requirements of the 
federal securities laws to submit a Form ID [(through which an 
identification number and access codes are obtained)] well in 
advance of the first required [(electronic)] filing, * * *, in order 
to facilitate electronic filing on a timely basis'').
    \67\ Rule 14 of Regulation S-T [17 CFR 232.14]. Paper filings 
under hardship exemptions must include the appropriate legend on the 
cover page so the file desk does not return the filing.
    \68\ It is unlikely that a continuing hardship exemption would 
be granted with respect to Forms 3, 4 or 5 given the nature of the 
information that appears in these forms and the expected ease of 
electronic filing.
    \69\ The staff generally does not grant filing date adjustments 
over extended periods of time. If technical difficulties prevent the 
filing from being made on the due date, it is important to address 
these difficulties as quickly as possible and request the filing 
date adjustment promptly after the filing is made.
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E. Item 405 of Regulation S-K

    Recognizing that insiders may experience temporary difficulties in 
transitioning to mandated electronic filing, one commenter suggested 
that we provide issuers limited, temporary relief from disclosing 
section 16 reporting delinquencies pursuant to Item 405 of Regulations 
S-K and S-B.\70\ This disclosure is required in the issuer's proxy or 
information statement,\71\ for the annual meeting at which directors 
are elected, and its Form 10-K\72\, 10-KSB \73\ or N-SAR.\74\ We are 
persuaded that temporary limited relief from Item 405 disclosure is 
appropriate for a Form 4 that is:
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    \70\ 17 CFR 229.405 and 17 CFR 228.405.
    \71\ 17 CFR 240.14a-101, Item 7.
    \72\ 17 CFR 249.310.
    \73\ 17 CFR 249.310b.
    \74\ 17 CFR 274.101.
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    [sbull] Filed not later than one business day following the regular 
due date, and
    [sbull] Filed during the first 12 months following the effective 
date of mandated electronic filing.
    We believe that this temporary relief will be helpful to issuers 
and insiders, without removing issuers' incentive to assist insiders 
with timely filing. Eligibility for this disclosure relief does not 
change the fact that any Form 3, 4 or 5 filed later than the applicable 
due date violates section 16(a).

F. Forms 3, 4 and 5

    We are adopting with minor revisions the proposed amendments to 
Forms 3, 4 and 5 mainly to facilitate the electronic filing provisions, 
as follows:
    1. Amend the introductory section before the General Instructions 
of Forms 3, 4 and 5 to delete the reference to IRS identification 
numbers. Consistent with that deletion, we amend each of the forms to 
delete Item 3 (before Table I), which provides a space for a filer that 
is an entity, at its option, to include an IRS identification 
number.\75\ We believe this information is unnecessary in this context. 
An IRS identification number has not proved useful for tracking because 
only some filers provide it. Only non-natural person filers have been 
permitted to provide it and even they could choose whether to do so.
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    \75\ We have renumbered the items that follow the deleted item. 
In this release, however, references to pre-Table I form items are 
to their numbers before renumbering.
---------------------------------------------------------------------------

    2. Amend the General Instructions to Forms 3, 4 and 5 to:
    [sbull] Delete the references to the deemed timely filed provision 
in Rule 16a-3(h);\76\
---------------------------------------------------------------------------

    \76\ See former General Instruction 2(a) to Form 3, and former 
General Instruction 1(a) to Forms 4 and 5. These minor changes, not 
previously proposed, are needed to conform to the previously 
proposed and now adopted deletion of the deemed timely filed 
provision from Rule 16a-3(h).
---------------------------------------------------------------------------

    [sbull] Delete the statement that electronic filing is 
optional;\77\
---------------------------------------------------------------------------

    \77\ See former General Instruction 3(a) to Form 3, and former 
General Instruction 2(a) to Forms 4 and 5.
---------------------------------------------------------------------------

    [sbull] Add a statement clarifying that electronic filing is 
mandatory absent a hardship exemption, referencing Regulation S-T, and 
describing how to obtain staff assistance in electronic filing;\78\
---------------------------------------------------------------------------

    \78\ See revised General Instruction 3(a) to Form 3 and revised 
General Instruction 2(a) to Forms 4 and 5. The adopted note omits 
the proposed language relating to temporary hardship exemptions.
---------------------------------------------------------------------------

    [sbull] Revise the joint filer provisions to cross-reference the 
signature rule and separate out paper-only requirements; \79\ and
---------------------------------------------------------------------------

    \79\ See revised General Instruction 5(b)(v) to Form 3 and 
revised General Instruction 4(b)(v) to Forms 4 and 5.
---------------------------------------------------------------------------

    [sbull] Add a note providing instructions for filing in paper 
pursuant to a hardship exemption.\80\
---------------------------------------------------------------------------

    \80\ See revised notes to General Instruction 3 of Form 3 and 
General Instruction 2 of Forms 4 and 5. The adopted note contains 
the proposed language with two exceptions. The adopted note omits 
the proposed language relating to temporary hardship exemptions. The 
adopted note includes a statement that at least one copy must be 
signed.
---------------------------------------------------------------------------

    3. Amend General Instruction 6 to Forms 3, 4, and 5 to indicate 
that if a filer runs out of space on the electronic form, the filer 
should put the additional information in a footnote, and if there is 
not enough room in the space provided for a footnote, the footnote 
should refer to an exhibit to the form \81\ that contains the 
additional information.\82\ Revised General Instruction 6 also adopts a 
numbering system for exhibits.\83\
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    \81\ Ownership and transaction information must be disclosed to 
the greatest extent possible in the forms' Tables I and II rather 
than in footnotes and attachments in order to maximize the value of 
EDGAR's tagging the data in the tables, and thus facilitate 
analysis.
    \82\ One commenter claimed that this amendment to General 
Instruction 6 would reduce disclosure and clarity by dispersing 
information to as many as three different places. We believe the 
amendment will not reduce disclosure and that filers can maintain 
clarity through cross-references. Further, we believe that the 
electronic forms provide adequate space on the forms and in the 
footnotes for almost all situations. It should be unusual for filers 
to need to provide additional explanatory material in a separate 
attachment.
    \83\ See revised General Instruction 6(c) to Forms 3, 4 and 5. 
The specified amendments to General Instruction 6 relating to 
exhibits are minor, clarifying amendments not previously proposed. 
We note that no exhibit, including, for example, a power of 
attorney, may be filed in paper, absent a hardship exemption, or on 
a stand-alone basis.
---------------------------------------------------------------------------

    4. Add General Instruction 8 to Form 3 and General Instruction 9 to 
Forms 4 and 5 explaining how to present information in amendments to 
previously filed forms.\84\
---------------------------------------------------------------------------

    \84\ This amendment as well as the amendments described in items 
5, 6, 7, 9, 10, 12 and 13 of this Section II.D, are minor, 
clarifying amendments not previously proposed.
---------------------------------------------------------------------------

    5. Amend Item 4 of the items before Table I of Form 4 to clarify 
that it requires the date of the earliest transaction required to be 
reported.
    6. Amend Item 6 of the items before Table I of Form 3 and Item 5 of 
the items before Table I of Forms 4 and 5 to require an amended form to 
specify the date the original form was filed.
    7. Amend the heading of Form 5 to clarify it by adding at the end 
``of Securities.''
    8. Amend Items 4 and 5 of the items before Table I of Form 5 to 
require that,

[[Page 25793]]

when addressing the date as to which the form is filed, a day be 
specified in addition to, as previously required, a month and year. 
Adding a day requirement will result in a full date that will ease 
processing and searches.
    9. Amend Item 4 of the items before Table I of Form 5 to clarify 
that it requires the issuer's fiscal year end date.
    10. Amend Form 5 by adding, in the space immediately below Table I 
and immediately above the sentence regarding multiple reporting 
persons, a reminder regarding separate line reporting of different 
securities classes and forms of ownership.
    11. Amend the heading of column 9 of Table II of Form 5 to clarify 
that the reference to ``year'' is a reference to the issuer's fiscal 
year, which will make the heading consistent with the heading of column 
5 of Table I of Form 5.
    12. Amend the heading of column 10 of Table II of Form 5 to add the 
word ``form'' to clarify that the column requires disclosure of 
ownership form (i.e., direct or indirect) and conform the heading with 
its counterparts in Table I of Form 5 and Tables I and II of Forms 3 
and 4.\85\
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    \85\ We did not adopt the proposed amendment, appearing in the 
proposed regulatory text only, to modify the heading of Table II of 
Form 5 because the current heading of the form already reads as 
proposed.
---------------------------------------------------------------------------

    13. Remove the reference to Social Security Numbers from the 
description of Securities Act Form 144.\86\ This was inadvertently 
retained in previous rulemaking.\87\
---------------------------------------------------------------------------

    \86\ See 17 CFR 239.144, as amended.
    \87\ Release No. 33-7424 (July 1, 1997) [62 FR 35,338].
---------------------------------------------------------------------------

