[Federal Register Volume 70, Number 103 (Tuesday, May 31, 2005)]
[Rules and Regulations]
[Pages 30899-30900]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 05-10713]



[[Page 30899]]

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SECURITIES AND EXCHANGE COMMISSION

17 CFR Part 232

[Release Nos. 33-8573; 34-51710; 35-27970; 39-2436; IC-26872]
RIN 3235-AG96


Adoption of Updated EDGAR Filer Manual

AGENCY: Securities and Exchange Commission.

ACTION: Final rule.

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SUMMARY: The Securities and Exchange Commission (the Commission) is 
adopting revisions to the Electronic Data Gathering, Analysis, and 
Retrieval System (EDGAR) Filer Manual to reflect updates to the EDGAR 
system. The revisions are being made primarily to support the amended 
rules and forms adopted by the Commission to address the registration, 
disclosure and reporting requirements for asset-backed securities under 
the Securities Act of 1933 and the Securities Exchange Act of 1934. 
Revisions are also being made to suspend any submission if any of its 
attached files are empty, to upgrade the EDGARLink Java Runtime 
Environment (JRE) from version 1.3 to 1.4.1--03, and to upgrade the 
EDGAR Filing Web site, the OnlineForms Web site and the Filer 
Management Web site to support the latest version of the Netscape 
browser (Netscape 7.x) and drop support for outdated Netscape 4.0x 
through 4.7 browsers.
    The revisions to the Filer Manual reflect changes within Volumes I, 
II and III, entitled ``EDGAR Release 9.0 EDGARLink Filer Manual,'' 
``EDGAR Release 9.0 N-SAR Supplement Filer Manual,'' and ``EDGAR 
Release 9.0 OnlineForms Filer Manual'' respectively. The updated manual 
will be incorporated by reference into the Code of Federal Regulations.

DATES: Effective June 6, 2005. The incorporation by reference of the 
EDGAR Filer Manual is approved by the Director of the Federal Register 
as of June 6, 2005.

FOR FURTHER INFORMATION CONTACT: In the Office of Information 
Technology, Rick Heroux, at (202) 551-8800; for questions concerning 
the asset-backed securities filings, in the Division of Corporation 
Finance, Jennifer G. Williams, at (202) 551-3349; for questions 
concerning the Division of Corporation Finance filings, in the Division 
of Corporation Finance, Herbert Scholl, Office Chief, EDGAR and 
Information Analysis, at (202) 942-2940; for questions concerning the 
Division of Investment Management filings, in the Division of 
Investment Management, Ruth Armfield Sanders, Senior Special Counsel, 
at (202) 551-6989; and, in the Office of Filings and Information 
Services, Shirley Slocum, at (202) 942-8900.

