Rulemaking for EDGAR System

SECURITIES AND EXCHANGE COMMISSION

17 CFR Parts 232, 240, and 249

[Release Nos. 34-40934; IC-23640. File No. S7-18-97]

RIN 3235-AG97

Rulemaking for EDGAR System

AGENCY: Securities and Exchange Commission.

ACTION: Final rule.

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SUMMARY: The Securities and Exchange Commission (``Commission'') is

adopting amendments to require electronic filing of Form 13F by

institutional investment managers through use of the Commission's

Electronic Data Gathering, Analysis, and Retrieval (``EDGAR'') system.

After the compliance date, institutional investment managers must

submit all filings of Form 13F reports by either direct transmission,

magnetic tape, or

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diskette, giving these reports the same degree of availability to the

public as other electronic filings with the Commission.

DATES: Effective Date: February 18, 1999.

Compliance Date: April 1, 1999. Only those Form 13F reports

(including amendments to previously filed reports) filed on or after

April 1, 1999, must comply with the mandatory electronic filing

requirements of Regulation S-T as amended. Beginning on the Effective

Date and prior to the Compliance Date, institutional investment

managers may submit Form 13F reports (including amendments to

previously filed reports) either electronically (EDGAR submission type

13F-HR or 13F-NT, as appropriate), in paper on the form as amended, or

electronically on Form 13F-E. As of the Compliance Date, filers may no

longer submit reports on Form 13F-E, which is removed as of that date.

FOR FURTHER INFORMATION CONTACT: In the Division of Investment

Management, for questions concerning the electronic filing of Form 13F

reports, Ruth Armfield Sanders, Senior Counsel, or Bruce R. MacNeil,

Staff Attorney, at (202) 942-0591; for questions concerning substantive

Form 13F reporting requirements, Stephan N. Packs, Staff Attorney, at

(202) 942-0660.

SUPPLEMENTARY INFORMATION: The Commission is adopting amendments to

require mandatory electronic filing of Form 13F 1 by

institutional investment managers in accordance with the Commission's

rules implementing the EDGAR system.2 The changes affect

Regulation S-T; rules 13f-1 and 13f-2 3 under Section 13(f)

4 of the Securities Exchange Act of 1934 (the ``Exchange

Act''); 5 and Forms 13F and 13F-E 6 under the

Exchange Act.

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\1\ 17 CFR 249.325.

\2\ For a comprehensive discussion of the rules adopted by the

Commission governing mandated electronic filing, 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). See also Release No. 33-7072 (July 8, 1994

(59 FR 36258), relating to implementation of Financial Data

Schedules; Release No. 33-7122 (Dec. 19, 1994) (59 FR 67752), making

the EDGAR rules final and applicable to all domestic registrants and

adopting minor amendments to the EDGAR rules; Release Nos. 33-7241

(Nov. 13, 1995) (60 FR 57682) and 33-7427 (July 1, 1997), adopting

certain technical amendments to the EDGAR rules; and Release No. 33-

7539 (May 19, 1998) (63 FR 29104) adopting an updated EDGAR Filer

Manual, version 5.50 (the ``EDGAR Filer Manual'').

\3\ 17 CFR 240.13f-1 and 240.13f-2.

\4\ 15 U.S.C. 78m(f).

\5\ 15 U.S.C. 78a et seq.

\6\ 17 CFR 249.326.

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I. Background and Amendments

In February 1993, the Commission adopted Regulation S-T, governing

electronic filing, and a number of amendments to its rules, schedules

and forms, to implement the EDGAR system and require registrants whose

filings are processed by the Division of Corporation Finance and the

Division of Investment Management to submit most of their filings

electronically. A graduated phase-in process to mandatory electronic

filing began on April 26, 1993, and ended on May 6, 1996, when all

filers became subject to mandatory electronic filing.

Regulation S-T designated most filings as mandatory electronically

filings. However, the regulation designated some filings, such as Form

13F, as permitted but not mandated electronic filings.

The Commission has gained substantial experience with the EDGAR

system and its implementing regulations since the first mandated

filings were made in April 1993 and has decided to amend Regulation S-T

to require Form 13F to be filed electronically. The public interest in

having these reports, along with other filings, available

electronically has increased, and the Commission believes that these

reports should have the same degree of availability as other Commission

filings.

A. General

Form 13F reports are filed by institutional investment managers to

report certain equity securities holdings of accounts over which they

exercise investment discretion.7 During phase-in to

mandatory electronic filing, filers were not required to file Form 13F

reports electronically. Institutional investment managers could file

Form 13F reports electronically on Form 13F-E, the electronic version

of Form 13F, on a voluntary basis.8 After filer phase-in was

completed, the Commission proposed to make electronic filing of Form

13F mandatory.9

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\7\ Section 13(f)(1) of the Exchange Act (15 U.S.C. 78m(f)(1))

requires any institutional investment manager exercising investment

discretion over accounts holding at least $100 million in fair

market value of certain equity securities to file reports on Form

13F with the Commission at the times set forth in rule 13f-1 (17 CFR

240.13f-1).

\8\ In the EDGAR Pilot system and following the opening of the

operational EDGAR system, institutional investment managers could

file Form 13F reports on Form 13F-E, under temporary rule 13f-2(T)

(17 CFR 240.13f-2(T)), proposed in Release No. 34-23694 (Oct. 8,

1986) (51 FR 37291), adopted in Release No. 34-24206 (Mar. 12, 1987)

(52 FR 9151), amended to govern the filing of Form 13F on

operational EDGAR in Release No. IC-18664 (Apr. 20, 1992) (57 FR

18223), and made permanent with minor amendments in Release No. IC-

19284. See former Rule 101(b)(7) of Regulation S-T (17 CFR

232.101(b)(7)).

\9\ See Release No. 34-38800 (July 1, 1997) (62 FR 36467) (the

``Proposing Release'').

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Unlike other EDGAR submissions, which are prepared and filed as

``free text'' documents, filers must prepare Form 13F-E reports as a

structured file with a position-sensitive layout of data

records.10 To help ensure that filers use the specified

structure, the Commission required filers to submit Form 13F-E reports

by magnetic tape. Form 13F-E reports consisted of large numbers of

similar data records, and magnetic tape filings provided an efficient

means of standardizing the filing format and facilitating automated and

accurate transfer and tabulation of the reported data.11 The

standardized format also was used by EDGAR, which performed some

predissemination processing of the filings. Successful pre-

dissemination processing 12 depended directly on the filer's

compliance with the format requirements for the form.

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\10\ Instructions for filing Form 13F-E electronically appeared

in the form and in the EDGAR Filer Manual.

\11\ Section 13(f)(3) of the Exchange Act requires the

Commission to tabulate the information reported under section

13(f)(1). Disclosure Inc., under contract with the Commission,

tabulates the reported securities holdings both by the issuer of the

securities being held (showing the portfolio manager whose clients

hold the securities) and by reporting portfolio manager (showing the

securities being held by each reporting portfolio manager). These

tabulations are available in the Commission's public reference room

in both hard copy and computerized (CD-ROM) form.

\12\ Pre-dissemination processing of Form 13F-E included

pagination, insertion of column headings on each page, and make-up

of a cover page for the filing using data elements tagged by the

filer.

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Electronic filing of reports on Form 13F-E was optional because

many filers did not have the ability to produce magnetic tape filings.

Only about five percent of the approximately 2,000 filers of Form 13F

chose to file the form electronically on Form 13F-E.

The Commission is aware of increasing interest in the electronic

availability of reports on Form 13F.13 For example, the

Commission believes that investors would find the information contained

in Form 13F filings useful in tracking institutional investor holdings

in their investments and that issuers, too, would find detail as to

institutional investor holdings useful because much of their

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shareholder list may reflect holdings in ``street name'' rather than

beneficial ownership. Mandatory electronic dissemination of this data

will help ensure timely and efficient dissemination of this important

information. The Commission believes that these reports should have the

same degree of availability as other filings with the Commission, and

that electronic filing will speed their dissemination in accordance

with the intent of Congress.14 The legislative history of

Section 13(f) states that

\13\ Only the Form 13F reports filed voluntarily through the

EDGAR system on Form 13F-E were disseminated electronically and

available on the Commission's internet web site, whereas other

public disclosure filings, which filers must file electronically on

EDGAR, are disseminated electronically and are available on the

Commission's web site. The staff routinely receives telephone

requests for information on how to find Form 13F reports on EDGAR.