G. Form ET

    We are making one change to the EDGAR system and the rules that 
affects all filings, not just section 16(a) reports. Electronic filers 
have been permitted to make electronic submissions either as direct 
transmissions, via dial-up modem or Internet, or on magnetic 
cartridge.\88\ However, the number of filers using magnetic cartridges 
is minimal. In the current calendar year, no filer has used magnetic 
cartridge transmission. During 2002, one filer filed one magnetic 
cartridge containing a single form. The filer apparently used the 
magnetic cartridge approach solely to avoid a temporary problem with 
direct transmission. Therefore, as proposed, we are eliminating \89\ 
magnetic cartridges as a transmission medium and Form ET,\90\ the 
transmittal form that must accompany all magnetic cartridge 
submissions.\91\
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    \88\ See current Rules 12(b) and 12(c) of Regulation S-T [17 CFR 
232.12(b) and 232.12(c)].
    \89\ See related amendments we are adopting, as proposed, to 
Securities Act Rule 110 [17 CFR 230.110], Rule 12 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]. We also are adopting amendments we 
did not propose to revise a subauthority cite for part 239 of 
Chapter 17 of the Code of Federal Regulations to reflect the 
deletion of Form ET and to add a previously omitted cite to the 
United States Code.
    \90\ 17 CFR 239.62, 249.445, 259.601, 269.6 and 274.401.
    \91\ The one commenter to address magnetic cartridge 
transmission and Form ET favored their elimination.
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H. Filing Hours

    Rule 13(a) of Regulation S-T addresses electronic submission 
acceptance. Currently, persons can file by direct electronic 
transmission between the hours of 8 a.m. and 10 p.m., Washington, DC 
time on weekdays that are not federal holidays. An accepted filing for 
which transmission begins before 5:30 p.m. Eastern time is deemed filed 
on the same day. Generally, an accepted filing that begins after 5:30 
p.m. is deemed filed on the next business day.\92\ However, a post-
effective amendment or registration statement filed to increase the 
number of securities registered as permitted by Securities Act Rule 
462(b)\93\ is deemed filed on the same business day (as long as it is 
received before 10 p.m.).\94\
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    \92\ Rule 13(a)(2) of Regulation S-T [17 CFR 232.13(a)(2)].
    \93\ 17 CFR 230.462(b).
    \94\ Rule 13(a)(3) of Regulation S-T [17 CFR 232.13(a)(3)].
---------------------------------------------------------------------------

    In the Proposing Release, we requested comment on amending Rule 
13(a) to treat an accepted Form 3, 4 or 5 filing in the same manner as 
a Rule 462(b) filing for purposes of the deemed filing date. More 
commenters addressed filing hours than anything else. Eleven commenters 
supported the extension to 10 p.m. Two of those commenters also 
expressed support for an extension to midnight. Finally, four 
commenters expressed support for the ability to file 24 hours a day.
    The commenters supporting a Rule 462(b) type extension to 10 p.m. 
or midnight generally took the view that
    [sbull] The extension would ease administrative burdens, especially 
for filers that are natural persons or located in the western part of 
the U.S., particularly in light of the rapid Form 4 filing deadline; 
and
    [sbull] Form dissemination still would occur no later than before 
the market opens the next business day, as is currently true for forms 
filed after market close but before 5:30 p.m. on a business day.
    Commenters supporting 24-hour-a-day filing cited essentially the 
same views. In addition, two commenters stated their belief that the 
Commission would not need to be open 24 hours a day because forms filed 
when the Commission was closed could be held in a queue until re-
opening. One commenter added its belief that the Commission should be 
able to perform maintenance and back-up without disrupting 24 hour-a-
day filing.
    We agree that extended filing hours would ease filers' 
administrative burdens, without impairing prompt public availability of 
the filed information. Accordingly, we have amended Rule 13(a) to 
provide that any Form 3, 4 or 5 submitted by direct transmission on or 
before 10 p.m. Eastern time is deemed filed on the same business 
day.\95\ However, filer support hours will not be correspondingly 
extended, so filer support will remain available only until 7 p.m. 
Eastern time. We encourage filers to submit their filings as early in 
the day as practicable, notwithstanding the 10 p.m. deadline, to avoid 
the risk that last-minute difficulties will result in a late filing.
---------------------------------------------------------------------------

    \95\ 17 CFR 232.13(a)(4).
---------------------------------------------------------------------------

    The EDGAR system will be programmed to provide that a form filed 
between 5:30 p.m. and 10 p.m. Eastern time is assigned a filing date on 
the same business day and disseminated that evening. We expect this 
programming to be completed around the end of July 2003. Until then, 
EDGAR will continue to assign the next business day to these filings as 
their filing date and disseminate them on the next business day. 
However, from the effective date of the amendments until the 
programming is completed, we will apply amended Rule 13(a) to consider 
a Form 3, 4 or 5 to be timely filed based on the time of receipt 
displayed on our Web site. A form with a time of receipt on or before 
10 p.m. will be deemed to be filed on the date of receipt.

III. The New Electronic Filing System

    The Proposing Release discussed our plans for a new on-line filing 
system to make it easier to file Forms 3, 4 and 5 and easier to locate 
and search for the data in these forms. In March 2003, the Commission 
made the new system available for testing. In its initial version, 
insiders and those who acted on their behalf were able to access our 
Web site to fill out and submit test forms. On May 5, 2003, EDGAR 
Release 8.5 became effective and the new system went live and began to 
provide the method for insiders to file

[[Page 25794]]

electronically.\96\ As a result, EDGARLink filing no longer is 
available for these forms.\97\
---------------------------------------------------------------------------

    \96\ Each new EDGAR release represents an updated version of the 
EDGAR system. See the draft Filer Manual for Release 8.5 on our Web 
site at http://www.sec.gov/info/edgar/filermanual85.htm.
    \97\ As previously discussed, unofficial PDF copy submissions 
are unavailable to Forms 3, 4 and 5.
---------------------------------------------------------------------------

    Users of the test site commented that the new system was easy to 
use and intuitive. They identified some improvements that would be 
beneficial to filers. Most of these changes will be implemented in 
EDGAR Release 8.6, currently scheduled for the end of July.\98\
---------------------------------------------------------------------------

    \98\ The principal needed improvement relates to modifying 
mandatory field requirements for certain holdings and types of 
transactions. On May 1, 2003, we released interim guidance on how to 
report the affected items before this improvement is made. The 
interim guidance is available on our Web site at http://www.sec.gov/divisions/corpfin/sec16faq.htm.
---------------------------------------------------------------------------

    Some filers, either directly or through agents, may wish to create 
a customized form and file it as a reduced content filing. A reduced 
content filing is a filing that provides header information (e.g., form 
type) and the data for mandatory fields that we specify and otherwise 
complies with specified technical filing requirements. In March 2003, 
we announced the necessary reduced content specifications, including, 
mandatory fields and technical filing requirements, to provide adequate 
preparation time before the new system's implementation.\99\ Reduced 
content filings will enable issuers and insiders to use third-party 
service providers for filings, if they wish to do so, just as they do 
today.
---------------------------------------------------------------------------

    \99\ The mandatory fields and technical filing requirements are 
available on our Web site at http://www.sec.gov/info/edgar/edgar85xmlspec.htm.
---------------------------------------------------------------------------

    In order to file, persons will need the same codes as are required 
to file on EDGARLink. Persons can acquire the codes only by submitting 
a Form ID.\100\ We urge Form ID filers to keep the information they 
provide up to date by revising the information on-line through our Web 
site as necessary. Companies and other third party filing agents with 
appropriate access codes will continue to be able to submit forms on 
behalf of insiders.\101\ We expect to introduce enhanced verification 
procedures in the future.
---------------------------------------------------------------------------

    \100\ 17 CFR 239.63, 249.446, 259.602, 269.7 and 274.402.
    \101\ Companies and other third party filing agents will need, 
in addition to their own access codes, the CIK and CCC codes of the 
insiders on whose behalf they file.
---------------------------------------------------------------------------

    Under the new system, if a filing is made on behalf of multiple 
insiders, each insider will be required to have a Central Index Key 
(CIK) and CIK Confirmation Code (CCC) for validation.\102\ Multiple 
insiders will be allowed to report on a single form only if they all 
have an interest in a transaction or holding reported.
---------------------------------------------------------------------------

    \102\ In contrast, on EDGARLink, only one of the insiders needed 
a CIK and CCC.
---------------------------------------------------------------------------

    To access and file the forms through our Web site, filers must 
begin by having valid EDGAR access codes and logging on to the site. A 
button on the menu will give filers the option to create an on-line 
Form 3, 4 or 5, or an amendment to any of these forms. The filer should 
have all the necessary information available before going on-line to 
file. Due to cost and technical limitations, data entry must be 
performed quickly enough to avoid time-outs that end the session. A 
time-out will occur one hour following the user's last activity on the 
system. The system will not be able to provide a way to save an 
incomplete form on-line from session to session. The system will 
validate as many fields as possible for data type and required fields 
while the filer fills in the form. Filers will have the chance to 
correct errors and verify the accuracy of the information before 
submitting the filing. An on-line help function will be available.
    The filer will be able to download and print the filing and add 
attachments before submission.\103\ Once the filing is submitted, the 
system will display the accession number of the filing or a message 
that says the accession number will follow in a return 
notification.\104\ A filer will be able to obtain a return copy of the 
form shortly after filing, and also will be able to see the filing on 
our Web site. Filers who submit their forms directly by entering 
information into the on-line templates must click on the ``Transmit 
Submission'' button on or before 10 p.m. Eastern time on a Commission 
business day for the submission to be completed that day. Similarly, a 
reduced content filing must begin transmission on or before 10 p.m. 
Eastern time to be completed the same day.
---------------------------------------------------------------------------

