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SECURITIES AND EXCHANGE COMMISSION17 CFR Parts 232, 239, 249, 259, 269 and 274 [RELEASE NOS. 33-8399, 34-49416, 35-27815, 39-2416, IC-26385; File No. S7-14-04] RIN 3235-AJ09 Mandated Electronic Filing for Form ID AGENCY: Securities and Exchange Commission. ACTION: Proposed rule. SUMMARY: We are proposing rule and form amendments to mandate the electronic filing of Form ID. Form ID is the application for access codes to file on EDGAR. The intended effect of the proposals is to facilitate the more efficient transmission and processing of the information Form ID requires in a manner that will benefit investors, filers and the Commission. DATES: Comments should be submitted on or before April 5, 2004. ADDRESSES: Comments may be submitted electronically or by paper. Electronic comments may be submitted by: (1) electronic form on the SEC website (http://www.sec.gov/) or (2) e-mail to rule-comments@sec.gov. Mail paper comments in triplicate to Jonathan G. Katz, Secretary, Securities and Exchange Commission, 450 Fifth Street, NW, Washington, DC 20549-0609. All submissions should refer to file number S7-14-04; this file number should be included on the subject line if e-mail is used. To help us process and review your comments more efficiently, please use only one method. The Commission will post all comments on the Commission's internet website (http://www.sec.gov/). Comments are also available for public inspection and copying in the Commission's Public Reference Room, 450 Fifth Street, NW, Washington, DC 20549. We do not edit personal identifying information from submissions. You should submit only information that you wish to make available publicly. FOR FURTHER INFORMATION CONTACT: Mark W. Green, Senior Special Counsel (Regulatory Policy), at (202) 942-1940, Division of Corporation Finance, Securities and Exchange Commission, 450 Fifth Street, NW, Washington, DC 20459-0301. SUPPLEMENTARY INFORMATION: We propose to amend Rules 101, 1012, 1043, 2014 and 2025 under Regulation S-T6 and Form ID7. I. BACKGROUND AND NEW FILING SYSTEMCurrently, applicants applying for access codes to file on the Commission's Electronic Data Gathering, Analysis and Retrieval System ("EDGAR") must file a Form ID in paper8 by fax.9 When we initially launched the EDGAR system, we required applicants10 to file Form ID in paper by mail. In November 2001, however, we began to require that applicants file Form ID solely by fax.11 The electronic filing of Form ID will facilitate the more efficient transmission and processing of the information Form ID requires in a manner that will benefit investors, filers and the Commission. The information will be transmitted in a speedy, secure and reliable manner and will directly enter the Commission's records rather than having to be keyed in by Commission personnel. We currently expect that the rules requiring electronic filing of Forms ID will be effective in late April, possibly after little further notice. By that time, a related new on-line filing system accessed through an EDGAR Filer Management website is scheduled to be completed.12 Applicants who are new filers will be required to file Forms ID.13 Applicants will be required to access the EDGAR Filer Management website to fill out and submit the forms, as EDGARLink filing will not be available for submission of these forms. Other types of filers (i.e., those who are not new filers) that wish to obtain access codes will be able to do so through the EDGAR Filer Management website or, in generally the same manner as available today, the current EDGAR Filer or Online Forms websites, in all cases without filing a Form ID.14 To access and file Forms ID through our EDGAR Filer Management website, each applicant must have available all the information Form ID requires when the applicant accesses the website because the system will not provide a way to save an incomplete form on-line from session to session. A time-out that ends the session will occur one hour following the user's last activity on the system. We expect that there will be more than enough time to prepare, review and submit a Form ID given the nature and quantity of information required. Unlike the current system, only one applicant per Form ID will be permitted. The system will validate for data type and required fields as many fields as possible during the submission process. Applicants will have the chance to correct errors and verify the accuracy of the information prior to submission. An on-line help function will be available. The applicant will be able to add attachments before submission and print the information submitted after submission. II. THE PROPOSED RULE AMENDMENTSA. Required Electronic Filing of Form IDWe propose to amend Regulation S-T15 to require applicants who are new filers to file Forms ID with us electronically. As noted above, Rule 10 of Regulation S-T currently requires Forms ID to be filed in paper.16 The proposed amendment would revise subparagraph (b) of Rule 10 to replace the paper filing requirement with an electronic filing requirement.17 For clarity and ease of reference, the amendment also would revise subparagraph (a)(1) of Rule 101 of Regulation S-T18 to add a new subparagraph (ix) to add Form ID to the rule's list of documents required to be filed electronically. 