\14\ See, e.g., Senate Report No. 94-75, accompanying S. 249. In

connection with the addition of Section 13(f) of the Exchange Act,

that report states that ``(o)ne of the important purposes of the

bill would be dissemination of the institutional disclosure data to

the public. Accordingly, except where confidential treatment is

appropriate, the SEC would be required to tabulate the information

in a manner which enhances its usefulness to other federal and state

authorities and the public and to make the information contained

therein conveniently available to the public for a reasonable fee.''

(Emphasis added.)

See also Joint Explanatory Statement of the Committee of

Conference (``The Senate bill and the House amendment contained

provisions requiring institutional investment managers which

exercised investment discretion over accounts holding certain levels

of specified securities to make periodic public disclosures of

significant portfolio holdings and transactions.'' (Emphasis added.)

and Release Nos. 34-13396 (Mar. 22, 1977) (42 FR 13396 (Mar. 30,

1977)) and 34-14852 (June 15, 1978) (43 FR 26700 (June 22, 1978)),

proposing and adopting the filing and reporting requirements

relating to institutional investment managers.

Because rapid dissemination of the institutional disclosure

information to the public is a fundamental purpose of the bill, and

rapid dissemination would be materially enhanced by submission of

the information to the SEC in a computer processable form, the bill

is drawn broadly enough to enable the SEC to adopt rules * * *

requiring submission of such information in computer processable

form as well as in narrative form by all institutional disclosure

respondents.15

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\15\ Senate Report No. 94-75, accompanying S. 249. (Emphasis

added.)

Sixteen commenters submitted written comments on the rules

proposals. Seven commenters were individuals; seven were institutional

investment managers (or their counsel); one was an industry group

representative; and one was an EDGAR service provider. Twelve of these

commenters supported the proposals. The industry group representative

did not object to the proposal but suggested that the Commission defer

making mandatory the electronic filing of Form 13F reports until the

anticipated modernization of EDGAR. The Commission believes, however,

that the modernization of EDGAR is not likely to materially affect the

electronic filing of Form 13F reports. Further, the Commission believes

that the benefit to the public of the improved efficiency of

dissemination that would accompany electronic filing would outweigh any

benefit to filers from such a deferral of mandatory electronic filing.

One institutional manager commented that it believed the proposals

would benefit persons other than those originally intended. The

commenter interpreted the original intent of the reporting requirement

to be Commission oversight in regulating the markets, rather than

public availability of the information. The legislative history,

however, makes clear that Congress intended the information to be

public.16

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\16\ See supra notes and 15.

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The Commission believes that there is wide support for the

proposals and that the resulting electronic availability of Form 13F

reports would benefit the investing public.17 Further,

adoption of the proposals would result in more uniform treatment of

public filings made with the Commission by reporting entities and

third-party filers. The legislative history supports the view that the

Commission should make publicly filed Form 13F reports readily and

quickly available to the public. Therefore, the Commission is now

adopting rule amendments, substantially as proposed, to make the

electronic filing of Form 13F reports mandatory and providing for the

filing of these reports by direct transmission and diskette as well as

by magnetic tape. The Commission is not applying the detailed

formatting requirements of Form 13F-E to the mandatory electronic

submission of Form 13F reports, a requirement which no commenter

supported and to which seven commenters objected. Instead, consistent

with the proposals, the Commission is requiring that filers prepare

reports on Form 13F as they do other submissions made electronically on

the EDGAR system.

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\17\ See supra note 13.

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Three commenters expressed the need for additional time for

``phasing in'' to mandatory electronic filing of the Form 13F reports,

with two commenters suggesting a twelve-month transition. While the

Commission believes that some transition time is appropriate, the

Commission also believes that the electronic filing of Form 13F reports

will not be complicated, since the electronic submission does not

require detailed formatting. Therefore, the Commission is allowing

filers the option of filing either electronically or in paper under the

form as amended, or electronically on Form 13F-E, for the first quarter

following the effective date of the rule amendments with electronic

filing becoming mandatory pursuant to Rules 14 and 101(a)(1)(iii) of

Regulation S-T as of the next quarter.18 This schedule will

allow a sufficient transition period to mandatory electronic filing.

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\18\ 17 CFR 232.14 and 232.101(a)(1)(iii). Rule 14 provides that

the Commission will not accept in paper format any filing required

to be submitted electronically, unless the filing satisfies the

requirements for a temporary or continuing hardship exemption. See

Release No. 33-7472 (Oct. 24, 1997) (62 FR 58647) (effective date

Jan. 1, 1998).

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B. Changes to Rule 13f-1 and Form 13F

The Commission is amending rule 13f-1 to address the requirements

for filing amendments to reports on Form 13F and is amending Form 13F,

as described below.19

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\19\ The revisions to Form 13F are designed to accommodate more

easily the preparation of the form as an electronic filing. The

Commission also is removing Form 13F-E and rule 13f-2 (17 CFR

240.13f-2), which governed the filing of Form 13F-E on EDGAR.

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Institutional investment managers must continue to file in paper

requests for confidential treatment 20 of Form 13F report

information and the Form 13F report information for which confidential

treatment is requested.21 Upon denial of a confidential

treatment request, or the expiration of confidential treatment

previously granted, the filer is required to submit the Form 13F report

electronically for public dissemination. Based on current estimates,

each quarter, following the expiration of confidential treatment

previously granted, approximately 50 managers would have to re-submit

electronically the Form 13F report information that they previously

submitted in paper in

[[Page 2846]]

connection with their requests for confidential treatment.

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\20\ Requests for confidential treatment are filed for reasons

set forth in section 13(f)(3) of the Exchange Act (15 U.S.C.

78m(f)(3)). Instruction D of previous Form 13F refers to that

section and provides instructions for requesting confidential

treatment for securities held by the account of a natural person or

an estate or trust (other than a business trust or investment

company) and for securities subject to certain types of trading

strategies. Instructions for Confidential Treatment Requests for

revised Form 13F include the same provisions.

Confidential treatment requests can be granted only under

certain limited circumstances. The staff recently specified

procedures for requesting confidential treatment. See Letter to

Section 13(f) Confidential Treatment Filers (pub. avail. June 17,

1998).

\21\ This is consistent with the treatment of other requests for

confidential treatment under the EDGAR system. See Rule 101(c)(1)(i)

(17 CFR 232.101(c)(1)(i)).

A Manager filing confidential information should comply with the

provisions of paragraph (b) of Exchange Act rule 24b-2 (17 CFR

240.24b-2) by including on the Summary Page of its public Form 13F

report (after the Report Summary and prior to the List of Other

Included Managers) a statement that confidential information has

been omitted from the public Form 13F report and filed separately

with the Commission. See Instructions for Confidential Treatment

Requests for Form 13F. See also infra notes 25 and 26 and

accompanying text.

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1. Rule 13f-1

The Commission is revising rule 13f-1 by adding, as proposed, a new

subparagraph governing the filing of amendments to Form

13F.22 As proposed, the new paragraph would require that

each amendment to a Form 13F report either restate the form in its

entirety, as amended, or designate the amendment as containing only

additions to the previous filed report. The rule amendments also would

provide for the sequential numbering of amendments.

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\22\ See paragraph (a)(2) of rule 13f-1 (17 CFR 240.13f-

1(a)(1)).