    \103\ Filers should reference attachments in the form as 
exhibits and number them for clarity. As described above, a new 
General Instruction to each form specifies how exhibits should be 
numbered. In the rare event that a filer files an exhibit separately 
in paper under a continuing hardship exemption, the filer should 
place a Form SE [17 CFR 239.64, 249.444, 259.603, 269.8 and 274.403] 
cover on the exhibit. Use of Form SE for this purpose will help 
assure the exhibit is linked to the form.
    \104\ An ``accession number'' is a unique number generated by 
EDGAR for each electronic submission. Assignment of an accession 
number does not mean that EDGAR has accepted a submission.
---------------------------------------------------------------------------

    Summarized below are comments we received regarding the system 
relating to access codes, filing options and system features, and our 
responses.
    Four commenters asked us to address the situation where a Form ID 
is filed to obtain a new CCC access code for an insider who already has 
a CCC code. Two commenters stated that this can happen, for example, 
where an insider serves on multiple boards and more than one issuer 
arranges Form ID filing. The situation cited is that a new CCC is 
issued, which cancels the previous CCC. As a result, an attempt to file 
arranged by a person unaware of the change could result in an error 
message, delay and extra effort. As potential alternative resolutions, 
commenters suggested that the Commission:
    [sbull] In response to a repeat Form ID, either provide the 
existing codes and permission to use them or return the Form ID to the 
insider with a notice that the insider already has access codes;
    [sbull] Provide a mechanism to allow filers to determine whether 
the insider already has access codes; \105\
---------------------------------------------------------------------------

    \105\ We assign to every person that requests access codes a CIK 
code unique identifier that is available publicly, for persons that 
have used their CIK code in making a filing, on our Web site under 
the ``Companies and Other Filers'' search at http://www.sec.gov/edgar/searchedgar/companysearch.html.
---------------------------------------------------------------------------

    [sbull] Provide separate access code sets with respect to each 
issuer as to which the person files reports; \106\ or
---------------------------------------------------------------------------

    \106\ Providing separate access codes as to each issuer would 
make it more difficult to find all the filings of a given insider 
and, thereby, undermine our goals of facilitating rapid and easy 
access to information.
---------------------------------------------------------------------------

    [sbull] Take the position that a good faith attempt to obtain and 
use codes that results in mishandling or termination of existing codes 
constitutes a valid basis for a temporary hardship exemption.\107\
---------------------------------------------------------------------------

    \107\ As previously discussed, temporary hardship exemptions 
will be unavailable to Forms 3, 4 and 5. One commenter claimed that 
sometimes delays in obtaining codes prevent timely filing. We are 
making strong efforts to provide codes timely, especially as more 
and more persons seek codes in connection with the implementation of 
mandated electronic filing.
---------------------------------------------------------------------------

    We are sensitive to the concerns expressed regarding granting 
access codes to individuals. In some cases, an individual is an insider 
of more than one issuer. The staff takes care to assign only one CIK 
code to each individual, regardless of the number of issuers as to 
which the person files reports. When multiple issuers request CIK codes 
for the same individual, however, occasionally new access codes are 
assigned in error. Often one issuer tells the staff that the original 
codes have been lost or compromised when, in fact, the insider is using 
them when submitting filings as to another issuer. When new codes are 
generated for the same person, as identified by the unique CIK code, 
the previously generated codes become invalid.

[[Page 25795]]

    We are exploring potential methods for the system to identify 
uniquely each insider and enable an insider, or an issuer or other 
third party acting on the insider's behalf, to manage the access codes 
more effectively and arrange new access codes, if necessary, on a real-
time basis. Ultimately, we may address the situation even more broadly 
(i.e., not only in the context of section 16 filings). For the time 
being, however, we urge
    [sbull] Insiders to file Forms ID well in advance of when they 
expect to need codes, to keep track of their codes and to advise 
issuers for which they later become insiders of their existing codes; 
and
    [sbull] Issuers and other third parties involved in the filing 
process to inquire whether an insider already has codes before 
submitting a Form ID filing on the insider's behalf.\108\
---------------------------------------------------------------------------

    \108\ As previously noted, this can be done for persons that 
have used their CIK code in making a filing by using the ``Companies 
and Other Filers'' search on our Web site at http://www.sec.gov/edgar/searchedgar/companysearch.html.
---------------------------------------------------------------------------

    Five commenters addressed alternatives to limiting electronic 
filing of insider reports to the new on-line system. All five 
commenters suggested that insiders remain able to file through the 
current EDGARLink system during at least the initial few months of the 
new on-line system. Among their reasons were to provide more time for 
third-party software development, facilitate a smoother transition and 
enable filers to prepare a submission in advance (and thereby ease 
proofreading).
    We have considered the commenters' suggestions and concerns 
regarding alternate methods of filing. However, due to technical and 
resource limitations, we cannot maintain parallel systems, such as 
EDGARLink and the new on-line system.
    A significant number of commenters addressed the operation of the 
new on-line system. They addressed input features generally, the 
relationship between reduced content filings and on-line filing, and 
technical issues regarding data format and tagging.
    Commenters suggested input features that are user-friendly in 
general and, in particular, allow users to
    [sbull] Save incomplete forms for the next on-line session;
    [sbull] Complete forms off-line and file them on-line;
    [sbull] Use an unlimited number of lines in each transaction table;
    [sbull] Receive a warning before a time-out;
    [sbull] Avoid separately converting attachments into an EDGAR 
format;
    [sbull] Avoid the need to input data manually into fields 
automatically populated based on, for an initial report, information in 
the Form ID and, for a subsequent report, information in the last 
previous report;
    [sbull] Access instructions from the related part of the on-line 
template; and
    [sbull] Use pull-down menus for a variety of items.
    The system allows users to avoid separately converting attachments 
into an EDGAR form \109\ and allows users to use pull-down menus in 
responding to some items. As the Commission staff and filers develop 
operational experience with the on-line filing system, we plan to 
consider whether pull-down menus would be feasible for additional 
items.
---------------------------------------------------------------------------

    \109\ Attachments must be in HTML or ASCII format.
---------------------------------------------------------------------------

    Due to cost and storage limitations, the system currently does not 
allow users to:
    [sbull] Save incomplete forms for the next on-line session (but the 
system does allow users to print their incomplete forms and, thereby, 
retain a hard copy);
    [sbull] Complete forms off-line and file them on-line except by 
using a third party or other reduced content filing process;
    [sbull] Use an unlimited number of lines in each transaction table 
(but we believe the number of lines available adequate);
    [sbull] Receive a warning before a time-out;
    [sbull] Avoid the need to input data manually into fields 
automatically populated based on, for a Form 4 or Form 5, information 
in the last previous report (but some fields will be populated 
automatically based on information in the Form ID (e.g., the insider's 
name)); or
    [sbull] Access instructions from the related part of the on-line 
template.

    We plan to consider these features and other improvements in 
connection with potential future system enhancements. We encourage 
system users to continue to provide their comments and suggestions to 
the staff.
    Six commenters asked questions or cited concerns about data tagging 
and the format selected for information filed and displayed. The system 
requires that information be filed in the standard format of XML. We 
will disseminate that information on our Web site in two formats--
viewable through a form and XML tagged. Users can take the XML tagged 
information and download it into an existing application or create an 
application to use the information. We believe that our approach to 
filing and dissemination formats makes it relatively easy to file, 
access and analyze insider beneficial ownership information.
    Some commenters requested that we put Forms 3, 4 and 5 and their 
amendments in a separate area of our Web site. They stated that this 
would provide easy access to the information for members of the public 
interested in these forms. We believe that the same effect has been 
accomplished by providing the ability on our Web site to make a search 
limited to these forms, as well as the ability to search for company 
filings excluding these forms.\110\
---------------------------------------------------------------------------

    \110\ See the latest version of the ``EDGAR Company Search,'' 
which allows site visitors to choose to include Forms 3, 4 and 5 
with other company filings in their search results, exclude them 
entirely or display only Forms 3, 4 and 5. This search may be found 
on our Web site at http://www.sec.gov/edgar/searchedgar/companysearch.html.
---------------------------------------------------------------------------

IV. Paperwork Reduction Act

    The amendments contain ``collection of information'' requirements 
within the meaning of the Paperwork Reduction Act of 1995 
(``PRA'').\111\ We published a notice requesting comment on the 
collection of information requirements in the Proposing Release, and 
submitted these requirements to the Office of Management and Budget 
(``OMB'') for review.\112\ These requests are pending before the OMB. 
When we receive OMB clearance, we will publish notice in the Federal 
Register. We did not receive any comments on the Paperwork Reduction 
Act analysis contained in the Proposing Release.
---------------------------------------------------------------------------

    \111\ 44 U.S.C. 3501 et seq.
    \112\ Publication and submission were in accordance with 44 
U.S.C. 3507(d) and 5 CFR 1320.11.
---------------------------------------------------------------------------

    Consistent with the will of Congress, the amendments that affect 
all of these information collections, except for Form ET, generally 
conform the amended rules and forms to the mandated electronic filing 
requirements provided by the amendments to section 16(a) enacted in 
section 403 of the Sarbanes-Oxley Act.
    Compliance with the adopted amendments will be mandatory. The 
information required by the amendments will not be kept confidential by 
the Commission except that the information required by Form ID will be 
kept confidential, subject to a request under the Freedom of 
Information Act.\113\
---------------------------------------------------------------------------