19 We also propose to amend Regulation S-T to make hardship exemptions unavailable to Forms ID. The proposed amendments would revise subparagraph (a) of Rules 20120 and 20221 to exclude Form ID from the filings for which h hardship exemptions are available. We believe hardship exemptions should not be available to Forms ID because a filer unable to file electronically a Form ID also, presumably, would be unable to file on EDGAR even with the access codes obtained in response to a Form ID filing. Consequently it appears that there would be no practical need for a hardship exemption, and granting the exemption could undermine the purposes of mandated electronic filing of Forms ID.22 B. Required Faxing of Confirming Document Authenticating Form IDBecause only new filers will file the electronic Form ID, we believe the form should be supplemented with additional verification to help ensure the security of the system. Accordingly, we also propose to amend Regulation S-T to require these applicants to file in paper by fax within two business days before or after electronically filing Form ID a notarized document, manually signed by the applicant over its typed signature, that includes the information contained in the Form ID filed or to be filed and confirms the authenticity of the Form ID.23 The purpose of this requirement is to help assure that the Form ID is authentic. We expect that eventually we will replace this procedure with a requirement that applicants use a certificate from a certification authority to authenticate their Form ID filings.24 C. Form IDWe propose some minor changes to Form ID to facilitate the electronic filing provisions, as follows:
D. Comment SolicitedWe request comment on the rule and form changes we propose in this release. Questions regarding safeguards to help us authenticate Form ID filings:
Question regarding hardship exemptions:
III. GENERAL REQUEST FOR COMMENTSWe request and encourage any interested person to submit comments regarding:
We request comment from the point of view of investors, applicants, issuers and others who use or otherwise are involved with electronic filing. With regard to any comments, we note that comments are of greatest assistance to our rulemaking initiative if accompanied by supporting data and analysis of the issues addressed in those comments. IV. PAPERWORK REDUCTION ACTThe proposed rule amendments would affect one form that contains "collection of information" requirements within the meaning of the Paperwork Reduction Act of 1995.27 The title of the affected information collection is the EDGAR Form ID. Form ID (OMB Control Number 3235-0328) is used by applicants to request the assignment of access codes that permit the filing of securities documents on EDGAR. This form enables the Commission to assign an identification number ("CIK"), confirmation code ("CCC"), password ("PW") and password modification authorization code ("PMAC") to each EDGAR filer, each of which is essential to the security of the EDGAR system. Compliance with the proposed amendments would be mandatory. The information required by the proposed amendments would be kept confidential by the Commission, subject to a request under the Freedom of Information Act.28 An agency may not conduct or sponsor, and a person is not required to respond to, a collection of information unless it displays a currently valid control number. We expect that, if adopted, the proposed amendments would obligate applicants to disclose on Forms ID essentially the same information that they are required to disclose today.29 We therefore believe that the overall information collection burden of Form ID would remain approximately the same. As a result, we have not submitted the revisions to the collections of information to the Office of Management and Budget for review under 44 U.S.C. 3507(d) and 5 CFR 1320.11. We are soliciting comment on the expected Paperwork Reduction Act effects of the proposed rule amendments. In particular, we solicit comment on the accuracy of our estimate that no additional burden would result from the proposed amendments. We further request comment on whether the proposed changes to the collection of information are necessary for the proper performance of the Commission's functions, including whether the additional information garnered will have practical