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The Commission received only one comment on this proposed revision:

one institutional investment manager believed that the sequential

numbering of amendments was beneficial but objected to the requirement

to restate in its entirety an amendment that was not solely to provide

additional information. That commenter believed that restatement would

be burdensome to large filers and potentially confusing to the

investing public. The Commission has considered possible alternatives

and believes that those alternatives offer greater possibility for

confusion than the Commission's proposal because of the additional

complexity that the alternatives would introduce. Moreover, the

Commission anticipates that most filers will automate their report

processing, having them available electronically, rendering the

requirement to resubmit in its entirety an amended report not overly

burdensome. Therefore, the Commission is requiring each amendment to a

Form 13F report to either restate the form in its entirety, as amended,

or designate the amendment as containing only additions to the previous

filed report.

2. Form 13F

The revised Form 13F is being adopted as proposed. The revised Form

13F as adopted is in a three-part format, consisting of a Form 13F

Cover Page (the ``Cover Page''), a Form 13F Summary Page (the ``Summary

Page''), and a Form 13F Information Table (the ``Information

Table'').23 The contents of each of these parts, as well as

the content of certain form instructions, are summarized below. One

institutional manager strongly supported the inclusion of the Cover

Page (with its designation of report as holdings, notice or combination

report) and the Summary Page, noting that these features were

``beneficial to the public'' and would ``enhance the access to and

usefulness of information reported on Form 13F.''

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\23\ See Special Instruction 1 for Form 13F.

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Cover Page. The Cover Page includes the information

included in previous Form 13F, such as the period end date; the name

and address of the institutional investment manager filing the report;

the signature, name, title and phone number of the person signing the

report; and, if applicable, a List of Other Managers Reporting for this

Manager. The Cover Page also provides for identification of a filing

that is an amendment; the inclusion of the Form 13F file number of the

manager filing the report; and the designation of the report as one

that names other reporting manager(s) reporting for the filer, reports

holdings over which the reporting manager exercises discretion, or does

both.24

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\24\ See Special Instructions 3 through 6 for Form 13F.

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Summary Page. The Summary Page includes a List of Other

Included Managers for which the filer is reporting 25 and a

Report Summary. The Report Summary contains the Number of Other

Included Managers, an Information Table Entry Total, and an Information

Table Value Total.26 These three items are designed to

provide a useful and convenient summary of key information included

elsewhere in the report and also provide a means for cross-checking to

ensure that the report as accepted and disseminated is the complete

report the institutional investment manager intended to file.

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\25\ See Special Instruction 8 for Form 13F. The Commission is

eliminating the previous requirement of Forms 13F and 13F-E that to

list the other included managers alphabetically. The one

institutional manager commenting supported this change.

\26\ See Special Instruction 7 for Form 13F.

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Information Table. The Information Table calls for the

same information as Items 1 through 8 of previous Form

13F.27

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\27\ See Special Instruction 12 for Form 13F. See infra footnote

and accompanying text concerning a comment received on the contents

of the Information Table.

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Certain Instructions. General Instruction 3 for Form 13F

states the requirement that the manager file copies of the form with

the appropriate regulatory agency.28 This instruction

clarifies that the manager may satisfy its obligation to file with

another regulatory agency by sending a printed copy of the EDGAR filing

with the confidential EDGAR access codes (password and password

modification access code) removed or blanked out.

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\28\ See General Instruction C for previous Form 13F.

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General Instruction 4 retains a reference to the Official List of

Section 13(f) Securities (the ``13F List'').29 The 13F List

published by the Commission lists the securities the holdings of which

the manager is to report on Form 13F. Form 13F filers may rely on the

current 13F List in determining whether they need to report any

particular securities holding. Paper copies are available for a fee

from the Securities and Exchange Commission, Public Reference Room, 450

Fifth Street, NW, Washington, DC 20549.

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\29\ See General Instruction E for previous Form 13F and rule

13f-1(c) (17 CFR 240.13f-1(c)).

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Two commenters (the industry group representative and one

institutional manager) suggested that the Commission make the 13F List

available on its internet web site as well as in paper. The commenters

suggested that web site availability of the 13F List would enable

filers to facilitate the preparation of their Form 13F reports. The

Commission is studying the feasibility of placing the 13F List on its

web site.

Special Instruction 13 includes guidance on the preparation of Form

13F for electronic filing, addressing such topics as maximum line

length, page tag requirements, and selection of EDGAR submission types.

One commenter expressed concern that filers may encounter formatting

problems in complying with the maximum line length requirement (i.e.,

no line in the Information Table may exceed 132 characters in length).

Because this requirement is standard for all electronic documents

currently filed with the Commission via the EDGAR system, including

reports on current Form 13F-E, the Commission believes that filers can

resolve any formatting problems prior to the mandatory electronic

filing compliance date.

C. Changes to Regulation S-T

Regulation S-T, which governs the preparation and submission of

electronic filings to the Commission, is amended as described below in

connection with the mandatory electronic submission of Form 13F:

Rule 101(a)(1)(iii) of Regulation S-T. The Regulation S-T

list of mandated electronic submissions is revised to remove the

exclusion of Form 13F from the list of mandated electronic filings.

Institutional investment managers must file Form 13F reports on and

after the April 1, 1999, mandatory compliance date, in accordance with

this rule and

[[Page 2847]]

rule 14 of Regulation S-T governing mandatory electronic submissions.

Rule 101(b)(7) of Regulation S-T. This paragraph is

removed as of the Compliance Date, since Form 13F reports will fall

within the provisions of rule 101(a)(1)(iii). After the Compliance

Date, a manager may not submit reports on Form 13F-E.

D. Comments Received

The Commission requested comment generally on its proposal to make

the electronic submission of reports on Form 13F mandatory. Additional

comments received by the Commission are discussed below.

Six individual commenters believed that managers should submit Form

13F reports more frequently and on a more timely basis, e.g., within

five days of the end of each month. Section 13(f)(1), however, limits

the Form 13F reporting period: ``in no event shall such reports be

filed for periods longer than one year or shorter than one quarter.''

The industry group representative, noting that the Commission had not

proposed any change to the required frequency or deadlines for filing

Form 13F reports, stated that the current filing deadlines remain

appropriate. It believed that, even with automated processing of the

Form 13F reports, including electronic availability of the 13F List,

filers would still need sufficient time to compile and file the reports

with the Commission, a sentiment echoed by at least one other

commenter. One institutional manager commenter objected to the manner

of reporting investment discretion in the Information

Table.30

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\30\ Neither this nor any other information to be presented in

the Information Table differs from that previously required in Form

13F reports.

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The Commission did not propose to change Form 13F substantive

reporting requirements in connection with making the electronic filing

of this report mandatory. Therefore, the Commission is deferring

consideration of the above comments until the substantive requirements

of Form 13F become the subject of rulemaking.

II. Dates

The rule and form amendments are effective on February 18, 1999

(the ``Effective Date''). Only those Form 13F reports (including

amendments to previously filed reports) filed on and after April 1,

1999 (the ``Compliance Date''), must comply with rules 14 and

101(a)(1)(iii) of Regulation S-T.31 Beginning on the

Effective Date and prior to the Compliance Date, institutional

investment managers may submit Form 13F reports (including amendments

to previously filed reports) either electronically (EDGAR submission

type 13F-HR or 13F-NT, as appropriate), in paper on the form as

amended, or electronically on Form 13F-E. As of the Compliance Date,

institutional investment managers may no longer submit reports on Form

13F-E, since Form 13F-E is removed as of the Compliance Date.

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\31\ As with its other rules, the Commission will use any

appropriate means, including its authority to bring legal actions,

to enforce the electronic filing rules. See supra note 18.

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III. Cost-Benefit Analysis

To assist the Commission in its evaluation of the costs and

benefits that may result from the proposed changes contained in this

release, commenters were requested to provide their views and data

relating to any costs and benefits associated with these proposals. The

Commission anticipated that these proposals would not affect

significantly the costs and burdens associated with filing requirements

generally, or specifically with respect to electronic filing.

The Commission received only two comments in response. One

institutional manager commented that, while it recognized that the

proposals would make Form 13F reports available more quickly, it

believed that the costs outweighed the benefits, estimating that

electronic filing would require a substantial investment of time and

resources and that the benefits would be incremental and accrue only to

select groups of investors who use the material. Another institutional

manager also believed that the costs outweighed the benefits, in light

of its expressed belief that the original intent of the reporting

requirement was Commission oversight, not public availability of the

information.32

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\32\ See supra notes 14 and 15 and accompanying text.

