Electronic Data Gathering, Analysis, and Retrieval (EDGAR): Filer Manual— Update adoption and incorporation by reference,

[Federal Register: January 20, 2000 (Volume 65, Number 13)]

[Rules and Regulations]

[Page 3123-3124]

From the Federal Register Online via GPO Access [wais.access.gpo.gov]

[DOCID:fr20ja00-2]

SECURITIES AND EXCHANGE COMMISSION

17 CFR Part 232

[Release Nos. 33-7789; 34-42327; 35-27123; 39-2380; IC-24235]

RIN 3235-AG96

Adoption of Updated EDGAR Filer Manual

AGENCY: Securities and Exchange Commission.

ACTION: Final rule.

SUMMARY: The Commission is adopting an updated edition of the EDGAR Filer Manual and is providing for its incorporation by reference into the Code of Federal Regulations.

EFFECTIVE DATE: January 24, 2000. The new edition of the EDGAR Filer Manual (Release 6.75) will be effective on January 24, 2000. The incorporation by reference of the EDGAR Filer Manual is approved by the Director of the Federal Register as of January 24, 2000.

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

SUPPLEMENTARY INFORMATION: Today we are adopting an updated EDGAR Filer Manual (``Filer Manual''), which describes the technical formatting requirements for the preparation and submission of electronic filings through the Electronic Data Gathering, Analysis, and Retrieval (EDGAR) system.\1\ Filers must comply with the provisions of the Filer Manual in order to assure the timely acceptance and processing of filings made in electronic format.\2\ Filers should consult the Filer Manual in conjunction with our rules governing mandated electronic filing when preparing documents for electronic submission.\3\

\1\ We originally adopted the Filer Manual on April 1, 1993, with an effective date of April 26, 1993. Release No. 33-6986 (Apr. 1, 1993) [58 FR 18638]. We implemented the most recent update to the Filer Manual on October 18, 1999. See Release No. 33-7752 (October 20, 1999) [64 FR 56430].

\2\ See Rule 301 of Regulation S-T (17 CFR 232.301).

\3\ See Release Nos. 33-6977 (Feb. 23, 1993) [58 FR 14628], IC- 19284 (Feb. 23, 1993) [58 FR 14848], 35-25746 (Feb. 23, 1993) [58 FR 14999], and 33-6980 (Feb. 23, 1993) [58 FR 15009] in which we comprehensively discuss the rules we adopted to govern mandated electronic filing. See also Release No. 33-7122 (Dec. 19, 1994) [59 FR 67752], in which we made the EDGAR rules final and applicable to all domestic registrants; Release No. 33-7427 (July 1, 1997) [62 FR 36450], in which we adopted minor amendments to the EDGAR rules; Release No. 33-7472 (Oct. 24, 1997) [62 FR 58647], in which we announced that, as of January 1, 1998, we would not accept in paper filings that we require filers to submit electronically; Release No. 34-40935 (Jan. 12, 1999) [64 FR 2843], in which we made mandatory the electronic filing of Form 13F; and Release No. 33-7684 (May 17, 1999) [64 FR 27888], in which we adopted amendments to implement the first stage of EDGAR modernization.

The purpose of this new version of EDGAR and the Filer Manual (Release 6.75) is to add new form types and delete several old ones.\4\

\4\ We have added the new Williams Act submission types to accommodate the new rules that will become effective January 24, 2000. See Release No. 33-7760 (Oct. 22, 1999) [64 FR 61408].

We have added the following submission types to EDGAR:

SC TO-C--Written communication relating to an issuer or third party tender offer not by the subject company.

SC 14D9-C--Written communication by the subject company relating to a tender offer by a third party.

SC TO-I and SC TO-I/A--Tender offer schedule and amendment filedby the issuer.

SC TO-T and SC TO-T/A--Tender offer schedule and amendment filedby a third party.

425--A prospectus or other communication in connection with business combination transactions.

N-6 and N-6/A--Submission types for registration statements and pre-effective amendments for separate accounts (unit investment trusts) if we adopt our proposed Form N-6.\5\

\5\ See Release Nos. 33-7514; IC-23066 (Mar. 2, 1998) [63 FR 13988], in which we proposed new Form N-6 for insurance company separate accounts that are registered as unit investment trust and that offer variable life policies.

[[Page 3124]]

497AD--Prospectus filedby certain investment companies under Rule 482 \6\(482 ads).\7\ Filers who are required to file 482 ads with us in accordance with Rule 497 and the NOTE to Rule 482(c) should submit their 482 ads under this new submission type.

\6\ 17 CFR 230.482.

\7\ The mandated electronic submissions of rule 101(a)(1)(i) of Regulation S-T [17 CFR 232.101(a)(1)(i)] omcide 482 ads where we require filers to file them with us. See Release 33-7122 at footnote 32 and accompanying text.