    \113\ 5 U.S.C. 552. The Commission's regulations that implement 
the act are at 17 CFR 200.80 et seq.
---------------------------------------------------------------------------

    An agency may not conduct or sponsor, and a person is not required 
to respond to, an information collection unless it displays a currently 
valid OMB control number. The titles of the

[[Page 25796]]

affected information collections are the EDGAR Forms ID, ET, SE and TH, 
and Exchange Act Forms 3, 4 and 5. The changes made to the proposed 
amendments would not increase the burden estimates for Forms ID, ET, SE 
and TH previously submitted to the OMB.\114\ We expect that the adopted 
amendments will obligate reporting persons to disclose on Forms 3, 4 
and 5 essentially the same information that they are required to 
disclose today.\115\
---------------------------------------------------------------------------

    \114\ See Proposing Release, Part V for a description of, and 
the burden estimates for, Forms ID, ET, SE and TH. The change to the 
proposed amendments that makes temporary hardship exemptions 
unavailable to section 16 reports would reduce the burden estimate 
for Form TH because no additional respondents would file Form TH as 
a result of the adopted amendments. Consequently, the estimated 
annual number of respondents to Form TH and estimated total annual 
hour burden for Form TH would remain at 70 and 23.1, respectively.
    \115\ The addition to Forms 3, 4 and 5 of requirements to 
reference exhibits and amend the forms in a specified manner creates 
an additional burden that is so small it is not quantifiable. The 
other changes to Forms 3, 4 and 5 are minor and do not add any 
collection of information burden.
---------------------------------------------------------------------------

V. Cost-Benefit Analysis

    The adopted amendments relating to mandated electronic filing and 
Web site posting largely represent the implementation of a 
Congressional mandate. As we stated in the Proposing Release, we expect 
these amendments will achieve the same benefits for investors and 
filers that we sought when we first adopted mandated EDGAR rules for 
most filings.\116\
---------------------------------------------------------------------------

    \116\ The expected benefits and costs to those outside the 
Commission from the adopted amendments relating to eliminating Form 
ET and magnetic cartridge transmission are expected to be de 
minimis. Magnetic cartridge transmission rarely is used.
---------------------------------------------------------------------------

    We solicited comment on the expected benefits and costs and on any 
others that could result from adoption of mandated electronic filing 
and Web site posting requirements. We also requested data as to what 
percentage of filings are done by or with the help of the issuer. We 
discuss the responses below.

A. Benefits

    We expect the adopted amendments regarding mandated electronic 
filing and Web site posting to benefit investors and filers.
    Mandated electronic filing should benefit members of the investing 
public and financial community by making information contained in 
Commission filings easily available to them minutes after receipt by 
the Commission and, thereby, make them more likely to access and act 
quickly on the information. The electronic format of the information 
should facilitate research and data analysis. The new accelerated 
section 16(a) filing requirement described above should make quick 
electronic access even more valuable.
    Filers should benefit from changes to the electronic filing system 
specifically designed to make electronic filing easier while continuing 
to provide speedy, secure and reliable delivery.
    The use of EDGAR also will facilitate more efficient storage, 
retrieval and analysis of ownership and transaction information than 
filing in paper. Quicker access to ownership and transaction 
information should not only facilitate review of the information but 
also enhance the Commission's ability to study and address issues that 
relate to this information.
    Web site posting by issuers with corporate Web sites will provide a 
convenient, rapidly disseminated electronic source in addition to EDGAR 
that is conducive to research and data analysis. In general, Web site 
posting will help to make ownership and transaction information more 
broadly accessible.
    Of the commenters that expressed support for some or all of the 
proposed amendments, three cited benefits among those we stated we 
expected to result. All three commenters cited more timely access to 
information. Two commenters cited easier access to information. No 
commenter provided data to quantify the value of benefits identified.

B. Costs

    We expect that the adopted amendments regarding mandated electronic 
filing and Web site posting will result in some costs to insiders and 
issuers. However, we expect that many insiders and issuers will not 
bear the full range of costs resulting from the adoption of these 
amendments for the reasons described below.
    The expected costs of mandated electronic filing consist of both 
initial and ongoing costs. Initial costs are those associated with 
obtaining, completing and sending to the Commission a Form ID to obtain 
filing credentials, and the purchase of compatible computer equipment 
and software. Initial costs further include those associated with 
learning about the electronic filing system, placing the filing data in 
electronic format for the initial electronic filing and subscribing to 
an Internet service provider. Ongoing costs are those associated with 
maintaining the framework developed through the initial costs (for 
example, updating information required by Form ID) and any additional 
costs arising from each subsequent filing (for example, placing the new 
filing data in electronic format).\117\
---------------------------------------------------------------------------

    \117\ Other minor costs could include, for example, preparing a 
filing date adjustment request.
---------------------------------------------------------------------------

    We expect that many insiders will incur few, if any, additional 
costs from electronic filing. We understand that many issuers help 
their insiders or submit the insiders' filings on their behalf. To the 
extent insiders do not receive this assistance, we believe many already 
will have the necessary computer equipment and Internet access to 
enable them to file using the templates that will appear on the 
Commission's Web site. Finally, some insiders already have filed Forms 
ID and gained experience in arranging electronic filing. As previously 
noted, approximately 38% of the Forms 3, 4 and 5 filed in March 2003 
were filed electronically.
    Even issuers that help their insiders to file electronically, 
whether to a greater or lesser extent, are not likely to incur 
additional costs. These issuers already are required to file on EDGAR 
and generally have the needed computer equipment and Internet service 
provider access to enable them to facilitate filing using the templates 
that will appear on the Commission's Web site.
    Issuers should incur relatively few direct costs from the Web site 
posting requirement. Because the requirement applies only to issuers 
that already have a corporate Web site, issuers will not need to incur 
the costs associated with creating or maintaining a Web site. In 
addition, issuers could limit their additional costs associated with 
posting by hyperlinking to a third-party Web site such as EDGAR.\118\
---------------------------------------------------------------------------

    \118\ As previously noted, the expected costs to those outside 
the Commission from the adopted amendments relating to eliminating 
Form ET and magnetic cartridge transmission are expected to be de 
minimis. Magnetic cartridge transmission rarely is used.
---------------------------------------------------------------------------

    Of the commenters expressing concerns in terms of cost or burden, 
most expressed concern about filing hours. Five commenters essentially 
stated that a 5:30 p.m. Eastern time filing deadline would be overly 
burdensome.\119\ As we noted earlier, we are extending the filing 
deadline to 10:00 p.m. Eastern time.
---------------------------------------------------------------------------

    \119\ Twelve commenters supported an extension of the filing 
deadline beyond 5:30 p.m.
---------------------------------------------------------------------------

    Two commenters expressed concern about the burden on issuers that 
satisfy their Web site posting requirement by hyperlinks if we require 
the hyperlinks to be updated with each section 16 report filing. As we 
noted earlier, it is possible, for example, to link to the section 16 
reports relating to an issuer in the EDGAR database on our Web site

[[Page 25797]]

in a manner that does not require an update each time another section 
16 report is filed as to that issuer.
    One commenter stated that a failure to maintain EDGARLink as a 
filing option once the new system is in place would require third-party 
software providers to implement the new requirements outside the normal 
development cycle and, as a result, could place a considerable strain 
on their resources.\120\ As we noted earlier, due to technical and 
resource limitations, we cannot maintain parallel systems.
---------------------------------------------------------------------------

    \120\ As noted earlier, five commenters suggested that insiders 
remain able to file through the EDGARLink system during at least the 
initial few months of the new system.
---------------------------------------------------------------------------

    One commenter suggested that we make minor changes to the current 
EDGARLink approach rather than provide a new system in order to avoid 
overly burdensome costs to disseminators. We believe that approach 
would be inconsistent with our goal of establishing a user-friendly 
system. One commenter stated that if the new system is not user-
friendly, we should not underestimate the costs.

VI. Effect on Efficiency, Competition and Capital Formation

    Section 23(a)(2) of the Exchange Act \121\ requires us, when 
adopting rules under the Exchange Act, to consider the impact that any 
new rule would have on competition. In addition, section 23(a)(2) 
prohibits us from adopting any rule that would impose a burden on 
competition not necessary or appropriate in furtherance of the purposes 
of the Exchange Act. Furthermore, section 2(b) of the Securities 
Act,\122\ section 3(f) of the Exchange Act \123\ and section 2(c) of 
the Investment Company Act require us, when engaging in rulemaking 
where we are required to consider or determine whether an action is 
necessary or appropriate in the public interest, to consider, in 
addition to the protection of investors, whether the action will 
promote efficiency, competition, and capital formation.
---------------------------------------------------------------------------

    \121\ 15 U.S.C. 78w(a)(2).
    \122\ 15 U.S.C. 77b(b).
    \123\ 15 U.S.C. 78c(f).
---------------------------------------------------------------------------

    The adopted amendments regarding mandated electronic filing and Web 
site posting are intended to facilitate the more efficient 
transmission, dissemination, analysis, storage and retrieval of insider 
ownership and transaction information.\124\ This should improve 
investors' ability to make informed investment and voting decisions. 
Informed investment and voting decisions generally promote market 
efficiency and capital formation.
---------------------------------------------------------------------------

    \124\ We believe there will be a de minimis impact from adoption 
of the proposed amendments regarding the elimination of magnetic 
cartridge transmission and Form ET.
---------------------------------------------------------------------------

    In the Proposing Release, we considered the amendments in light of 
the standards set forth in the above statutory sections. We solicited 
comment on whether, if adopted, the proposed amendments would impose a 
burden on competition. We also requested comment on whether, if 
adopted, the proposed amendments would promote efficiency, competition 
and capital formation. Finally, we requested commenters to provide 
empirical data and other factual support for their views if possible.
    While several commenters stated that various aspects of the 
proposed amendments would result in undue burdens, only one commenter 
addressed anti-competitive effects. According to this commenter, the 
new on-line filing system would curtail the private sector business 
that provides software programs that facilitate insider filings. This 
commenter further asserted that this private sector business would 
innovate if not given an early disincentive from developing efficient 
filing systems. We believe that it is very important for insiders to 
have a user-friendly system that they can use relatively easily to 
fulfill their filing obligations. We further believe that such a system 
will not discourage significantly private sector businesses that 
develop filing software because these businesses can provide features 
the new on-line system does not.

