Adoption of Updated EDGAR Filer Manual

SECURITIES AND EXCHANGE COMMISSION

17 CFR Part 232

[Release Nos. 33-8007; 34-44834; 35-27443; 39-2393; IC-25168] RIN 3235-AG96

Adoption of Updated EDGAR Filer Manual

AGENCY: Securities and Exchange Commission

ACTION: Final rule.

SUMMARY: The Securities and Exchange Commission (the Commission) is adopting revisions to the EDGAR Filer Manual to reflect updates to the EDGAR system made in EDGAR Release 8.0. The new release includes an updated version of EDGARLink (Release 8.0) that filers must now download and use. The new version includes various enhancements to the templates and software. The revisions to the Filer Manual reflect these changes. The updated manual will be incorporated by reference into the Code of Federal Regulations.

EFFECTIVE DATE: October 1, 2001. The incorporation by reference of the EDGAR Filer Manual is approved by the Director of the Federal Register as of October 1, 2001.

FOR FURTHER INFORMATION CONTACT: In the Office of Information Technology, Rick Heroux at (202) 942-8800; for questions concerning Investment Management company filings, Ruth Armfield Sanders, Senior Special Counsel, or Shaswat K. Das, Senior Counsel, Division of Investment Management, at (202) 942-0978; and for questions concerning Corporation Finance company filings, Herbert Scholl, Office Chief, EDGAR and Information Analysis, Division of Corporation Finance, at (202) 942-2940.

SUPPLEMENTARY INFORMATION: Today we are adopting an updated EDGAR Filer Manual (Filer Manual). The Filer Manual describes the technical formatting requirements for the preparation and submission of electronic filings through the Electronic Data Gathering, Analysis, and Retrieval (EDGAR) system.[1] It also describes the requirements for filing using modernized EDGARLink.[2]

[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 July 30, 2001. See Release No. 33-7999 (August 7, 2001) [66 FR 42941].

[2] This is the filer assistance software we provide filers filing on the EDGAR system.

The Filer Manual contains all the technical specifications for filers to submit filings using the new modernized 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]

[3] See Rule 301 of Regulation S-T (17 CFR 232.301).

[4] See Release Nos. 33-6977 (Feb. 23, 1993) [58 FR 14628], IC-19284 (Feb. 23, 1993) [58 FR 14848], 35-25746 (Feb. 23, 1993) [58 FR 14999], and 33-6980 (Feb. 23, 1993) [58 FR 15009] in which we comprehensively discuss the rules we adopted to govern mandated electronic filing. See also Release No. 33-7122 (Dec. 19, 1994) [59 FR 67752], in which we made the EDGAR rules final and applicable to all domestic registrants; Release No. 33-7427 (July 1, 1997) [62 FR 36450], in which we adopted minor amendments to the EDGAR rules; Release No. 33-7472 (Oct. 24, 1997) [62 FR 58647], in which we announced that, as of January 1, 1998, we would not accept in paper filings that we require filers to submit electronically; Release No. 34-40934 (Jan. 12, 1999) [64 FR 2843], in which we made mandatory the electronic filing of Form 13F; Release No. 33-7684 (May 17, 1999) [64 FR 27888], in which we adopted amendments to implement the first stage of EDGAR modernization; Release No. 33-7855 (April 24, 2000) [65 FR 24788], in which we implemented EDGAR Release 7.0.

EDGAR Release 8.0, the most recent step in the Commission's modernization project, will be implemented on September 24, 2001. This release includes a new version of EDGARLink (Release 8.0), which makes certain enhancements to the templates and software. Filers must download and use the updated EDGARLink 8.0 software and templates to ensure their filings will be processed successfully. EDGAR will no longer support earlier versions of EDGARLink. Notice of the update has previously been provided on the EDGAR Filing Web Site, through return notices to filers, and on the Commission's public web site. The discrete updates are reflected on the filing web site, and in the updated Filer Manual.

One benefit of the new release is its update to the Internet Forms Viewer and the Java Runtime Environment software packages, which are incorporated into EDGARLink. This upgrade will make EDGARLink more compatible with newer versions of commercial and custom software already deployed and used by our customers.

Other enhancements facilitate the entry of data for fee-based filings. EDGARLink Release 8.0 contains two new fee pages within Templates 1 and 2: the Fee and Offering Information page and Fee Offset Information page. The Fee and Offering Information page contains fee-related fields: Payor CIK and Payor CCC, Method of Payment and the Fee Paid (if applicable). Also displayed is an Offering Table that replaces the Equity, Debt, Convertible and Other fields. Fee Paid is now required, if applicable to the particular form type, and a suspense error “incorrect fee amount” will be displayed if the amount in the Fee Paid field is less then the calculated fee amount.