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Because, as of the end of the Proposing Release's notice and

comment period, only two commenters had responded concerning the

potential costs of the proposal, the Commission staff determined that

it was appropriate to obtain additional cost-benefit information.

Therefore, the staff contacted a limited number of other Form 13F

report filers to obtain their input on the estimated costs to convert

to filing Form 13F reports electronically as proposed.

The staff contacted a total of nine Form 13F report filers, some

from each of the following three categories: (1) Filers who currently

file Form 13F-E reports on EDGAR by magnetic tape; (2) filers who file

Form 13F reports in paper but who make other EDGAR filings; and (3)

filers who file Form 13F reports in paper and either (a) make no EDGAR

filings or (b) make only Form 13D and/or Form 13G EDGAR filings. The

staff asked filers for their estimated costs to file Form 13F reports

electronically in accordance with the proposals and whether these costs

would be greater than their current costs. If the costs were greater,

the staff requested the respondent to distinguish between start-up

costs and recurring costs. Finally, the staff asked whether filers

envisioned any benefits from filing Form 13F reports electronically in

accordance with the proposals.

Six filers provided information on compliance costs. Three filers

responded that they would incur no additional cost. One said that its

outside service provider would charge no additional fee for filing Form

13F reports on EDGAR when Form 13F reports became mandatory electronic

filings. Two other filers expected to convert their existing programs

to EDGAR format without additional costs because they could reassign

personnel working on the paper filing to the electronic filing.

Two filers anticipated modest cost increases. These filers expected

to incur costs of between $50 to $300 to convert to EDGAR filing as

proposed. One filer estimated that a one-time additional cost would

result from purchasing EDGAR software and manuals from the Commission.

Another filer estimated a cost of approximately $265; this estimate

included a one-time cost of $65 to upgrade current computer equipment

for assembling the Form 13F report and an annual recurring cost of $800

to be paid to their outside service provider.

Finally, one filer expected to incur additional one-time costs of

$18,000 to reprogram the filer's computer system to convert to

electronic filing. The filer's ongoing cost for estimated additional

personnel hours was approximately $16,000 per year based on four

quarterly filings. This filer also envisioned a benefit because it

believed that the proposed Form 13F report would be easier both to

format and to file than the current form.

Among the benefits filers envisioned were less time needed to

proofread the paper Form 13F report and the ability to file via a modem

rather than having to send either a tape or a paper filing to the

Commission.

The Commission recognizes that there are some costs associated with

the transition to electronic filing. For example, the Commission

estimates an additional per year cost of $10,800 for all filers in the

aggregate due to the

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additional requirement of a cover page and summary page containing

certain de minimis additional reporting information 33 and

an additional per year cost of $3,000 for all of 50 managers in the

aggregate re-submitting information previously filed.34 The

Commission estimates that the aggregate one-time cost for upgrading

computer equipment and software will range between $30 and $18,000 per

filer.

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\33\ See infra note 42.

\34\ See infra Section VI.

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Given the Commission's filing experience under the EDGAR system to

date, including submissions made by third-party filers, the results of

the staff's informal cost survey, and the Commissions additional cost

estimates, the Commission believes that any associated costs are

justified by the benefits to the investing public. The amendments

should benefit the investing public by making Form 13F reports, in

general, quickly available electronically and therefore increasing the

public's knowledge of and timely access to the Form 13F report

information.

In compliance with its responsibilities under section 23(a) of the

Exchange Act,35 the Commission requested comment on whether

the proposals, if adopted, would have an adverse effect upon

competition that is neither necessary nor appropriate in furthering the

purposes of the Exchange Act. The Commission encouraged commenters to

provide empirical data or other facts to support their views. The

Commission received no comments in response to the above request. The

Commission has considered the amendments to rule 13f-1, Form 13F and

related rules in light of the standards cited in section 23(a) and

believes that the amendments and rules do not impose any burdens on

competition not necessary or appropriate in furtherance of the Exchange

Act. The Commission's belief is based on the benefits of the amendments

described throughout this release, including, most particularly,

enhanced public access to information reported on Form 13F.

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\35\ 15 U.S.C. 78w(a).

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IV. Certain Findings

In accordance with the requirements of section 13(f)(4) of the

Exchange Act, the Commission has determined that the actions taken by

the Commission herein are necessary or appropriate in the public

interest and for the protection of investors or to maintain fair and

orderly markets.36 After a filer's initial conversion to

electronic filing, the cost of electronic filing should be negligible.

Thus, the amendments should not result in a material change in capital

raising or regulatory compliance costs. Since the information on Form

13F is useful to both investors and issuers and the amendments will

increase the amount of such information available on a timely basis to

issuers and the investing public, the amendments are appropriate in the

public interest and for the protection of investors.

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\36\ 15 U.S.C. 78m(f)(4).

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In compliance with its responsibilities under section 2(b) of the

Securities Act 37 and section 3(f) of the Exchange

Act,38 the Commission requested comment on whether the

proposals, if adopted, would promote efficiency, competition, and

capital formation. The Commission encouraged commenters to provide

empirical data or other facts to support their views. The Commission

received no comments in response to the above request. In compliance

with its responsibilities under the previously mentioned provisions,

the Commission considered whether the amendments would promote

efficiency, competition and capital formation.

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\37\ 15 U.S.C. 77b(b).

\38\ 15 U.S.C. 78c(f).

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V. Summary of Regulatory Flexibility Act Certification

Pursuant to section 605(b) of the Regulatory Flexibility Act, 5

U.S.C. 605(b), the Chairman of the Commission has certified that the

amendments in this release would not have a significant economic effect

on a substantial number of small entities. Institutional investment

managers are not required to submit reports on Form 13F unless equity

holdings over which they exercise discretion are in aggregate at least

$100,000,000. Therefore, few if any small entities within the

definition contained in rule 0-10 under the Exchange Act are affected

by the form, and few if any small entities are otherwise affected by

the rule amendments. The certification documenting its factual basis

was included as Appendix A to the Proposing Release.

VI. Paperwork Reduction Act

Certain provisions of the amendments to Form 13F contain

``collection of information'' requirements within the meaning of the

Paperwork Reduction Act of 1995 (44 U.S.C. 3501, et seq.) (``PRA'').

The Commission submitted the collection of information requirements

contained in the rule amendments to the Office of Management and Budget

(``OMB'') for review pursuant to 44 U.S.C. 3507(d) and 5 CFR 1320.11

and the collection of information is in accordance with the

requirements of 44 U.S.C. 3507. The title for the collection of

information is ``Form 13F, Report of Institutional Investment Managers

pursuant to section 13(f) of the Securities Exchange Act of 1934.'' The

OMB approved the PRA request and assigned a control number of 3235-0006

with an expiration date of October 31, 2000.39 Unless a

currently valid OMB control number is displayed, an agency may not

sponsor or conduct, or require response to, an information collection.

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\39\ The proposing release contained an arithmetic mistake in

the statement of total average annual burden hours (177,894 as

printed; 178,435.2 correct). The correct figure appeared in the PRA

submission to OMB and appears in this release.

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Section 13(f) of the Exchange Act requires the Commission to adopt

rules that would create a reporting and disclosure system to collect

specific information and to disseminate the information to the public.

Pursuant to this statutory mandate, the Commission adopted rule 13f-1

under the Exchange Act (17 CFR 240.13f-1), which requires institutional

investment managers who exercise investment discretion over accounts of

certain equity securities described in section 13(d)(1) of the Exchange

Act 40 (generally, exchange traded or NASDAQ-quoted

securities) having, in the aggregate, a fair market value of at least

$100,000,000 to file quarterly reports with the Commission on Form 13F.

Form 13F provides a reporting and disclosure system to collect specific

information and to disseminate the information to the public about the

holdings of those institutional investment managers subject to rule

13f-1.

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\40\ 15 U.S.C. 78m(d)(1).