VII. Final Regulatory Flexibility Act Analysis

    This Final Regulatory Flexibility Analysis or FRFA, has been 
prepared in accordance with the Regulatory Flexibility Act.\125\ This 
FRFA relates to amendments regarding mandated electronic filing and Web 
site posting of Forms 3, 4 and 5.\126\
---------------------------------------------------------------------------

    \125\ 5 U.S.C. 603.
    \126\ As previously noted, we believe there will be a de minimis 
impact from adoption of the proposed amendments regarding the 
elimination of magnetic cartridge transmission and Form ET.
---------------------------------------------------------------------------

A. Need for the Amendments

    An issuer's insiders use Forms 3, 4 and 5 to report beneficial 
ownership of and trading in equity securities of the issuer. Consistent 
with the will of Congress, the adopted mandated electronic filing and 
Web site posting amendments generally conform the amended rules and 
forms to the mandated electronic filing and Web site posting 
requirements provided by the amendments to section 16(a) enacted in 
section 403 of the Sarbanes-Oxley Act. In addition, we believe the 
proposed amendments will benefit investors, filers and the Commission.

B. Significant Issues Raised by Public Comment

    The Initial Regulatory Flexibility Act Analysis (``IRFA'') appeared 
in the Proposing Release. We requested comment on any aspect of the 
IRFA, including the number of small entities that would be affected by 
the proposals, the nature of the impact, and how to quantify the impact 
of the proposals. We received no comment letters responding to the 
request.

C. Small Entities Subject to the Amendments

    The mandated electronic filing and Web site posting amendments will 
affect small entities that either are insiders that are not natural 
persons or are issuers with a corporate Web site that have a class of 
equity securities registered under Exchange Act section 12.
    Exchange Act Rule 0-10(a) \127\ defines an entity, other than an 
investment company, to be a ``small business'' or ``small 
organization'' if it had total assets of $5 million or less on the last 
day of its most recent fiscal year. As of March 30, 2003, we estimated 
that there were approximately 8840 insiders \128\ and fewer than 2500 
issuers that have a class of equity securities registered under 
Exchange Act section 12, other than investment companies, that may be 
considered small entities. The mandated electronic filing amendments 
will apply to all of these insiders. The mandated Web site posting 
amendments will apply to all of these issuers with corporate Web sites.
---------------------------------------------------------------------------

    \127\ 17 CFR 240.0-10(a).
    \128\ We estimated the number of small entity non-investment 
company insiders based on our estimates of the total number of 
insiders; the percentage of these insiders that are greater than ten 
percent holders; the percentage of these greater than ten percent 
holders that are non-natural persons; and the percentage of these 
non-natural persons that are small entities.
---------------------------------------------------------------------------

    For purposes of the Regulatory Flexibility Act, an investment 
company is a small entity if it, together with other investment 
companies in the same group of related investment companies, has net 
assets of $50 million or less as of the end of its most recent fiscal 
year. As of June, 2002, we estimate that there were 36 closed-end 
investment companies, and 29 business development companies, that are 
``small entities'' for purposes of the Regulatory Flexibility Act that 
possibly could be affected by the amendments.

[[Page 25798]]

D. Projected Reporting, Recordkeeping, and Other Compliance 
Requirements

    Before the effective date of the rule and form amendments adopted 
in this release, insiders may file Forms 3, 4 and 5 in paper or 
electronically and issuers with corporate Web sites need not post Forms 
3, 4 and 5 as to their equity securities on their Web sites. The 
amendments require insiders to file these forms electronically and 
issuers with corporate Web sites to post these forms. Because insiders 
already file these forms in paper, the only additional professional 
skills insiders will need will be those required to file 
electronically. Because the Web site posting requirements apply only to 
issuers that already have corporate Web sites, we believe these issuers 
will need no additional professional skills to post these forms on 
their Web sites. We expect that filing electronically and Web site 
posting will increase costs incurred by some small entities. However, 
we expect that many small entity insiders and small entity issuers will 
not bear the full range of costs resulting from the adoption of these 
amendments for the reasons described below.
    The expected costs of mandated electronic filing consist of both 
initial and ongoing costs. Initial costs are those associated with 
obtaining, completing and sending to the Commission a Form ID to obtain 
filing credentials, and the purchase of compatible computer equipment 
and software. Initial costs further include those associated with 
learning about the electronic filing system, placing the filing data in 
electronic format for the initial electronic filing and subscribing to 
an Internet service provider. Ongoing costs are those associated with 
maintaining the framework developed through the initial costs (for 
example, updating information required by Form ID) and any additional 
costs arising from each subsequent filing (for example, placing the new 
filing data in electronic format).\129\
---------------------------------------------------------------------------

    \129\ Other minor costs could include, for example, preparing a 
filing date adjustment request.
---------------------------------------------------------------------------

    We expect that many small entity insiders will need to incur few, 
if any, additional costs from electronic filing. Some issuers may help 
their small entity insiders or submit the small entity insiders' 
filings on their behalf. To the extent small entity insiders do not 
receive this assistance, we believe many already will have the 
necessary computer equipment and Internet access to enable them to file 
using the templates that will appear on the Commission's Web site. 
Finally, some small entity insiders already may have filed Forms ID and 
gained experience in arranging electronic filing.\130\
---------------------------------------------------------------------------

    \130\ Approximately 38% of the Forms 3, 4 and 5 filed in March 
2003 were filed electronically.
---------------------------------------------------------------------------

    Even those small entity issuers that assist their insiders to file 
electronically, whether to a greater or lesser extent, are not likely 
to incur additional costs. Small entity issuers already are required to 
file on EDGAR and generally have the necessary computer equipment and 
Internet service provider access to enable them to facilitate filing 
using the templates that will appear on the Commission's Web site.
    Small entity issuers should incur relatively few direct costs from 
the Web site posting requirement. Because the requirement applies only 
to those small entity issuers that already have a corporate Web site, 
small entity issuers will not need to incur the costs associated with 
creating or maintaining a Web site. In addition, small entity issuers 
could limit their additional costs associated with posting by 
hyperlinking to a third-party Web site such as EDGAR.

E. Agency Action To Minimize Effect on Small Entities

    As required by the Regulatory Flexibility Act, we have considered 
alternatives that would accomplish our stated objectives, while 
minimizing any significant adverse impact on small entities. In 
connection with the amendments, we considered the following 
alternatives:
    [sbull] The establishment of differing compliance or reporting 
requirements or timetables that take into account the resources 
available to small entities;
    [sbull] The clarification, consolidation, or simplification of 
filing or posting requirements;
    [sbull] The use of performance rather than design standards; and
    [sbull] An exemption from the electronic filing and Web site 
posting requirements, or any part of them, for small entities.
    We believe that differing compliance or reporting requirements or 
timetables for small entities (or a partial or complete exemption) 
would be inconsistent with the will of Congress as reflected in amended 
section 16(a) and the more efficient transmission, dissemination, 
analysis, storage and retrieval of insider ownership and transaction 
information in a manner that will benefit investors, filers and the 
Commission. We did not receive any response to our solicitation of 
comment on whether differing compliance or reporting requirements or 
timetables for small entities would be consistent with the statutory 
mandate and described goals. We believe that the adopted electronic 
filing and Web site posting requirements are clear and straightforward. 
We have attempted to design an electronic filing system for these forms 
that will be simple for all filers to use. Therefore, it does not seem 
necessary to develop separate requirements for small entities. We have 
used design rather than performance standards in connection with the 
electronic filing and Web site posting requirements because we want 
investors to know where to find the information, and want both 
investors and the Commission to be readily able to analyze, store and 
retrieve the information involved. We also want the information 
disseminated to be in a comparable form for both large and small 
issuers. We do not believe that performance standards for small 
entities would be consistent with the purpose of the statutory 
amendments.

VIII. Statutory Basis

    We are adopting the amendments to Regulation S-T, the Code of 
Federal Regulations description of Form 144, Rule 16a-3, and Forms 3, 4 
and 5, and the removal of Form ET under the authority in section 19(a) 
of the Securities Act, sections 3(b), 16, 23(a) and 35A of the Exchange 
Act, section 17(a) of the Public Utility Act, section 319 of the Trust 
Indenture Act, section 30(h) of the Investment Company Act, and section 
3(a) of the Sarbanes-Oxley Act.