utility. In addition, we solicit comment on whether there are ways to enhance the quality, utility, and clarity of the information to be collected. We further solicit comment on whether there are ways to minimize the burden of information collection on those applicants who file Form ID, including through the use of automated collection techniques or other forms of information technology. Finally, we solicit comment on whether the proposed amendments will have any effects on any other collection of information not previously identified in this section. V. COST-BENEFIT ANALYSISWe expect that the proposed amendments will benefit investors, applicants and the Commission. A. Expected BenefitsThe proposed amendments should benefit investors, applicants and the Commission because the information contained in Form ID would be transmitted in a speedy, secure and reliable manner and would directly enter the Commission's records rather than be keyed in by Commission personnel, which currently must be done. This should improve the speed and accuracy of the process that leads to applicants' receipt of the codes needed to file on EDGAR. This improvement would enable applicants to disseminate information sooner to investors. B. Expected CostsWe expect that the proposed amendments would result in some costs to applicants. However, we expect that many applicants will not bear the full range of costs resulting from the adoption of these amendments for the reasons described below. As noted above, we expect that, if adopted, the proposed amendments would obligate applicants to disclose on Form ID essentially the same information that they are required to disclose today. We therefore believe that the overall information collection burden of Form ID would remain approximately the same. As a result, the cost of collecting the information would remain approximately the same. The expected costs of mandated electronic filing of Form ID consist of both initial and ongoing costs. Initial costs include those associated with learning about the electronic filing system, obtaining a computer, placing the filing data in electronic format for the initial electronic filing and subscribing to an Internet service provider. Ongoing costs are those associated with maintaining the framework developed through the initial costs by updating information required by Form ID. We expect that most applicants will need to incur few, if any, additional costs from electronic filing. Applicants who are new filers likely would be prepared to become electronic filers and, accordingly, would be prepared to access the EDGAR Filer Management website. To the extent applicants who file Forms ID are officers or directors, we understand that many issuers will help them or make their filings for them. To the extent officers and directors do not receive this help, we believe many already will have the computer equipment and Internet access to enable them to file using the EDGAR Filer Management website. Even issuers that file Form ID electronically on their own behalf or help their officers or directors, whether to a greater or lesser extent, to file electronically are not likely to incur additional costs. Issuers are required to file on EDGAR and generally have the needed computer equipment and Internet service provider access to enable them to file or facilitate filing using the EDGAR Filer Management website. Finally, we believe that faxing a notarized confirming authenticating document would result in negligible additional costs. An applicant currently must incur the cost of faxing a Form ID, and the information in the confirming authenticating document would be no more extensive than would be needed for the Form ID itself. Based on what appear to be common practices at Washington, D.C. area banks, we believe that banks generally will notarize customer documents for no additional fee and that those banks that notarize for non-customers generally will notarize a document for less than ten dollars. C. Comment SolicitedWe solicit comments on the costs and benefits of the proposed amendments for applicants. We request your views on the costs and benefits described above as well as on any other costs and benefits that could result from adoption of the mandated electronic filing requirements. We also request data as to what percentage of Form ID filings by non-issuers are done by or with the help of an issuer. VI. EFFECT ON EFFICIENCY, COMPETITION AND CAPITAL FORMATIONSection 23(a)(2) of the Exchange Act30 requires us, when adopting rules under the Exchange Act, to consider the impact that any new rule would have on competition. In addition, Section 23(a)(2) prohibits us from adopting any rule that would impose a burden on competition not necessary or appropriate in furtherance of the purposes of the Exchange Act. Furthermore, Section 2(b) of