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At the time of the Proposing Release, the Commission estimated that

approximately 1,800 institutional investment managers were subject to

the rule.41 These included such institutional investment

managers as certain mutual funds, pension funds, trusts, hedge funds,

and investment advisers. Each reporting manager files a Form 13F report

quarterly. The Commission estimated that each quarter, following the

expiration of grants of confidential treatment, approximately 50

managers will need to re-submit electronically for public dissemination

information previously submitted in paper as confidential. The

Commission estimated that compliance with the form's requirements will

impose a total annual burden per manager of approximately 98.8 hours

for each of the approximately

[[Page 2849]]

1,800 managers submitting the report (an increase of .1 hours per

quarter per manager due to the additional requirement of a cover page

and summary page containing certain de minimis additional reporting

information 42) plus an additional annual burden of 4 hours

(one additional burden hour per quarter) for each of the 50 managers

re-submitting information previously filed. The Commission estimated

the total annual burden for all managers at 178,435.2 hours. The

estimate of average burden hours was made solely for the purposes of

the PRA and was based on the Commission's experience with similar

filings and discussions with a few registrants.

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\41\ The current estimate is higher, approximately 2,000.

\42\ The additional requirements are not complex. The cover page

adds the requirements of identification of an amendment filing; the

inclusion of the Form 13F file number of the manager filing the

report; and the designation of the report as one that names other

reporting manager(s) reporting for the filer, reports holdings over

which the reporting manager exercises discretion, or both. The

summary page adds a Report Summary, containing the Number of Other

Included Managers, an Information Table Entry Total, and an

Information Table Value Total.

---------------------------------------------------------------------------

The Form 13F contains no separate retention period rule for

recordkeeping requirements but is subject to the general recordkeeping

requirements under Regulation S-T and the Exchange Act rules. Each

institutional investment manager subject to the rule must file a Form

13F report. Section 13(f)(3) of the Exchange Act 43

authorizes the Commission, as it determines necessary or appropriate in

the public interest or for the protection of investors, to delay or

prevent public disclosure of any information filed under section 13(f)

in accordance with the Freedom of Information Act.44 It also

prohibits the Commission from disclosing to the public any information

that identifies securities held by the account of a natural person or

any estate or trust (other than a business trust or investment

company).

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\43\ 15 U.S.C. 78m(f)(3).

\44\ 5 U.S.C. 552.

---------------------------------------------------------------------------

Pursuant to 44 U.S.C. 3506(c)(2)(B), the Commission solicited

comment to (i) evaluate whether the proposed collection of information

is necessary for the proper performance of the functions of the agency,

including whether the information has practical utility; (ii) evaluate

the accuracy of the agency's estimate of the burden of the proposed

collections of information; (iii) enhance the quality, utility, and

clarity of the information to be collected; and (iv) minimize the

burden of collection of information on those who are to respond,

including through the use of automated collection techniques or other

forms of information technology. The Commission received comments

concerning a means of minimizing the burden of reporting the collected

information through the use of automated techniques. Two commenters

suggested that the Commission make the official list of Form 13F

Securities (``13F List'') available electronically through its World

Wide Web internet site to facilitate the filers' preparation of their

Form 13F reports. The Commission agrees that providing the list

electronically in this way would reduce the burden of report

preparation for some filers; this effect would be the same under both

the previous filing requirements as well as under the requirements as

proposed and adopted. The Commission is studying the feasibility of

placement of the Official List on its web site.

VII. Statutory Basis

The foregoing amendments are adopted pursuant to sections 3, 12,

13, 14, 15(d), 23(a) and 35A of the Exchange Act.

List of Subjects in 17 CFR Parts 232, 240, and 249

Confidential business information, Reporting and recordkeeping

requirements, Securities.

Text of the Amendments

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. By amending Sec. 232.101 by revising paragraph (a)(1)(iii)

before the note and by removing paragraph (b)(7) and redesignating

paragraph (b)(8) as (b)(7), to read as follows:

Sec. 232.101 Mandated electronic submissions and exceptions.

(a) Mandated electronic submissions. (1) * * *

(iii) Statements, reports and schedules filed with the Commission

pursuant to section 13, 14, or 15(d) of the Exchange Act (15 U.S.C.

78m, 78n, and 78o(d)), 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;

* * * * *

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

1934

3. 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, 77eee,

77ggg, 77nnn, 77sss, 77ttt, 78c, 78d, 78f, 78i, 78j, 78j-1, 78k,

78k-1, 78l, 78m, 78n, 78o, 78p, 78q, 78s, 78u-5, 78w, 78x, 78ll(d),

78mm, 79q, 79t, 80a-20, 80a-23, 80a-29, 80a-37, 80b-3, 80b-4 and

80b-11, unless otherwise noted.

* * * * *

4. By amending Sec. 240.13f-1 by redesignating paragraph (a) as

paragraph (a)(1) and by adding paragraph (a)(2) to read as follows:

Sec. 240.13f-1 Reporting by institutional investment managers of

information with respect to accounts over which they exercise

investment discretion.

(a)(1) * * *

(2) An amendment to a Form 13F (Sec. 249.325 of this chapter)

report, other than one reporting only holdings that were not previously

reported in a public filing for the same period, must set forth the

complete text of the Form 13F. Amendments must be numbered

sequentially.

* * * * *

Sec. 240.13f-2 [Removed]

5. Section 240.13f-2 is removed.

PART 249--FORMS, SECURITIES EXCHANGE ACT OF 1934

6. The authority citation for Part 249 continues to read, in part,

as follows:

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

7. By revising Form 13F (referenced in Sec. 249.325) to read as

follows:

Note: The text of the following form does not and the amendments

will not appear in the Code of Federal Regulations.

OMB APPROVAL

OMB Number: 3235-0006

Expires: October 31, 2000

Estimated average burden hours per response: 24.7

Form 13F--Information Required of Institutional Investment Managers

Pursuant to Section 13(f) of the Securities Exchange Act of 1934 and

Rules Thereunder

General Instructions

1. Rule as to Use of Form 13F. Institutional investment managers

(``Managers'') must use Form 13F for reports to the Commission

required by Section 13(f) of the Securities

[[Page 2850]]

Exchange Act of 1934 [15 U.S.C. 78m(f)] (``Exchange Act'') and rule

13f-1 [17 CFR 240.13f-1] thereunder. Rule 13f-1(a) provides that

every Manager which exercises investment discretion with respect to

accounts holding Section 13(f) securities, as defined in rule 13f-

1(c), having an aggregate fair market value on the last trading day

of any month of any calendar year of at least $100,000,000 shall

file a report on Form 13F with the Commission within 45 days after

the last day of such calendar year and within 45 days after the last

day of each of the first three calendar quarters of the subsequent

calendar year.

2. Rules to Prevent Duplicative Reporting. If two or more

Managers, each of which is required by rule 13f-1 to file a report

on Form 13F for the reporting period, exercise investment discretion

with respect to the same securities, only one such Manager must

include information regarding such securities in its reports on Form

13F.

A Manager having securities over which it exercises investment

discretion that are reported by another Manager (or Managers) must

identify the Manager(s) reporting on its behalf in the manner

described in Special Instruction 6.

A Manager reporting holdings subject to shared investment

discretion must identify the other Manager(s) with respect to which

the filing is made in the manner described in Special Instruction 8.

3. Filing of Form 13F. A Manager must file a Form 13F report

with the Commission within 45 days after the end of each calendar

year and each of the first three calendar quarters of each calendar

year. As required by Section 13(f)(4) of the Exchange Act, a Manager

which is a bank, the deposits of which are insured in accordance

with the Federal Deposit Insurance Act, must file with the

appropriate regulatory agency for the bank a copy of every Form 13F

report filed with the Commission pursuant to this subsection by or

with respect to such bank. Filers who file Form 13F electronically

can satisfy their obligation to file with other regulatory agencies

by sending (a) a paper copy of the EDGAR filing (provided the

Manager removes or blanks out the confidential access codes); (b)

the filing in electronic format, if the regulatory agency with which

the filing is being made has made provisions to receive filings in

electronic format; or (c) for filers filing in paper format under

continuing hardship exemptions, a copy of the Form 13F paper filing.