Text of Rule Amendments

List of Subjects in 17 CFR Parts 230, 232, 239, 240, 249, 250, 259, 
260, 269 and 274

    Reporting and recordkeeping requirements, Securities.


0
For the reasons set forth above, we amend title 17, chapter II of the 
Code of Federal Regulations as follows.

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

0
1. The authority citation for Part 230 continues to read in part as 
follows:

    Authority: 15 U.S.C. 77b, 77c, 77d, 77f, 77g, 77h, 77j, 77r, 
77s, 77sss, 77z-3, 78c, 78d, 78l, 78m, 78n, 78o, 78t, 78w, 78ll(d), 
78mm, 79t, 80a-8, 80a-24, 80a-28, 80a-29, 80a-30, and 80a-37, unless 
otherwise noted.
* * * * *

0
2. Amend Sec.  230.110 by revising paragraph (b) to read as follows:


Sec.  230.110  Business hours of the Commission.

* * * * *

[[Page 25799]]

    (b) Submissions made in paper. Paper documents filed with or 
otherwise furnished to the Commission may be submitted 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 232--REGULATION S-T--GENERAL RULES AND REGULATIONS FOR 
ELECTRONIC FILINGS

0
3. The authority citation for Part 232 continues to read, in part 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
4. Amend Sec.  232.12 by revising paragraph (b) to read as follows:


Sec.  232.12  Business hours of the Commission.

* * * * *
    (b) Submissions made in paper. Filers may submit paper documents 
filed with or otherwise furnished 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.
* * * * *

0
5. Amend Sec.  232.13 by adding paragraph (a)(4) before the Note to 
read as follows:


Sec.  232.13  Date of filing; Adjustment of filing date.

    (a) General.
* * * * *
    (4) Notwithstanding paragraph (a)(2) of this section, a Form 3, 4 
or 5 (Sec. Sec.  249.103, 249.104 and 249.105 of this chapter) 
submitted by direct transmission on or before 10 p.m. Eastern Standard 
Time or Eastern Daylight Saving Time, whichever is currently in effect, 
shall be deemed filed on the same business day.

    Note: * * *


* * * * *

0
6. Amend Sec.  232.101 by:

0
a. Revising paragraph (a)(1)(iii) (the Notes following the paragraph 
are unchanged);

0
b. Removing paragraph (b)(4); and

0
c. Redesignating paragraphs (b)(5) through (b)(10) as paragraphs (b)(4) 
through (b)(9).
    The revision reads as follows:


Sec.  232.101  Mandated electronic submissions and exceptions.

    (a) * * *
    (1) * * *
    (iii) Statements, reports and schedules filed with the Commission 
pursuant to sections 13, 14, 15(d) or 16(a) of the Exchange Act (15 
U.S.C. 78m, 78n, 78o(d) and 78p(a)), and proxy materials required to be 
furnished for the information of the Commission in connection with 
annual reports on Form 10-K (Sec.  249.310 of this chapter), or Form 
10-KSB (Sec.  249.310b of this chapter) filed pursuant to section 15(d) 
of the Exchange Act.
* * * * *

0
7. Amend Sec.  232.104 by revising paragraph (a) to read as follows:


Sec.  232.104  Unofficial PDF Copies Included in an Electronic 
Submission.

    (a) An electronic submission, other than a Form 3 (Sec.  249.103 of 
this chapter), a Form 4 (Sec.  249.104 of this chapter) or a Form 5 
(Sec.  249.105 of this chapter), may include one unofficial PDF copy of 
each electronic document contained within that submission, tagged in 
the format required by the EDGAR filer manual.
* * * * *
0
8. Amend Sec.  232.201 by revising paragraph (a) introductory text to 
read as follows:


Sec.  232.201  Temporary hardship exemption.

    (a) If an electronic filer experiences unanticipated technical 
difficulties preventing the timely preparation and submission of an 
electronic filing, other than a Form 3 (Sec.  249.103 of this chapter), 
a Form 4 (Sec.  249.104 of this chapter) or a Form 5 (Sec.  249.105 of 
this chapter), the electronic filer may file the subject filing, under 
cover of Form TH (Sec. Sec.  239.65, 249.447, 259.604, 269.10 and 
274.404 of this chapter), in paper format no later than one business 
day after the date on which the filing was to be made.
* * * * *

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

    9. The authority citation for Part 239 is amended by revising the 
subauthority for ``Secs. 239.62, 239.63 and 239.64'' to read 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), 79(e), 79f, 79g, 79j, 
79l, 79m, 79n, 79q, 79t, 80a-8, 80a-24, 80a-26, 80a-29, 80a-30 and 
80a-37, unless otherwise noted.
* * * * *
    Secs. 239.63 and 239.64 also issued under secs. 6, 7, 8, 10 and 
19(a) of the Securities Act (15 U.S.C. 77f, 77g, 77h, 77j and 77s(a)); 
secs. 3(b), 12, 13, 14, 15(d) and 23(a) of the Exchange Act (15 U.S.C. 
78c(b), 78l, 78m, 78n, 78o(d) and 78w(a)); secs. 5, 6, 7, 10, 12, 13, 
14, 17 and 20 of the Holding Company Act (15 U.S.C. 79e, 79f, 79g, 79j, 
79l, 79m, 79n, 79q and 79t); sec. 319(a) of the Trust Indenture Act (15 
U.S.C. 77sss(a)) and secs. 8, 24, 30 and 38 of the Investment Company 
Act (15 U.S.C. 80a-8, 80a-24, 80a-29 and 80a-37).


Sec.  239.62  [Removed and Reserved]

0
10. Remove and reserve Sec.  239.62.


Sec.  239.144  [Amended]

0
11. Amend Sec.  239.144 by removing the seventh sentence in paragraph 
(c).

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

0
12. 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, 77z-3, 
77eee, 77ggg, 77nnn, 77sss, 77ttt, 78c, 78d, 78e, 78f, 78g, 78i, 
78j, 78j-1, 78k, 78k-1, 78l, 78m, 78n, 78o, 78p, 78q, 78s, 78u-5, 
78w, 78x, 78ll, 78mm, 79q, 79t, 80a-20, 80a-23, 80a-29, 80a-37, 80b-
3, 80b-4 and 80b-11, unless otherwise noted.
0
13. Amend 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. Paper documents filed with or 
otherwise furnished to the Commission 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.
* * * * *
0
14. Amend Sec.  240.16a-3 by revising paragraph (h) and adding 
paragraph (k) to read as follows:


Sec.  240.16a-3  Reporting transactions and holdings.

* * * * *
    (h) The date of filing with the Commission shall be the date of 
receipt by the Commission.
* * * * *
    (k) Any issuer that maintains a corporate Web site shall post on 
that Web site by the end of the business day after filing any Form 3, 4 
or 5 filed under section 16(a) of the Act as to the equity securities 
of that issuer. Each such form shall remain accessible on such issuer's 
Web site for at least a 12-month period. In the case of an issuer that 
is an investment company and that does not maintain its own Web site, 
if

[[Page 25800]]

any of the issuer's investment adviser, sponsor, depositor, trustee, 
administrator, principal underwriter, or any affiliated person of the 
investment company maintains a Web site that includes the name of the 
issuer, the issuer shall comply with the posting requirements by 
posting the forms on one such Web site.

PART 249--FORMS, SECURITIES EXCHANGE ACT OF 1934

0
15. The authority citation for Part 249 continues to read in part as 
follows:

    Authority: 15 U.S.C. 78a et seq., unless otherwise noted.

Sec.  249.445  [Removed and Reserved]

0
16. Remove and reserve Sec.  249.445.

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

0
17. 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.

0
18. Amend Sec.  250.21 by revising paragraph (b)(1) to read as follows:


Sec.  250.21  Filing of documents.

    (a) * * *
    (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 by direct transmission, via dial-up modem or 
Internet.
* * * * *

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

0
19. 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.


Sec.  259.601  [Removed and Reserved]

0
20. Remove and reserve Sec.  259.601.


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

0
21. The authority citation for Part 260 continues to read as follows:

    Authority: 15 U.S.C. 77eee, 77ggg, 77nnn, 77sss, 78ll1(d), 80b-
3, 80b-4, and 80b-11.


0
22. Amend 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. Paper documents filed with or 
otherwise furnished to the Commission 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 269--FORMS PRESCRIBED UNDER THE TRUST INDENTURE ACT OF 1939

0
23. 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.

Sec.  269.6  [Removed and Reserved]

0
24. Remove and reserve Sec.  269.6.


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

    25. The authority citation for Part 274 continues to read in part 
as follows:

    Authority: 15 U.S.C. 77f, 77g, 77h, 77j, 77s, 78c(b), 78l, 78m, 
78n, 78o(d), 80a-8, 80a-24, 80a-26, and 80a-29, unless otherwise 
noted.


0
26. Amend Form 3 (referenced in Sec.  249.103 and Sec.  274.202) by:
0
a. Revising General Instruction 3(a);
0
b. Adding a note following General Instruction 3;
0
c. Revising General Instruction 5(b)(v);
0
d. Revising General Instruction 6;
0
e. Adding a new General Instruction 8;
0
f. Removing Item 3 and redesignating Items 4, 5, 6 and 7 to the 
information preceding Table I as Items 3, 4, 5 and 6 to the information 
preceding Table I; and
0
g. Revising newly redesignated Item 5 to the information preceding 
Table I.
    The revisions and additions read as follows:

    Note: The text of Form 3 does not and this amendment will not 
appear in the Code of Federal Regulations.