the Securities Act31 and Section 3(f) of the Exchange Act32 require us, when engaging in rulemaking where we are required to consider or determine whether an action is necessary or appropriate in the public interest, to consider, in addition to the protection of investors, whether the action will promote efficiency, competition, and capital formation. The proposed amendments regarding mandated electronic filing of Form ID are intended to facilitate the more efficient transmission and processing of the information that Form ID requires. This should improve the speed and accuracy of the process that leads to applicants' receipt of the codes needed to file on EDGAR. This improvement would enable applicants to disseminate information sooner to investors. As a result, the amendments should improve investors' ability to make informed investment and voting decisions. Informed investor decisions generally promote market efficiency and capital formation. We believe the proposed amendments would not impose a burden on competition. We request comment on whether the proposed amendments, if adopted, would impose a burden on competition. We also request comment on whether the proposed amendments, if adopted, would promote efficiency, competition and capital formation. Finally, we request commenters to provide empirical data and other factual support for their views if possible. VII. INITIAL REGULATORY FLEXIBILITY ANALYSISThis Initial Regulatory Flexibility Analysis has been prepared in accordance with 5 U.S.C. 603. It relates to proposed amendments regarding mandated electronic filing of Form ID. A. Reasons for the Proposed ActionAn applicant uses Form ID to apply for the access codes required to file electronically on EDGAR. We believe the proposed amendments will benefit investors, applicants and the Commission. B. ObjectivesOur objective in proposing the mandated electronic filing amendments is to facilitate the more efficient transmission and processing of the information Form ID requires in a manner that will benefit investors, applicants and the Commission. C. Legal BasisWe are proposing the amendments under the authority set forth in Section 19(a)33 of the Securities Act, Sections 3(b),34 13(a),35 23(a) 36 and 35A37 of the Exchange Act, Section 20 38 of the Public Utility Holding Company Act ("Public Utility Act"), Section 31939 of the Trust Indenture Act of 1939 ("Trust Indenture Act") and Sections 3040 and 3841 of the Investment Company Act of 1940 ("Investment Company Act"). D. Small Entities Subject to the Proposed RevisionsThe proposed amendments would affect small entities that are applicants that are not natural persons. Exchange Act Rule 0-10(a)42 defines an entity, other than an investment company, to be a "small business" or "small organization" if it had total assets of $5 million or less on the last day of its most recent fiscal year. For purposes of the Regulatory Flexibility Act, an investment company is a small entity if it, together with other investment companies in the same group of related investment companies, has net assets of $50 million or less as of the end of its most recent fiscal year. The proposed amendments would apply to all small entities that are applicants. E. Reporting, Recordkeeping and Other Compliance RequirementsCurrently, applicants must file Forms ID in paper by fax. The amendments would require applicants to file these forms electronically and fax to the Commission a notarized confirming authenticating document containing at least the information the Form ID contains. Because applicants already file Forms ID in paper by fax, the only additional professional skills applicants would need would be those required to file electronically. We expect that filing electronically would increase costs incurred by some small entities. However, we expect that many small entities would not bear the full range of costs resulting from the adoption of these amendments for the reasons described below. The expected costs of mandated electronic filing consist of both initial and ongoing costs. Initial costs include those associated with learning about the electronic filing system, obtaining a computer, placing the filing data in electronic format for the initial electronic filing and subscribing to an Internet service provider. Ongoing costs are those associated with maintaining the framework developed through the initial costs by updating information required by Form ID. We expect that many small entity applicants will need to incur few, if any, additional costs from electronic filing. Some issuers may help related small entity applicants (such as subsidiaries) or make the related small entity applicants' filings for them. To the extent small entity applicants do not receive this help, we believe many already will have the computer equipment and Internet access