4. Official List of Section 13(f) Securities. The official list

of Section 13(f) Securities published by the Commission (the ``13F

List'') lists the securities the holdings of which a Manager is to

report on Form 13F. See rule 13f-1(c) [17 CFR 240.13f-1(c)]. Form

13F filers may rely on the current 13F List in determining whether

they need to report any particular securities holding. Paper copies

are available at a reasonable fee from the Securities and Exchange

Commission, Public Reference Room, 450 Fifth Street, N.W.,

Washington, D.C. 20549.

Instructions for Confidential Treatment Requests

Pursuant to Section 13(f)(3) of the Exchange Act [15 U.S.C.

78m(f)(3)], the Commission (1) may prevent or delay public

disclosure of information reported on this form in accordance with

Section 552 of Title 5 of the United States Code, the Freedom of

Information Act [5 U.S.C. 552], and (2) shall not disclose

information reported on this form identifying securities held by the

account of a natural person or an estate or trust (other than a

business trust or investment company). A Manager must submit in

accordance with the procedures for requesting confidential treatment

any portion of a report which contains information identifying

securities held by the account of a natural person or an estate or

trust (other than a business trust or investment company).

A Manager should make requests for confidential treatment of

information reported on this form in accordance with rule 24b-2

under the Exchange Act [17 CFR 240.24b-2]. Requests relating to the

non-disclosure of information identifying the securities held by the

account of a natural person or an estate or trust (other than a

business trust or investment company) must so state but need not, in

complying with paragraph (b)(2)(ii) of rule 24b-2, include an

analysis of any applicable exemptions from disclosure under the

Commission's rules and regulations adopted under the Freedom of

Information Act [17 CFR 200.80].

Paragraph (b) of rule 24b-2 requires a Manager filing

confidential information with the Commission to indicate at the

appropriate place in the public filing that the confidential portion

has been so omitted and filed separately with the Commission. A

Manager should comply with this provision by including on the

Summary Page, after the Report Summary and prior to the List of

Other Included Managers, a statement that confidential information

has been omitted from the public Form 13F report and filed

separately with the Commission.

A Manager must file in paper, in accordance with rule

101(c)(1)(i) of Regulation S-T [17 CFR 232.101(c)(1)(i)], all

requests for and information subject to the request for confidential

treatment filed pursuant to Section 13(f)(3) of the Exchange Act. If

a Manager requests confidential treatment with respect to

information required to be reported on Form 13F, the Manager must

file in paper with the Secretary of the Commission an original and

four copies of the Form 13F reporting information for which the

Manager requests confidential treatment.

A Manager requesting confidential treatment must provide enough

factual support for its request to enable the Commission to make an

informed judgment as to the merits of the request. The request

should address all pertinent factors, including all of the following

that are relevant:

1. If confidential treatment is requested as to more than one

holding of securities, discuss each holding separately unless the

Manager can identify a class or classes of holdings as to which the

nature of the factual circumstances and the legal analysis are

substantially the same.

2. If a request for confidential treatment is based upon a claim

that the subject information is confidential, commercial or

financial information, provide the information required by

paragraphs 2.a through 2.e of this Instruction except that, if the

subject information concerns security holdings that represent open

risk arbitrage positions and no previous requests for confidential

treatment of those holdings have been made, the Manager need provide

only the information required in paragraph 2.f.

a. Describe the investment strategy being followed with respect

to the relevant securities holdings, including the extent of any

program of acquisition and disposition (note that the term

``investment strategy,'' as used in this instruction, also includes

activities such as block positioning).

b. Explain why public disclosure of the securities would, in

fact, be likely to reveal the investment strategy; consider this

matter in light of the specific reporting requirements of Form 13F

(e.g., securities holdings are reported only quarterly and may be

aggregated in many cases).

c. Demonstrate that such revelation of an investment strategy

would be premature; indicate whether the Manager was engaged in a

program of acquisition or disposition of the security both at the

end of the quarter and at the time of the filing; and address

whether the existence of such a program may otherwise be known to

the public.

d. Demonstrate that failure to grant the request for

confidential treatment would be likely to cause substantial harm to

the Manager's competitive position; show what use competitors could

make of the information and how harm to the Manager could ensue.

e. State the period of time for which confidential treatment of

the securities holdings is requested. The time period specified may

not exceed one (1) year from the date that the Manager is required

to file the Form 13F report with the Commission.

f. For securities holdings that represent open risk arbitrage

positions, the request must include good faith representations that:

i. The securities holding represents a risk arbitrage position

open on the last day of the period for which the Form 13F report is

filed; and

ii. The reporting Manager has a reasonable belief as of the

period end that it may not close the entire position on or before

the date that the Manager is required to file the Form 13F report

with the Commission.

If the Manager makes these representations in writing at the

time that the Form 13F is filed, the Commission will automatically

accord the subject securities holdings confidential treatment for a

period of up to one (1) year from the date that the Manager is

required to file the Form 13F report with the Commission.

g. At the expiration of the period for which confidential

treatment has been granted pursuant to paragraph 2.3 or 2.f of this

Instruction (the ``Expiration Date''), the Commission, without

additional notice to the reporting manager, will make such security

holdings public unless a de novo request for confidential treatment

of the information that meets the requirements of paragraphs 2.a

through 2.e of this Instruction is filed with the Commission at

least fourteen (14) days in advance of the Expiration Date.

[[Page 2851]]

3. If the Commission grants a request for confidential

treatment, it may delete details which would identify the Manager

and use the information in tabulations required by Section 13(f)(3)

absent a separate showing that such use of information could be

harmful.

4. Upon the denial by the Commission of a request for

confidential treatment, or upon the expiration of the confidential

treatment previously granted for a filing, unless a hardship

exemption is available, the Manager must submit electronically,

within six (6) business days of the expiration or notification of

the denial, as applicable, a Form 13F report, or an amendment to its

publicly filed Form 13F report, if applicable, listing those

holdings as to which the Commission denied confidential treatment or

for which confidential treatment has expired. If a Manager files an

amendment, the amendment must not be a restatement; the Manager must

designate it as an amendment which adds new holdings entries. The

Manager must include at the top of the Form 13F Cover Page the

following legend to correctly designate the type of filing being

made:

THIS FILING LISTS SECURITIES HOLDINGS REPORTED ON THE Form 13F

FILED ON (DATE) PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND

FOR WHICH (THAT REQUEST WAS DENIED/CONFIDENTIAL TREATMENT EXPIRED)

ON (DATE).

Special Instructions

1. This form consists of three parts: the Form 13F Cover Page

(the ``Cover Page''), the Form 13F Summary Page (the ``Summary

Page''), and the Form 13F Information Table (the ``Information

Table'').

2. When preparing the report, omit all bracketed text. Include

brackets used to form check boxes.

The Cover Page

3. The period end date used in the report (and in the EDGAR

submission header) is the last day of the calendar year or quarter,

as appropriate, even though that date may not be the same as the

date used for valuation in accordance with Special Instruction 9.

4. Amendments to a Form 13F report must either restate the Form

13F report in its entirety or include only holdings entries that are

being reported in addition to those already reported in a current

public Form 13F report for the same period. If the Manager is filing

the Form 13F report as an amendment, then, the Manager must check

the amendment box on the Cover Page; enter the amendment number; and

check the appropriate box to indicate whether the amendment (a) is a

restatement or (b) adds new holdings entries. Each amendment must

include a complete Cover Page and, if applicable, a Summary Page and

Information Table. See rule 13f-1(a)(2) [17 CFR 240.13f-1(a)(2)].

5. Present the Cover Page and the Summary Page information in

the format and order provided in the form. The Cover Page may

include information in addition to the required information, so long

as the additional information does not, either by its nature,

quantity, or manner of presentation, impede the understanding or

presentation of the required information. Place all additional

information after the signature of the person signing the report

(immediately preceding the Report Type section). Do not include any

additional information on the Summary Page or in the Information

Table.