Form 3 Initial Statement of Beneficial Ownership of Securities

* * * * *
General Instructions
* * * * *

3. Where Form Must Be Filed

    (a) A reporting person must file this Form in electronic format via 
the Commission's Electronic Data Gathering Analysis and Retrieval 
System (EDGAR) in accordance with EDGAR rules set forth in Regulation 
S-T (17 CFR Part 232), except that a filing person that has obtained a 
hardship exception under Regulation S-T Rule 202 (17 CFR 232.202) may 
file the Form in paper. For assistance with technical questions about 
EDGAR or to request an access code, call the EDGAR Filer Support Office 
at (202) 942-8900. For assistance with questions about the EDGAR rules, 
call the Office of EDGAR and Information Analysis at (202) 942-2940.
* * * * *

    Note: If filing pursuant to a hardship exception under 
Regulation S-T Rule 202 (17 CFR 232.202), file three copies of this 
Form or any amendment, at least one of which is signed, with the 
Securities and Exchange Commission, 450 5th Street, NW., Washington, 
DC 20549. (Acknowledgement of receipt by the Commission may be 
obtained by enclosing a self-addressed stamped postcard identifying 
the Form or amendment filed.)

* * * * *

5. Holdings Required To Be Reported

* * * * *
    (b) Beneficial Ownership Reported (Pecuniary Interest).
* * * * *
    (v) Where more than one person beneficially owns the same equity 
securities, such owners may file Form 3 individually or jointly. Joint 
and group filings may be made by any designated beneficial owner. 
Holdings of securities owned separately by any joint or group filer are 
permitted to be included in the joint filing. Indicate only the name 
and address of the designated filer in Item 1 of Form 3 and attach a 
list of the names and addresses of each other reporting person. Joint 
and group filings must include all required information for each 
beneficial owner, and such filings must be signed by each beneficial 
owner, or on behalf of such owner by an authorized person.
    If this Form is being filed in paper pursuant to a hardship 
exemption and the space provided for signatures is insufficient, attach 
a signature page. If this Form is being filed in paper, submit any 
attached listing of names or signatures on another Form 3, copy of Form 
3 or separate page of 8\1/2\ by 11 inch white paper, indicate the 
number of pages comprising the report (Form plus attachments) at the 
bottom of each report page (e.g., 1 of 3, 2 of 3, 3 of 3), and include 
the name of the designated filer and information required by Items 2 
and 3 of the Form on the attachment.
    See Rule 16a-3(i) regarding signatures.
* * * * *

[[Page 25801]]

6. Additional Information

    (a) If the space provided in the line items on the electronic Form 
is insufficient, use the space provided for footnotes. If the space 
provided for footnotes is insufficient, create a footnote that refers 
to an exhibit to the form that contains the additional information.
    (b) If the space provided in the line items on the paper Form or 
space provided for additional comments is insufficient, attach another 
Form 3, copy of Form 3 or separate 8\1/2\ by 11 inch white paper to 
Form 3, completed as appropriate to include the additional comments. 
Each attached page must include information required in Items 1, 2 and 
3 of the Form. The number of pages comprising the report (Form plus 
attachments) shall be indicated at the bottom of each report page 
(e.g., 1 of 3, 2 of 3, 3 of 3).
    (c) If one or more exhibits are included, whether due to a lack of 
space or because the exhibit is, by nature, a separate document (e.g., 
a power of attorney), provide a sequentially numbered list of the 
exhibits in the Form. Use the number ``24'' for any power of attorney 
and the number ``99'' for any other exhibit. If there is more than one 
of either such exhibit, then use numerical subparts. If the exhibit is 
being filed as a confirming electronic copy under Regulation S-T Rule 
202(d) (17 CFR 232.202(d)), then place the designation ``CE'' 
(confirming exhibit) next to the name of the exhibit in the exhibit 
list. If the exhibit is being filed in paper pursuant to a hardship 
exception under Regulation S-T Rule 202 (17 CFR 232.202), then place 
the designation ``P'' (paper) next to the name of the exhibit in the 
exhibit list.
    (d) If additional information is not reported as provided in 
paragraph (a), (b) or (c) of this instruction, whichever apply, it will 
be assumed that no additional information was provided.
* * * * *

8. Amendments

    (a) If this Form is filed as an amendment in order to add one or 
more lines of ownership information to Table I or Table II of the Form 
being amended, provide each line being added, together with one or more 
footnotes, as necessary, to explain the addition of the line or lines. 
Do not repeat lines of ownership information that were disclosed in the 
original Form and are not being amended.
    (b) If this Form is filed as an amendment in order to amend one or 
more lines of ownership information that already were disclosed in 
Table I or Table II of the Form being amended, provide the complete 
line or lines being amended, as amended, together with one or more 
footnotes, as necessary, to explain the amendment of the line or lines. 
Do not repeat lines of ownership information that were disclosed in the 
original Form and are not being amended.
    (c) If this Form is filed as an amendment for any purpose other 
than or in addition to the purposes described in paragraphs (a) and (b) 
of this General Instruction 8, provide one or more footnotes, as 
necessary, to explain the amendment.
* * * * *
Form 3
* * * * *
    5. If Amendment, Date Original Filed (Month/Day/Year)
* * * * *
Table I-- Non-Derivative Securities Beneficially Owned
* * * * *

0
27. Amend Form 4 (referenced in Sec.  249.104 and Sec.  274.203) by:
0
a. Revising General Instruction 2(a);
0
b. Adding a note following General Instruction 2;
0
c. Revising General Instruction 4(b)(v);
0
d. Revising General Instruction 6;
0
e. Adding new General Instruction 9;
0
f. Revising the form heading;
0
g. Removing Item 3 and redesignating Items 4, 5, 6 and 7 to the 
information preceding Table I as Items 3, 4, 5 and 6 to the information 
preceding Table I; and
0
h. Revising newly redesignated Items 3 and 4 to the information 
preceding Table I.
    The revisions and additions read as follows:

    Note: The text of Form 4 does not and this amendment will not 
appear in the Code of Federal Regulations.

Form 4 Statement of Changes in Beneficial Ownership of Securities

* * * * *
General Instructions
* * * * *

2. Where Form Must Be Filed

    (a) A reporting person must file this Form in electronic format via 
the Commission's Electronic Data Gathering Analysis and Retrieval 
System (EDGAR) in accordance with EDGAR rules set forth in Regulation 
S-T (17 CFR Part 232), except that a filing person that has obtained a 
hardship exception under Regulation S-T Rule 202 (17 CFR 232.202) may 
file the Form in paper. For assistance with technical questions about 
EDGAR or to request an access code, call the EDGAR Filer Support Office 
at (202) 942-8900. For assistance with questions about the EDGAR rules, 
call the Office of EDGAR and Information Analysis at (202) 942-2940.

    Note: If filing pursuant to a hardship exception under 
Regulation S-T Rule 202 (17 CFR 232.202), file three copies of this 
Form or any amendment, at least one of which is signed, with the 
Securities and Exchange Commission, 450 5th Street, NW., Washington, 
DC 20549. (Acknowledgement of receipt by the Commission may be 
obtained by enclosing a self-addressed stamped postcard identifying 
the Form or amendment filed.)

* * * * *

4. Transactions and Holdings Required To Be Reported

* * * * *
    (b) Beneficial Ownership Reported (Pecuniary Interest).
* * * * *
    (v) Where more than one beneficial owner of the same equity 
securities must report the same transaction on Form 4, such owners may 
file Form 4 individually or jointly. Joint and group filings may be 
made by any designated beneficial owner. Transactions with respect to 
securities owned separately by any joint or group filer are permitted 
to be included in the joint filing. Indicate only the name and address 
of the designated filer in Item 1 of Form 4 and attach a list of the 
names and addresses of each other reporting person. Joint and group 
filings must include all required information for each beneficial 
owner, and such filings must be signed by each beneficial owner, or on 
behalf of such owner by an authorized person.
    If this Form is being filed in paper pursuant to a hardship 
exemption and the space provided for signatures is insufficient, attach 
a signature page. If this Form is being filed in paper, submit any 
attached listing of names or signatures on another Form 4, copy of Form 
4 or separate page of 8\1/2\ by 11 inch white paper, indicate the 
number of pages comprising the report (Form plus attachments) at the 
bottom of each report page (e.g., 1 of 3, 2 of 3, 3 of 3), and include 
the name of the designated filer and information required by Items 2 
and 3 of the Form on the attachment.
    See Rule 16a-3(i) regarding signatures.
* * * * *

6. Additional Information

    (a) If the space provided in the line items on the electronic Form 
is insufficient, use the space provided for footnotes. If the space 
provided for