to enable them to file using the EDGAR Filer Management website. Even small entity issuers that file Form ID electronically on their own behalf or help their related small entity applicants, whether to a greater or lesser extent, to file electronically are not likely to incur additional costs. Small entity issuers are required to file on EDGAR and generally have the needed computer equipment and Internet service provider access to enable them to file or facilitate filing using the EDGAR Filer Management website. Finally, we believe that faxing a notarized confirming authenticating document would result in negligible additional costs. A small entity applicant currently must incur the cost of faxing a Form ID and the information in the authenticating document would be no more extensive than would be needed for the Form ID itself. Based on what appear to be common practices at Washington, D.C. area banks, we believe that banks generally will notarize customer documents for no additional fee and that those banks that notarize for non-customers generally will notarize a document for less than ten dollars. F. Duplicative, Overlapping, or Conflicting Federal RulesThe proposed mandated electronic filing amendments would not duplicate, overlap, or conflict with other federal rules. G. Significant AlternativesThe Regulatory Flexibility Act directs the Commission to consider significant alternatives that would accomplish the stated objective, while minimizing any significant adverse impact on small entities. In connection with the proposed mandated electronic filing amendments, we considered the following alternatives:
We believe that differing compliance or reporting requirements or timetables for small entities or a partial or complete exemption would be inconsistent with the more efficient transmission and processing of the information Form ID requires in a manner that will benefit investors, applicants and the Commission. We solicit comment, however, on whether differing compliance or reporting requirements or timetables for small entities would be consistent with the described goals. We believe that the proposed electronic filing requirements are clear and straightforward. We are attempting to design an electronic filing system for Forms ID that will be simple for all filers to use. Therefore, it does not seem necessary to develop separate requirements for small entities. We have used design rather than performance standards in connection with the proposed electronic filing revisions because we want the Commission to be able to process readily the information involved. We do not believe that performance standards for small entities would be consistent with the purpose of the proposed revisions. H. Solicitation of CommentsWe encourage commenters to submit comments with respect to any aspect of this Initial Regulatory Flexibility Analysis. In particular, we request comments regarding:
We ask commenters to describe the nature of any impact and provide empirical data supporting the extent of the impact. These comments will be considered in the preparation of the Final Regulatory Flexibility Analysis or certification, if the proposed revisions are adopted, and will be placed in the same public file as comments on the proposed amendments themselves. VIII. SMALL BUSINESS REGULATORY ENFORCEMENT FAIRNESS ACTFor purposes of the Small Business Regulatory Enforcement Fairness Act of 1996 ("SBREFA"),43 a rule is "major" if it has resulted, or is likely to result in:
We request that commenters provide empirical data on (a) the annual effect on the economy; (b) any increase in costs or prices for consumers or individual industries; and (c) any effect on competition, investment or innovation. We also request comment on the reasonableness of this estimate. IX. STATUTORY BASISWe are proposing the amendments to Regulation S-T and Form ID under the authority in Section 19(a) of the Securities Act, Sections 3(b), 13(a), 23(a) and 35A of the Exchange Act, Section 20 of the Public Utility Act, Section 319 of the Trust Indenture Act and Sections 30 and 38 of the Investment Company Act. TEXT OF PROPOSED RULE AMENDMENTS List of Subjects in 17 CFR Parts 232, 239, 249, 259, 269 and 274 Reporting and recordkeeping requirements, Securities. For the reasons set forth above, we propose to amend title 17, chapter II of the Code of Federal Regulations as follows. PART 232 - REGULATION S-T - GENERAL RULES AND REGULATIONS FOR ELECTRONIC FILINGS 1. The authority citation for Part 232 continues to read in part as follows: Authority: 15 U.S.C. 77f, 77g, 77h, 77j, 77s(a), 77sss(a), 78c(b), 78l, 78m, 78n, 78o(d), 78w(a), 78ll(d), 79t(a), 80a-8, 80a-29, 80a-30 and 80a-37. * * * * * 2. Amend §232.10 by revising paragraph (b) to read as follows: § 232.10 Application of part 232. * * * * * (b) Each registrant, third party