Final Rule:
Adoption of Updated EDGAR Filer Manual

SECURITIES AND EXCHANGE COMMISSION

17 CFR Parts 232, 239, 249, 259, 269 and 274

[Release Nos. 33-7752; 34-41986; 35-27081; 39-2376; IC-24075]

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. The Commission is also amending Form ID, the Uniform Application for Access Codes to File on EDGAR.

EFFECTIVE DATE: October 18, 1999. The new edition of the EDGAR Filer Manual (Release 6.60) will be effective on October 18, 1999. The incorporation by reference of the EDGAR Filer Manual is approved by the Director of the Federal Register as of October 18, 1999.

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, Division of Investment Management, at (202) 942-0978; and for questions concerning Corporation Finance company filings, Herbert Scholl 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

The purpose of this new version of EDGAR and the Filer Manual (Release 6.60) is to incorporate changes resulting from the decision by CompuServe, a sub-contractor to TRW the developer of the EDGAR system, to discontinue its EDGAR services as of October 16, 1999. The changes in the Filer Manual are due to the change in the sub-contractor for the public data network for transmission of filings to EDGAR, private mailboxes for receiving EDGAR acceptance/suspension messages, and electronic return copies of filings. The EDGAR bulletin board and the EDGAR company database will no longer be available, but filers may obtain similar information from our Web Site at www.sec.gov and the TRW/UUNET Web Site at www.trw-edgar.com.

Filers who chose to use the TRW/UUNET services may sign up using the Web Site at www.trw-edgar.com by filling out a questionnaire. TRW/UUNET will send new account information and a password. Filers who cannot access the web site can call 703-345-8900 for sign up information. The basic TRW/UUNET service will include five hours of access and a mailbox for messages. There will be additional charges for larger mailboxes and connect time over the basic limit. Those filers who want to use the public data network for transmission to EDGAR, who want a private system (instead of theInternet) for receipt of acceptance/suspense messages, or who want an electronic returned copy of their filings must sign up for this service. To access their new mailboxes, filers must use a standard POP3 mail client. Netscape Communicator, Microsoft Internet Explorer and several other Internet packages provide these clients. The www.trw-edgar.com Web Site contains additional information.

We will install the new EDGAR private mail service on Saturday, October 16, 1999. We will begin delivering messages and return copies to the new mailboxes on Monday, October 18, 1999. We will also make the new public data network available for transmissions on Monday, October 18,1999.

Due to the switch in private mail service, we are making several changes to the EDGAR system that deal with notification and the naming of certain tags. EDGAR will no longer support numeric private mail addresses (e.g., 75200,1024). The format for EDGAR private mail user IDs is 8 to12 upper case alphabetical and numeric characters with an optional dash (-). We have renamed the tag <COMPUSERVE-ID>; the new name is <PRIVATE-MAIL-ID>. We have revised the Filer Manual to reflect the changes described. ⁴

We have revised Form ID,⁵ the Uniform Application for Access Codes to File on EDGAR, to reflect the change in the EDGAR private mail service. We have also included an additional line in the Form ID for an optional Internet e-mail address.

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 and to Form ID will be effective on October 18,1999.

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 ishttp://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 (including Form ID) 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 do not apply.⁷

The effective date for the updated Filer Manual and the rule and form amendments is October 18, 1999. In accordance the APA,⁸ we find that there is good cause to establish an effective date less than 30 days after publication of these rules and forms. The changes in the Filer Manual are due to the change in the sub-contractor for the public data network for transmission of filings to EDGAR, private mailboxes for receiving EDGAR acceptance/suspension messages, and electronic return copies of filings. If the changes do not become effective by October 18, it is likely that the ability of EDGAR users to make filings and send messages would be disrupted. This in turn could disrupt securities offerings or the filing of timely public disclosures. In addition, we find there is good cause for the changes to the Form ID becoming effective in less than 30 days after publication because of the minor and technical nature of those changes.

Statutory Basis

We are adopting the amendments to Regulation S-T and Form ID under Sections 6, 7, 8, 10, and 19(a) of the Securities Act,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.¹³

List of Subjects in

17 CFR Parts 232, 239, 249, 259, 269 and 274

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:

§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 October 1999 edition of the EDGAR Filer Manual: Guide for Electronic Filing with the U.S. Securities and Exchange Commission (Release 6.60) 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 5^th 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.

PART 239 - FORMS PRESCRIBED UNDER THE SECURITIES ACT OF 1933

3.The authority citation for Part 239 continues to read in part as follows:

Authority: 15 U.S.C. 77ddd(c), 77eee, 77ggg, 77hhh, 77iii, 77jjj, 77sss, 78ll(d), unless otherwise noted.

PART 249 - FORMS, SECURITIES EXCHANGE ACT OF 1934

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

Authority: 15 U.S.C. 77ddd(c), 77eee, 77ggg, 77hhh, 77iii, 77jjj, 77sss, 78ll(d), unless otherwise noted.

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

5.The authority citation for Part 259 continues to read in part as follows:

Authority: 15 U.S.C. 77ddd(c), 77eee, 77ggg, 77hhh, 77iii, 77jjj, 77sss, 78ll(d), unless otherwise noted.

PART 269 - FORMS PRESCRIBED UNDER THE TRUST INDENTURE ACT OF 1939

6.The authority citation for Part 269 continues to read in part as follows:

Authority: 15 U.S.C. 77ddd(c), 77eee, 77ggg, 77hhh, 77iii, 77jjj, 77sss, 78ll(d), unless otherwise noted.

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

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

Authority: 15 U.S.C. 77ddd(c), 77eee, 77ggg, 77hhh, 77iii, 77jjj, 77sss, 78ll(d), unless otherwise noted.

The authority citation for Part 269 continues to read as follows:

8.By revising Form ID (referenced in §§239.63, 249.446, 259.602, 269.7 and 274.402 of this chapter) to read as follows:

Note -- The text of Form ID does not appear in the Code of Federal Regulations.

By the Commission.

Jonathan G. Katz
Secretary

October 7, 1999

FOOTNOTES

-[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 June 28, 1999. See Release No. 33-7685 (May 17, 1999) [64 FR 27897].

-[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.

-[4]- In addition, we have revised Appendix C of the Filer Manual to update the pages entitled, "Examples of Document Header Tag Values for Investment Company Exhibits," and we have added examples of header tags for Form N-SAR exhibits.

-[5]- 17 CFR 239.63, 249.446, 259.602, 269.7 and 274.402.

-[6]- 5 U.S.C. 553(b)

-[7]- 5 U.S.C. 601-612

-[8]- 5 U.S.C. 553(d)(3)

-[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.

http://www.sec.gov/rules/final/34-41986.htm