Appendices A and B of the Filer Manual contain the descriptions and associated tagging requirements for all of the new submission types. We also have added a new section to Table 6 of Appendix A, entitled, ``Miscellaneous Filings Under the Securities Act.'' This section groups several new and existing submission types (425, DEL AM, RW, AW, and 497AD) used by investment companies to make filings under Securities Act Rules 425, 473, 477, and 482.\8\

\8\ 17 CFR 230.425, 230.473, 230.477, and 230.482.

We have also made the following changes effective after Release 6.75 is issued:

The EDGAR system will no longer support the following form types: SC 13E4 and SC 14D1.

We will add the submission's accession number to the subject line of all notices to filers of acceptance or suspension.

We will revise EDGARLink so that filers will be able to perform a version verify upgrade of the software while in a Windows environment.

Finally, we are amending Rule 301 of Regulation S-T to provide for the incorporation by reference of the Filer Manual into the Code of Federal Regulations, which incorporation by reference was approved by the Director of the Federal Register in accordance with 5 U.S.C. 552(a) and 1 CFR Part 51. The revised Filer Manual and the amendments to Rule 301 will be effective on January 24, 2000.

You may obtain paper copies of the updated Filer Manual at the following address: Public Reference Room, U.S. Securities and Exchange Commission, 450 Fifth Street, N.W., Washington D.C. 20549-0102. We will post electronic format copies on the SEC's Web Site. The SEC's Web Site address for the Filer Manual is http://www.sec.gov/asec/ofis/ filerman.htm. You may also obtain copies from Disclosure Incorporated, the paper and microfiche contractor for the Commission, at (800) 638- 8241.

Since the Filer Manual relates solely to agency procedures or practice, publication for notice and comment is not required under the Administrative Procedure Act (APA).\9\ It follows that the requirements of the Regulatory Flexibility Act \10\ do not apply.

\9\ 5 U.S.C. 553(b).

\10\ 5 U.S.C. 601-612.

The effective date for the updated Filer Manual and the rule amendments is January 24, 2000. In accordance with the APA,\11\ we find that there is good cause to establish an effective date less than 30 days after publication of these rules.

\11\ 5 U.S.C. 553(d)(3).

Statutory Basis

We are adopting the amendments to Regulation S-T under Sections 6, 7, 8, 10, and 19(a) of the Securities Act,\12\ Sections 3, 12, 13, 14, 15, 23, and 35A of the Securities Exchange Act of 1934,\13\ Section 20 of the Public Utility Holding Company Act of 1935,\14\ Section 319 of the Trust Indenture Act of 1939,\15\ and Sections 8, 30, 31, and 38 of the Investment Company Act.\16\

\12\ 15 U.S.C. 77f, 77g, 77h, 77j and 77s(a).

\13\ 15 U.S.C. 78c, 78l, 78m, 78n, 78o, 78w and 78ll.

\14\ 15 U.S.C. 79t.

\15\ 15 U.S.C. 77sss.

\16\ 15 U.S.C. 80a-8, 80a-29, 80a-30 and 80a-37.

List of Subjects in 17 CFR Part 232

Incorporation by reference, Reporting and recordkeeping requirements, Securities.

Text of the Amendment

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

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

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

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

2. Section 232.301 is revised to read as follows:

   Sec. 232.301 EDGAR Filer Manual.

   Filers must prepare electronic filings in the manner prescribed by the EDGAR Filer Manual, promulgated by the Commission, which sets out the technical formatting requirements for electronic submissions. The January 24, 2000 edition of the EDGAR Filer Manual: Guide for Electronic Filing with the U.S. Securities and Exchange Commission (Release 6.75) is incorporated into the Code of Federal Regulations by reference, which action was approved by the Director of the Federal Register in accordance with 5 U.S.C. 552(a) and 1 CFR Part 51. You must comply with these requirements in order for documents to be timely received and accepted. You can obtain paper copies of the EDGAR Filer Manual from the following address: Public Reference Room, U.S. Securities and Exchange Commission, 450 5th Street, N.W., Washington, D.C. 20549-0102 or by calling Disclosure Incorporated at (800) 638- 8241. Electronic format copies are available on the SEC's Web Site. The SEC's Web Site address for the Manual is http://www.sec.gov/asec/ofis/ filerman.htm. Information on becoming an EDGAR e-mail/electronic bulletin board subscriber is available by contacting TRW/UUNET at (703) 345-8900 or at www.trw-edgar.com.

   Dated: January 11, 2000.

   By the Commission. Margaret H. McFarland, Deputy Secretary.

   [FR Doc. 00-1123Filed1-19-00; 8:45 am]

   BILLIING CODE 8010-10-P