The Fee Offset Information page allows the entry of multiple offsets for a single submission. Each offset information row contains the CIK, Form Type, File Number, Offset Filing Date and the Amount. There is also a new automatic fee estimating function within EDGARLink that calculates the fee, based upon data entered by the filer. This function will be kept current through the use of the Fee Rate Table file; this file will be updated by the Commission and will be available for

download by the filers through the EDGAR Filing Web site.

There also have been other enhancements to the EDGARLink Templates 1, 2 and 3. We have updated various fields on the template screens, such as a save icon, to make them clearer and easier to use. Several fields have been relocated to improve the fit of the templates on the filer's monitor. EDGAR now will automatically assign file numbers to new registrants on amendments, when “new” is typed in the File Number field of the new co-registrant. We have also removed fields that were incorrectly displaying for certain form types. Fields now required for particular form types, such as the new fee fields for fee bearing filings and the File Number field for the U-3A-2/A form, will be displayed. A number of form types will now only allow single registrants: 24F-2NT, all OPUR form types, N-6F, N-6F/A, N-54A, N-54A/ A, N-54C and N-54C/A. Co-registrant fields for these form types will not be displayed. The form types N-6C9 and N-6C9/A have been removed from EDGAR.

Along with adoption of the Filer Manual, we are amending Rule 301 of Regulation S-T to provide for the incorporation by reference into the Code of Federal Regulations of today's revisions. This incorporation by reference was approved by the Director of the Federal Register in accordance with 5 U.S.C. 552(a) and 1 CFR part 51.

You may obtain paper copies of the updated Filer Manual at the following address: Public Reference Room, U.S. Securities and Exchange Commission, 450 Fifth Street, NW., Washington DC 20549-0102. We will post electronic format copies on the Commission's Web site; the address for the Filer Manual is http://www.sec.gov/info/edgar/filermanual.htm>. You may also obtain copies from Thomson Financial Corp, the paper and microfiche contractor for the Commission, at (800) 638-8241.

Since the Filer Manual relates solely to agency procedures or practice, publication for notice and comment is not required under the Administrative Procedure Act (APA).[5] It follows that the requirements of the Regulatory Flexibility Act [6] do not apply.

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

[6] 5 U.S.C.601-612.

The effective date for the updated Filer Manual and the rule amendments is October 1, 2001. In accordance with the APA,[7] we find that there is good cause to establish an effective date less than 30 days after publication of these rules. The EDGAR system upgrade to Release 8.0 is scheduled to occur on September 24, 2001. The Commission believes that it is necessary to coordinate the effectiveness of the updated Filer Manual with the scheduled system upgrade.

[7] 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,[8] Sections 3, 12, 13, 14, 15, 23, and 35A of the Securities Exchange Act of 1934,[9] Section 20 of the Public Utility Holding Company Act of 1935,[10] Section 319 of the Trust Indenture Act of 1939,[11] and Sections 8, 30, 31, and 38 of the Investment Company Act of 1940.[12]

[8] 15 U.S.C. 77f, 77g, 77h, 77j and 77s(a).

[9] 15 U.S.C. 78c, 78l, 78m, 78n, 78o, 78w and 78ll.

[10] 15 U.S.C. 79t.

[11] 15 U.S.C. 77sss.

[12] 15 U.S.C. 80a-8, 80a-29, 80a-30 and 80a-37.

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 requirements for filers using modernized EDGARLink are set forth in EDGAR Filer Manual (Release 8.0), Volume I—Modernized EDGARLink, dated September 2001. Additional provisions applicable to Form N-SAR filers are set forth in EDGAR Filer Manual (Release 7.0), Volume II—N-SAR Supplement, dated July 2001. All of these provisions have been incorporated by reference into the Code of Federal Regulations, which action was approved by the Director of the Federal Register in accordance with 5 U.S.C. 552(a) and 1 CFR Part 51. You must comply with these requirements in order for documents to be timely received and accepted. You can obtain paper copies of the EDGAR Filer Manual from the following address: Public Reference Room, U.S. Securities and Exchange Commission, 450 5th Street, NW, Washington, DC 20549-0102 or by calling Thomson Financial Corp 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/filerman.htm>. You can also photocopy the document at the Office of the Federal Register, 800 North Capitol Street, NW, Suite 700, Washington, DC.

Dated: September 24, 2001.

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

[FR Doc. 01-24328 Filed 9-28-01; 8:45 am]

BILLING CODE 8010-01-P