6. Designate the Report Type for the Form 13F report by checking

the appropriate box in the Report Type section of the Cover Page,

and include, where applicable, the List of Other Managers Reporting

for this Manager (on the Cover Page), the Summary Page and the

Information Table, as follows:

a. If all of the securities with respect to which a Manager has

investment discretion are reported by another Manager (or Managers),

check the box for Report Type ``13F NOTICE,'' include (on the Cover

Page) the List of Other Managers Reporting for this Manager, and

omit both the Summary Page and the Information Table.

b. If all of the securities with respect to which a Manager has

investment discretion are reported in this report, check the box for

Report Type ``13F HOLDINGS REPORT,'' omit from the Cover Page the

List of Other Managers Reporting for this Manager, and include both

the Summary Page and the Information Table.

c. If only part of the securities with respect to which a

Manager has investment discretion is reported by another Manager (or

Managers), check the box for Report Type ``13F COMBINATION REPORT,''

include (on the Cover Page) the List of Other Managers Reporting for

this Manager, and include both the Summary Page and the Information

Table.

Summary Page

7. Include on the Summary Page the Report Summary, containing

the Number of Other Included Managers, the Information Table Entry

Total and the Information Table Value Total.

a. Enter as the Number of Other Included Managers the total

number of other Managers listed in the List of Other Included

Managers on the Summary Page, not counting the Manager filing this

report.. See Special Instruction 8. If none, enter the number zero

(``0'')

b. Enter as the Information Table Entry Total the total number

of line entries providing holdings information included in the

Information Table.

c. Enter as the Information Table Value Total the aggregate fair

market value of all holdings reported in this report, i.e., the

total for Column 4 (Fair Market Value) of all line entries in the

Information Table. The Manager must express this total as a rounded

figure, corresponding to the individual Column 4 entries in the

Information Table. See Special Instruction 9.

8. Include on the Summary Page the List of Other Included

Managers. Use the title, column headings and format provided.

a. If this Form 13F report does not report the holdings of any

Manager other than the Manager filing this report, enter the word

``NONE'' under the title and omit the column headings and list

entries.

b. If this Form 13F report reports the holdings of one or more

Managers other than the Manager filing this report, enter in the

List of Other Included Managers all such Managers together with

their respective Form 13F file numbers, if known. (The Form 13F file

numbers are assigned to Managers when they file their first Form

13F.) Assign a number to each Manager in the List of Other Included

Managers, and present the list in sequential order. The numbers need

not be consecutive. The List of Other Managers must include all

other Managers identified in Column 7 of the Information Table. Do

not include the Manager filing this report.

Information Table

9. In determining fair market value, use the value at the close

of trading on the last trading day of the calendar year or quarter,

as appropriate. Enter values rounded to the nearest one thousand

dollars (with ``000'' omitted).

10. A Manager may omit holdings otherwise reportable if the

Manager holds, on the period end date, fewer than 10,000 shares (or

less than $200,000 principal amount in the case of convertible debt

securities) and less than $200,000 aggregate fair market value (and

option holdings to purchase only such amounts).

11. A Manager must report holdings of options only if the

options themselves are Section 13(f) securities. For purposes of the

$100,000,000 reporting threshold, the Manager should consider only

the value of such options, not the value of the underlying shares.

The Manager must give the entries in Columns 1 through 5 and in

Columns 7 and 8 of the Information Table, however, in terms of the

securities underlying the options, not the options themselves. The

Manager must answer Column 6 in terms of the discretion to exercise

the option. The Manager must make a separate segregation in respect

of securities underlying options for entries for each of the

columns, coupled with a designation ``PUT'' or ``CALL'' following

such segregated entries in Column 5, referring to securities subject

respectively to put and call options. A Manager is not required to

provide an entry in Column 8 for securities subject to reported call

options.

12. Furnish the Information Table using the table title, column

headings and format provided. Provide column headings once at the

beginning of the Information Table; repetition of column headings on

subsequent pages is not required. Present the table in accordance

with the column instructions provided in Special Instructions 12.b.i

through 12.b.viii. Do not include any additional information in the

Information Table. Begin the Information Table on a new page; do not

include any portion of the Information Table on either the Cover

Page or the Summary Page.

a. In entering information in Columns 4 through 8 of the

Information Table, list securities of the same issuer and class with

respect to which the Manager exercises sole investment discretion

separately from those with respect to which investment discretion is

shared. Special Instruction 12.b.vi for Column 6 describes in detail

how to report shared investment discretion.

b. Instructions for each column in the Information Table:

[[Page 2852]]

i. Column 1. Name of Issuer. Enter in Column 1 the name of the

issuer for each class of security reported as it appears in the

current official list of Section 13(f) Securities published by the

Commission in accordance with rule 13f-1(c) (the ``13F List'').

Reasonable abbreviations are permitted.

ii. Column 2. Title of Class. Enter in Column 2 the title of the

class of the security reported as it appears in the 13F List.

Reasonable abbreviations are permitted.

iii. Column 3. CUSIP Number. Enter in Column 3 the nine (9)

digit CUSIP number of the security.

iv. Column 4. Market Value. Enter in Column 4 the market value

of the holding of the particular class of security as prescribed by

Special Instruction 9.

v. Column 5. Amount and Type of Security. Enter in Column 5 the

total number of shares of the class of security or the principal

amount of such class. Use the abbreviation ``SH'' to designate

shares and ``PRN'' to designate principal amount. If the holdings

being reported are put or call options, enter the designation

``PUT'' or ``CALL,'' as appropriate.

vi. Column 6. Investment Discretion. Segregate the holdings of

securities of a class according to the nature of the investment

discretion held by the Manager. Designate investment discretion as

``sole'' (SOLE); ``shared-defined'' (DEFINED); or ``shared-other''

(OTHER), as described below:

(A) Sole. Designate as ``sole'' securities over which the

Manager exercised sole investment discretion. Report ``sole''

securities on one line. Enter the word SOLE in Column 6.

(B) Shared-Defined. If investment discretion is shared with

controlling and controlled companies (such as bank holding companies

and their subsidiaries); investment advisers and investment

companies advised by those advisers; or insurance companies and

their separate accounts, then designate investment discretion as

``shared-defined'' (DEFINED).

For each holding of DEFINED securities, segregate the securities

into two categories: those securities over which investment

discretion is shared with another Manager or Managers on whose

behalf this Form 13F report is being filed, and those securities

over which investment discretion is shared with any other person,

other than a Manager on whose behalf this Form 13F report is being

filed.

Enter each of the two segregations of DEFINED securities

holdings on a separate line, and enter the designation DEFINED in

Column 6. See Special Instruction for Column 7.

(C) Shared-Other. Designate as ``shared-Other'' securities

(OTHER) those over which investment discretion is shared in a manner

other than that described in Special Instruction above.

For each holding of OTHER securities, segregate the securities

into two categories: those securities over which investment

discretion is shared with another Manager or Managers on whose

behalf this Form 13F report is being filed, and those securities

over which investment discretion is shared with any other person,

other than a Manager on whose behalf this Form 13F report is being

filed.

Enter each segregation of OTHER securities holdings on a

separate line, and enter the designation ``OTHER'' in Column 6. See

Special Instruction for Column 7.

Note: A Manager is deemed to share discretion with respect to

all accounts over which any person under its control exercises

discretion. A Manager of an institutional account, such as a pension

fund or investment company, is not deemed to share discretion with

the institution unless the institution actually participated in the

investment decision-making.

vii. Column 7. Other Managers. Identify each other Manager on

whose behalf this Form 13F report is being filed with whom

investment discretion is shared as to any reported holding by

entering in this column the number assigned to the Manager in the

List of Other Included Managers.

Enter this number in Column 7 opposite the segregated entries in

Columns 4, 5 and 8 (and the relevant indication of shared discretion

set forth in Column 6) as required by the preceding special

instruction. Enter no other names or numbers in Column 7.