SUPPLEMENTARY INFORMATION: Today we are adopting an updated EDGAR Filer 
Manual (Filer Manual). The Filer Manual describes the technical 
formatting requirements for the preparation and submission of 
electronic filings through the EDGAR system.\1\ It also describes the 
requirements for filing using modernized EDGARLink.\2\
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    \1\ We originally adopted the Filer Manual on April 1, 1993, 
with an effective date of April 26, 1993. Release No. 33-6986 (April 
1, 1993) [58 FR 18638]. We implemented the most recent update to the 
Filer Manual on February 7, 2005. See Release No. 33-8528 (February 
3, 2005) [70 FR 6573].
    \2\ This is the filer assistance software we provide filers 
filing on the EDGAR system.
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    The Filer Manual contains all the technical specifications for 
filers to submit filings using the EDGAR system. Filers must comply 
with the applicable provisions of the Filer Manual in order to assure 
the timely acceptance and processing of filings made in electronic 
format.\3\ Filers should consult the Filer Manual in conjunction with 
our rules governing mandated electronic filing when preparing documents 
for electronic submission.\4\
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    \3\ See Rule 301 of Regulation S-T (17 CFR 232.301).
    \4\ See Release Nos. 33-6977 (February 23, 1993) [58 FR 14628], 
IC-19284 (February 23, 1993) [58 FR 14848], 35-25746 (February 23, 
1993) [58 FR 14999], and 33-6980 (February 23, 1993) [58 FR 15009] 
in which we comprehensively discuss the rules we adopted to govern 
mandated electronic filing. See also Release No. 33-7122 (December 
19, 1994) [59 FR 67752], in which we made the EDGAR rules final and 
applicable to all domestic registrants; Release No. 33-7427 (July 1, 
1997) [62 FR 36450], in which we adopted minor amendments to the 
EDGAR rules; Release No. 33-7472 (October 24, 1997) [62 FR 58647], 
in which we announced that, as of January 1, 1998, we would not 
accept in paper filings that we require filers to submit 
electronically; Release No. 34-40934 (January 12, 1999) [64 FR 
2843], in which we made mandatory the electronic filing of Form 13F; 
Release No. 33-7684 (May 17, 1999) [64 FR 27888], in which we 
adopted amendments to implement the first stage of EDGAR 
modernization; Release No. 33-7855 (April 24, 2000) [65 FR 24788], 
in which we implemented EDGAR Release 7.0; Release No. 33-7999 
(August 7, 2001) [66 FR 42941], in which we implemented EDGAR 
Release 7.5; Release No. 33-8007 (September 24, 2001) [66 FR 49829], 
in which we implemented EDGAR Release 8.0; Release No. 33-8224 
(April 30, 2003) [66 FR 24345], in which we implemented EDGAR 
Release 8.5; Release Nos. 33-8255 (July 22, 2003) [68 FR 44876] and 
33-8255A (September 4, 2003) [68 FR 53289] in which we implemented 
EDGAR Release 8.6; Release No. 33-8409 (April 19, 2004) [69 FR 
21954] in which we implemented EDGAR Release 8.7; Release No. 33-
8454 (August 6, 2004) [69 FR 49803] in which we implemented EDGAR 
Release 8.8; and Release No. 33-8528 (February 3, 2005) [70 FR 6573] 
in which we implemented EDGAR Release 8.10.
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    The revisions are being made primarily to support the amended rules 
and forms adopted by the Commission to address the registration, 
disclosure and reporting requirements for asset-backed securities \5\ 
under the Securities Act of 1933 and the Securities Exchange Act of 
1934. Specifically, we will be adding new submission form types 10-D, 
10-D/A, NT 10-D and NT 10-D/A, new exhibits 33, 34 and 35, and new Form 
8-K items 6.01, 6.02, 6.03, 6.04 and 6.05. There will be a new 
capability available from the EDGAR Filing and the OnlineForms Web 
sites to allow depositors to request the creation of EDGAR access codes 
for issuing entities.
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    \5\ See Release No. 33-8518 (December 22, 2004) [70 FR 1506].
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    In addition, issuing entities will be able to file a prospectus 
filed pursuant to Securities Act Rule 424 as their first filing as a 
co-registrant with the depositor by providing their own central index 
key (CIK), CIK confirmation code (CCC) and ``NEW'' as the file number 
in the co-registrant fields. Form 8-K and Form 8-A will also be able to 
be submitted as the issuing entities first filing.
    Revisions are also being made to suspend any submission if any of 
its attached files are empty and to upgrade the EDGAR Filing Web site, 
the OnlineForms Web site and the Filer Management Web site to support 
the latest version of the Netscape browser (Netscape 7.x) and drop 
support for outdated Netscape 4.0x through 4.7 browsers.
    For EDGAR Release 9.0, the EDGARLink software and submission 
templates 1, 2, 3 and 5 will be updated to support the aforementioned 
submission form type changes. The EDGARLink Java Runtime Environment 
(JRE) will also be upgraded from version 1.3 to 1.4.1--03. It is highly 
recommended that filers download, install, and use the new EDGARLink 
software and submission templates to ensure that submissions will be 
processed successfully. Previous versions of the templates may not work 
properly. Notice of the update has previously been provided on the 
EDGAR Filing Web site and on the Commission's public Web site. The 
discrete updates are reflected on the EDGAR Filing Web site and in the 
updated Filer Manual Volumes.
    Along with adoption of the Filer Manual, we are amending Rule 301 
of Regulation S-T to provide for the incorporation by reference into 
the Code of Federal Regulations of today's