[[Page 25802]]

footnotes is insufficient, create a footnote that refers to an exhibit 
to the form that contains the additional information.
    (b) If the space provided in the line items on the paper Form or 
space provided for additional comments is insufficient, attach another 
Form 4, copy of Form 4 or separate 8\1/2\ by 11 inch white paper to 
Form 4, completed as appropriate to include the additional comments. 
Each attached page must include information required in Items 1, 2 and 
3 of the Form. The number of pages comprising the report (Form plus 
attachments) shall be indicated at the bottom of each report page 
(e.g., 1 of 3, 2 of 3, 3 of 3).
    (c) If one or more exhibits are included, whether due to a lack of 
space or because the exhibit is, by nature, a separate document (e.g., 
a power of attorney), provide a sequentially numbered list of the 
exhibits in the Form. Use the number ``24'' for any power of attorney 
and the number ``99'' for any other exhibit. If there is more than one 
of either such exhibit, then use numerical subparts. If the exhibit is 
being filed as a confirming electronic copy under Regulation S-T Rule 
202(d) (17 CFR 232.202(d)), then place the designation ``CE'' 
(confirming exhibit) next to the name of the exhibit in the exhibit 
list. If the exhibit is being filed in paper pursuant to a hardship 
exception under Regulation S-T Rule 202 (17 CFR 232.202), then place 
the designation ``P'' (paper) next to the name of the exhibit in the 
exhibit list.
    (d) If additional information is not reported as provided in 
paragraph (a), (b) or (c) of this instruction, whichever apply, it will 
be assumed that no additional information was provided.
* * * * *

9. Amendments

    (a) If this Form is filed as an amendment in order to add one or 
more lines of transaction information to Table I or Table II of the 
Form being amended, provide each line being added, together with one or 
more footnotes, as necessary, to explain the addition of the line or 
lines. Do not repeat lines of transaction information that were 
disclosed in the original Form and are not being amended.
    (b) If this Form is filed as an amendment in order to amend one or 
more lines of transaction information that already were disclosed in 
Table I or Table II of the Form being amended, provide the complete 
line or lines being amended, as amended, together with one or more 
footnotes, as necessary, to explain the amendment of the line or lines. 
Do not repeat lines of transaction information that were disclosed in 
the original Form and are not being amended.
    (c) If this Form is filed as an amendment for any purpose other 
than or in addition to the purposes described in paragraphs (a) and (b) 
of this General Instruction 9, provide one or more footnotes, as 
necessary, to explain the amendment.
Form 4 Statement of Changes in Beneficial Ownership of Securities
Item 3. Date of Earliest Transaction Required to be Reported (Month/
Day/Year)
Item 4. If Amendment, Date Original Filed (Month/Day/Year)
Table I--Non-Derivative Securities Acquired, Disposed of, or 
Beneficially Owned

0
28. Amend Form 5 (referenced in Sec.  249.105) by:
0
a. Revising General Instruction 2(a);
0
b. Adding a note following General Instruction 2;
0
c. Revising General Instruction 4(b)(v);
0
d. Revising General Instruction 6;
0
e. Adding a new General Instruction 9;
0
f. Revising the form heading;
0
g. Removing Item 3 and redesignating Items 4, 5, 6 and 7 to the 
information preceding Table I as Items 3, 4, 5 and 6;
0
h. Revising newly redesignated Items 3 and 4 to the information 
preceding Table I;
0
i. Adding a sentence immediately below Table I;
0
j. Revising the heading for columns 9 and 10 in Table II.
    The revisions and additions read as follows:

    Note: The text of Form 5 does not and this amendment will not 
appear in the Code of Federal Regulations.

Form 5 Annual Statement of Beneficial Ownership of Securities

* * * * *
General Instructions
* * * * *

2. Where Form Must Be Filed

    (a) A reporting person must file this Form in electronic format via 
the Commission's Electronic Data Gathering Analysis and Retrieval 
System (EDGAR) in accordance with EDGAR rules set forth in Regulation 
S-T (17 CFR part 232), except that a filing person that has obtained a 
hardship exception under Regulation S-T Rule 202 (17 CFR 232.202) may 
file the Form in paper. For assistance with technical questions about 
EDGAR or to request an access code, call the EDGAR Filer Support Office 
at (202) 942-8900. For assistance with questions about the EDGAR rules, 
call the Office of EDGAR and Information Analysis at (202) 942-2940.
* * * * *

    Note: If filing pursuant to a hardship exception under 
Regulation S-T Rule 202 (17 CFR 232.202), file three copies of this 
Form or any amendment, at least one of which is signed, with the 
Securities and Exchange Commission, 450 5th Street, NW., Washington, 
DC 20549. (Acknowledgement of receipt by the Commission may be 
obtained by enclosing a self-addressed stamped postcard identifying 
the Form or amendment filed.)

* * * * *

4. Transactions and Holdings Required To Be Reported

* * * * *
    (b) Beneficial Ownership Reported (Pecuniary Interest).
* * * * *
    (v) Where more than one beneficial owner of the same equity 
securities must report the same transaction or holding on Form 5, such 
owners may file Form 5 individually or jointly. Joint and group filings 
may be made by any designated beneficial owner. Transactions and 
holdings with respect to securities owned separately by any joint or 
group filer are permitted to be included in the joint filing. Indicate 
only the name and address of the designated filer in Item 1 of Form 5 
and attach a list of the names and addresses of each other reporting 
person. Joint and group filings must include all required information 
for each beneficial owner, and such filings must be signed by each 
beneficial owner, or on behalf of such owner by an authorized person.
    If this Form is being filed in paper pursuant to a hardship 
exemption and the space provided for signatures is insufficient, attach 
a signature page. If this Form is being filed in paper, submit any 
attached listing of names or signatures on another Form 5, copy of Form 
5 or separate page of 8\1/2\ by 11 inch white paper, indicate the 
number of pages comprising the report (Form plus attachments) at the 
bottom of each report page (e.g., 1 of 3, 2 of 3, 3 of 3), and include 
the name of the designated filer and information required by Items 2 
and 3 of the Form on the attachment.
    See Rule 16a-3(i) regarding signatures.
* * * * *

6. Additional Information

    (a) If the space provided in the line items on the electronic Form 
is insufficient, use the space provided for footnotes. If the space 
provided for footnotes is insufficient, create a

[[Page 25803]]

footnote that refers to an exhibit to the form that contains the 
additional information.
    (b) If the space provided in the line items on the paper Form or 
space provided for additional comments is insufficient, attach another 
Form 5, copy of Form 5 or separate 8\1/2\ by 11 inch white paper to 
Form 5, completed as appropriate to include the additional comments. 
Each attached page must include information required in Items 1, 2 and 
3 of the Form. The number of pages comprising the report (Form plus 
attachments) shall be indicated at the bottom of each report page 
(e.g., 1 of 3, 2 of 3, 3 of 3).
    (c) If one or more exhibits are included, whether due to a lack of 
space or because the exhibit is, by nature, a separate document (e.g., 
a power of attorney), provide a sequentially numbered list of the 
exhibits in the Form. Use the number ``24'' for any power of attorney 
and the number ``99'' for any other exhibit. If there is more than one 
of either such exhibit, then use numerical subparts. If the exhibit is 
being filed as a confirming electronic copy under Regulation S-T Rule 
202(d) (17 CFR 232.202(d)), then place the designation ``CE'' 
(confirming exhibit) next to the name of the exhibit in the exhibit 
list. If the exhibit is being filed in paper pursuant to a hardship 
exception under Regulation S-T Rule 202 (17 CFR 232.202), then place 
the designation ``P'' (paper) next to the name of the exhibit in the 
exhibit list.
    (d) If additional information is not reported as provided in 
paragraph (a), (b) or (c) of this instruction, whichever apply, it will 
be assumed that no additional information was provided.
* * * * *

9. Amendments

    (a) If this Form is filed as an amendment in order to add one or 
more lines of transaction or ownership information to Table I or Table 
II of the Form being amended, provide each line being added, together 
with one or more footnotes, as necessary, to explain the addition of 
the line or lines. Do not repeat lines of transaction or ownership 
information that were disclosed in the original Form and are not being 
amended.
    (b) If this Form is filed as an amendment in order to amend one or 
more lines of transaction or ownership information that already were 
disclosed in Table I or Table II of the Form being amended, provide the 
complete line or lines being amended, as amended, together with one or 
more footnotes, as necessary, to explain the amendment of the line or 
lines. Do not repeat lines of transaction or ownership information that 
were disclosed in the original Form and are not being amended.
    (c) If this Form is filed as an amendment for any purpose other 
than or in addition to the purposes described in paragraphs (a) and (b) 
of this General Instruction 9, provide one or more footnotes, as 
necessary, to explain the amendment.
* * * * *
Form 5 Annual Statement of Changes in Beneficial Ownership of 
Securities
* * * * *
3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
4. If Amendment, Date Original Filed (Month/Day/Year)
* * * * *
Table I--Non-Derivative Securities Acquired, Disposed of, or 
Beneficially Owned
* * * * *
    Reminder: Report on a separate line for each class of securities 
beneficially owned directly or indirectly.
*If the form is filed by more than one reporting person, see 
instruction 4(b)(v).
Table II--Derivative Securities Acquired, Disposed of, or Beneficially 
Owned (e.g., puts, calls, warrants, options, convertible securities)
* * * * *
9. Number of Derivative Securities Beneficially Owned at End of 
Issuer's Fiscal Year (Instr. 4)
10. Ownership Form of Derivative Securities: Direct (D) or Indirect (I) 
(Instr. 4)
* * * * *


Sec.  274.401  [Removed and Reserved]

0
29. Remove and reserve Sec.  274.401.

By the Commission.

    Dated: May 7, 2003.
Margaret H. McFarland,
Deputy Secretary.
[FR Doc. 03-11824 Filed 5-12-03; 8:45 am]
BILLING CODE 8010-01-P