A Manager must report the conditions of sharing discretion with

other Managers consistently for all holdings reported on a single

line.

viii. Column 8. Voting Authority. Enter the number of shares for

which the Manager exercises sole, shared, or no voting authority

(none) in this column, as appropriate.

The Commission deems a Manager exercising sole voting authority

over specified ``routine'' matters, and no authority to vote in

``non-routine'' matters, for purposes of this Form 13F report to

have no voting authority. ``Non-routine'' matters include a

contested election of directors, a merger, a sale of substantially

all the assets, a change in the articles of incorporation affecting

the rights of shareholders, and a change in fundamental investment

policy; ``routine'' matters include selection of an accountant,

uncontested election of directors, and approval of an annual report.

If voting authority is shared only in a manner similar to a

sharing of investment discretion which would call for a response of

``shared-defined'' (DEFINED) under Column 6, a Manager should report

voting authority as sole under subdivision (a) of Column 8, even

though the Manager may be deemed to share investment discretion with

that person under Special Instruction 12.b.vi.

13. Preparation of the electronic filing:

a. No line on the Cover Page or the Summary Page may exceed 80

characters in length. See rule 305 of Regulation S-T [17 CFR

232.305].

b. No line in the Form 13F Information Table may exceed 132

characters in length. See rule 305 of Regulation S-T [17 CFR

232.305].

c. If the Form 13F Report Type is ``13F HOLDINGS REPORT'' or

``13F COMBINATION REPORT,'' then place one EDGAR tag at the

end of the Cover Page and one tag at the end of the Summary

Page. Additional EDGAR tags are not required. Those electing

to include additional tags should, for each page containing a

tag, include no more than sixty (60) lines per page,

including the line on which the tag is placed.

d. In preparing the Form 13F report for electronic filing, a

Manager may omit underscoring used in the form to indicate the

placement of information that the Manager is to furnish.

e. Use the following EDGAR submission types for the following

Form 13F Report Types:

------------------------------------------------------------------------

Form 13F report type EDGAR submission type

------------------------------------------------------------------------

13F HOLDINGS REPORT

Initial Filing......................... 13F-HR

Amendments............................. 13F-HR/A

13F NOTICE

Initial Filing......................... 13F-NT

Amendments............................. 13F-NT/A

13F COMBINATION REPORT

Initial Filing......................... 13F-HR

Amendments............................. 13F-HR/A

------------------------------------------------------------------------

Paperwork Reduction Act Information

Persons who are to respond to the collection of information

contained in this form are not required to respond to the collection

of information unless the form displays a currently valid OMB

control number.

Section 13(f) of the Exchange Act requires the Commission to

adopt rules creating a reporting and disclosure system to collect

specific information and to disseminate such information to the

public. Rule 13f-1 under the Exchange Act (17 CFR 240.13f-1)

requires institutional investment managers who exercise investment

discretion over certain accounts of equity securities described in

Section 13(d)(1) of the Exchange Act [15 U.S.C. 78m(d)(1)]

(generally, exchange traded or NASDAQ-quoted securities) having, in

the aggregate, a fair market value of at least $100,000,000 to file

quarterly reports with the Commission on Form 13F with respect to

the value of those securities over which they have investment

discretion.

The purpose of Form 13F is to provide a reporting and disclosure

system to collect specific information and to disseminate such

information to the public about the holdings of institutional

investment managers who exercise investment discretion over certain

accounts of equity securities described in Section 13(d)(1) of the

Exchange Act [15 U.S.C. 78m(d)(1)] (generally, exchange traded or

NASDAQ-quoted securities) having, in the aggregate, a fair market

value of at least $100,000,000. We believe that investors will find

Form 13F report information useful in tracking institutional

investor holdings in their investments and that issuers, too, will

find detail as to institutional investor holdings useful because

much of their

[[Page 2853]]

shareholder list may reflect holdings in ``street name'' rather than

beneficial ownership. We believe that mandatory electronic

dissemination of this data will help ensure timely and efficient

dissemination of this important information. We believe that these

reports should have the same degree of availability as other filings

with the Commission, and that electronic filing will speed their

dissemination in accordance with the intent of Congress.

We estimate that each filer spends an average of 24.7 hours

preparing each quarterly report. In addition, we estimate that, each

quarter, approximately 50 managers will resubmit information

previously filed in paper pursuant to a grant of confidential

treatment and that each such manager will spend an additional hour

on the resubmission.

Any member of the public may direct to the Commission any

comments concerning the accuracy of this burden estimate and any

suggestions for reducing this burden.

Responses to the collection of information are mandatory. See

Section 13(f) of the Exchange Act [15 U.S.C. 78m(f)] and rule 13f-1

[17 CFR 240.13f-1] thereunder.

Section 13(f)(3) of the Exchange Act [15 U.S.C. 78m(f)(3)]

authorizes the Commission, as it determines necessary or appropriate

in the public interest or for the protection of investors, to delay

or prevent public disclosure of any information filed under Section

13(f) upon request. It also prohibits the Commission from disclosing

to the public information identifying securities held by the account

of a natural person or any estate or trust (other than a business

trust or investment company).

This collection of information has been reviewed by OMB in

accordance with the clearance requirements of 44 U.S.C. Section

3507.

Form 13F Cover Page

Report for the Calendar Year or Quarter Ended: ________

Check here if Amendment [ ]; Amendment Number: ____

This Amendment (Check only one.):

{time} is a restatement.

{time} adds new holdings entries.

Institutional Investment Manager Filing this Report:

Name:------------------------------------------------------------------

Address:---------------------------------------------------------------

----------------------------------------------------------------------

----------------------------------------------------------------------

Form 13F File Number: 28-________

The institutional investment manager filing this report and the

person by whom it is signed hereby represent that the person signing

the report is authorized to submit it, that all information

contained herein is true, correct and complete, and that it is

understood that all required items, statements, schedules, lists,

and tables, are considered integral parts of this form.

Person Signing this Report on Behalf of Reporting Manager:

Name:------------------------------------------------------------------

Title:-----------------------------------------------------------------

Phone:-----------------------------------------------------------------

Signature, Place, and Date of Signing:

----------------------------------------------------------------------

[Signature]

----------------------------------------------------------------------

[City, State]

----------------------------------------------------------------------

[Date]

Report Type (Check only one.):

{time} 13F HOLDINGS REPORT. (Check here if all holdings of this

reporting manager are reported in this report.)

{time} 13F NOTICE. (Check here if no holdings reported are in this

report, and all holdings are reported by other reporting

manager(s).)

{time} 13F COMBINATION REPORT. (Check here if a portion of the

holdings for this reporting manager are reported in this report and

a portion are reported by other reporting manager(s).)

List of Other Managers Reporting for this Manager: [If there are

no entries in this list, omit this section.]

Form 13F File Number 28------------------------------------------------

Name-------------------------------------------------------------------

[Repeat as necessary.]

Form 13F Summary Page

Report Summary:

Number of Other Included Managers: ________

Form 13F Information Table Entry Total: ________

Form 13F Information Table Value Total: $________ (thousands)

List of Other Included Managers:

Provide a numbered list of the name(s) and Form 13F file

number(s) of all institutional investment managers with respect to

which this report is filed, other than the manager filing this

report. [If there are no entries in this list, state ``NONE'' and

omit the column headings and list entries.]

No.--------------------------------------------------------------------

Form 13F File Number 28------------------------------------------------

Name-------------------------------------------------------------------

[Repeat as necessary.]

Sec. 249.326 Including Form 13F-E [Removed]

8. Section 249.326 including Form 13F-E is removed.

By the Commission.

Dated: January 12, 1999.

Margaret H. McFarland,

Deputy Secretary.

Form 13F Information Table

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Voting authority

Name of issuer Title of class CUSIP Value Shrs or SH/PRN Put/Call Investment Other -----------------------------------

(x$1000) prn amt discretion managers Sole Shared None

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Column 1 Column 2 Column 3 Column 4 Column 5 Column 6 Column 7 Column 8

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[FR Doc. 99-1043 Filed 1-15-99; 8:45 am]

BILLING CODE 8010-01-U