[[Page 30900]]

revisions. This incorporation by reference was approved by the Director 
of the Federal Register in accordance with 5 U.S.C. 552(a) and 1 CFR 
part 51.
    You may obtain paper copies of the updated Filer Manual at the 
following address: Public Reference Room, U.S. Securities and Exchange 
Commission, 100 F Street, NE., Room 1580, Washington DC 20549. We will 
post electronic format copies on the Commission's Web site; the address 
for the Filer Manual is http://www.sec.gov/info/edgar.shtml. You may 
also obtain copies from Thomson Financial Inc, the paper contractor for 
the Commission, at (800) 638-8241.
    Since the Filer Manual relates solely to agency procedures or 
practice, publication for notice and comment is not required under the 
Administrative Procedure Act (APA) \6\ It follows that the requirements 
of the Regulatory Flexibility Act \7\ do not apply.
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    \6\ 5 U.S.C. 553(b).
    \7\ 5 U.S.C. 601-612.
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    The effective date for the updated Filer Manual and the rule 
amendments is June 6, 2005. In accordance with the APA, \8\ we find 
that there is good cause to establish an effective date less than 30 
days after publication of these rules. The EDGAR system upgrade to 
Release 9.0 is scheduled to become available on June 6, 2005. The 
Commission believes that it is necessary to coordinate the 
effectiveness of the updated Filer Manual with the scheduled system 
upgrade.
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    \8\ 5 U.S.C. 553(d)(3).
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Statutory Basis

    We are adopting the amendments to Regulation S-T under Sections 6, 
7, 8, 10, and 19(a) of the Securities Act of 1933,\9\ Sections 3, 12, 
13, 14, 15, 23, and 35A of the Securities Exchange Act of 1934,\10\ 
Section 20 of the Public Utility Holding Company Act of 1935,\11\ 
Section 319 of the Trust Indenture Act of 1939,\12\ and Sections 8, 30, 
31, and 38 of the Investment Company Act of 1940.\13\
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    \9\ 15 U.S.C. 77f, 77g, 77h, 77j, and 77s(a).
    \10\ 15 U.S.C. 78c, 78l, 78m, 78n, 78o, 78w, and 78ll.
    \11\ 15 U.S.C. 79t.
    \12\ 15 U.S.C. 77sss.
    \13\ 15 U.S.C. 80a-8, 80a-29, 80a-30, and 80a-37.
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List of Subjects in 17 CFR Part 232

    Incorporation by reference, Reporting and recordkeeping 
requirements, Securities.

Text of the Amendment

0
In accordance with the foregoing, Title 17, Chapter II of the Code of 
Federal Regulations is amended as follows:

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

0
1. The authority citation for part 232 continues to read 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, 80a-37, and 7201 et seq.; and 18 U.S.C. 1350.
* * * * *

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


Sec.  232.301  EDGAR Filer Manual.

    Filers must prepare electronic filings in the manner prescribed by 
the EDGAR Filer Manual, promulgated by the Commission, which sets out 
the technical formatting requirements for electronic submissions. The 
requirements for filers using modernized EDGARLink are set forth in the 
EDGAR Release 9.0 EDGARLink Filer Manual Volume I, dated June 2005. 
Additional provisions applicable to Form N-SAR filers and Online Forms 
filers are set forth in the EDGAR Release 9.0 N-SAR Supplement Filer 
Manual Volume II, dated June 2005, and the EDGAR Release 9.0 
OnlineForms Filer Manual Volume III, dated June 2005. All of these 
provisions have been incorporated by reference into the Code of Federal 
Regulations, which action was approved by the Director of the Federal 
Register in accordance with 5 U.S.C. 552(a) and 1 CFR Part 51. You must 
comply with these requirements in order for documents to be timely 
received and accepted. You can obtain paper copies of the EDGAR Filer 
Manual from the following address: Public Reference Room, U.S. 
Securities and Exchange Commission, 100 F Street, NE., Room 1580, 
Washington, DC 20549 or by calling Thomson Financial Inc at (800) 638-
8241. Electronic format copies are available on the Commission's Web 
site. The address for the Filer Manual is http://www.sec.gov/info/edgar.shtml. You can also photocopy the document at the National 
Archives and Records Administration (NARA). For information on the 
availability of this material at NARA, call 202-741-6030, or go to: 
http://www.archives.gov/federal_register/code_of_federal_regulations/ibr_locations.html.

    By the Commission.

    Dated: May 19, 2005.
Margaret H. McFarland,
Deputy Secretary.
[FR Doc. 05-10713 Filed 5-27-05; 8:45 am]
BILLING CODE 8010-01-P