filer, or agent to whom the Commission previously has not assigned a Central Index Key (CIK) code, must, before filing on EDGAR: (1) File electronically a Form ID (§§239.63, 249.446, 259.602, 269.7 and 274.402 of this chapter), the uniform application for access codes to file on EDGAR, and (2) File in paper by fax, within two business days before or after electronically filing the Form ID, a notarized document, manually signed by the applicant over the applicant's typed signature, that includes the information contained in the Form ID and confirms the authenticity of the Form ID. * * * * * 3. Amend §232.101 by adding paragraph (a)(1)(ix) to read as follows: § 232.101 Mandated electronic submissions and exceptions. * * * * * (ix) Form ID (§§239.63, 249.446, 259.602, 269.7 and 274.402 of this chapter), except that the authenticating document required by Rule 10(b) of Regulation S-T (§232.10(b)) shall not be filed in electronic format, and related correspondence and supplemental information submitted after filing Form ID and before the Commission assigns access codes to file on EDGAR, shall not be submitted in electronic format. * * * * * 4. Amend §232.104 by revising paragraph (a) to read as follows: § 232.104 Unofficial PDF copies included in an electronic submission. (a) An electronic submission, other than a Form 3 (§249.103 of this chapter), a Form 4 (§249.104 of this chapter), a Form 5 (§249.105 of this chapter) or a Form ID (§§239.63, 249.446, 259.602, 269.7 and 274.402 of this chapter), may include one unofficial PDF copy of each electronic document contained within that submission, tagged in the format required by the EDGAR filer manual. * * * * * 5. Amend §232.201 by revising paragraph (a) to read as follows: § 232.201 Temporary hardship exemption. (a) If an electronic filer experiences unanticipated technical difficulties preventing the timely preparation and submission of an electronic filing, other than a Form 3 (§249.103 of this chapter), a Form 4 (§249.104 of this chapter), a Form 5 (§249.105 of this chapter) or a Form ID (§§239.63, 249.446, 259.602, 269.7 and 274.402 of this chapter), the electronic filer may file the subject filing, under cover of Form TH (§§239.65, 249.447, 259.604, 269.10 and 274.404 of this chapter), in paper format no later than one business day after the date on which the filing was to be made. * * * * * 6. Amend §232.202 by revising paragraph (a) to read as follows: § 232.202 Continuing hardship exemption. (a) An electronic filer may apply in writing for a continuing hardship exemption if all or part of a filing or group of filings, other than a Form ID (§§239.63, 249.446, 259.602, 269.7 and 274.402 of this chapter), otherwise to be filed in electronic format cannot be so filed without undue burden or expense. Such written application shall be made at least ten business days prior to the required due date of the filing(s) or the proposed filing date, as appropriate, or within such shorter period as may be permitted. The written application shall contain the information set forth in paragraph (b) of this section. * * * * * PART 239 - FORMS PRESCRIBED UNDER THE SECURITIES ACT OF 1933 7. The authority citation for Part 239 continues to read in part as follows: Authority: 15 U.S.C. 77f, 77g, 77h, 77j, 77s, 77z-2, 77sss, 78c, 78l, 78m, 78n, 78o(d), 78u-5, 78w(a), 78ll(d), 79(e), 79f, 79g, 79j, 79l, 79m, 79n, 79q, 79t, 80a-8, 80a-24, 80a-26, 80a-29, 80a-30 and 80a-37, unless otherwise noted. * * * * * PART 249 - FORMS, SECURITIES EXCHANGE ACT OF 1934 8. The authority citation for Part 249 continues to read in part as follows: Authority: 15 U.S.C. 78a et seq., unless otherwise noted. PART 259 - FORMS PRESCRIBED UNDER THE PUBLIC UTILITY HOLDING COMPANY ACT OF 1935 9. The authority citation for Part 259 continues to read as follows: Authority: 15 U.S.C. 79e, 79f, 79g, 79j, 79l, 79m, 79n, 79q, 79t. PART 269 - FORMS PRESCRIBED UNDER THE TRUST INDENTURE ACT OF 1939 10. The authority citation for Part 269 continues to read as follows: (a) Authority: 15 U.S.C. 77ddd(c), 77eee, 77ggg, 77hhh, 77iii, 77jjj, 77sss, 78ll(d), unless otherwise noted. PART 239 - FORMS PRESCRIBED UNDER THE SECURITIES ACT OF 1933 PART 249 - FORMS, SECURITIES EXCHANGE ACT OF 1934 PART 259 - FORMS PRESCRIBED UNDER THE PUBLIC UTILITY HOLDING COMPANY ACT OF 1935 PART 269 - FORMS PRESCRIBED UNDER THE TRUST INDENTURE ACT OF 1939 PART 274 - FORMS PRESCRIBED UNDER THE INVESTMENT COMPANY ACT OF 1940 11. The authority citation for Part 274 continues to read in part as follows: Authority: 15 U.S.C. 77f, 77g, 77h, 77j, 77s, 78c(b), 78l, 78m, 78n, 78o(d), 80a-8, 80a-24, 80a-26, and 80a-29, unless otherwise noted. * * * * * 12. Revise §§239.63, 249.446, 259.602, 269.7, and 274.402 to read as follows: § 239.63 Form ID, uniform application for access codes to file on EDGAR. § 249.446 Form ID, uniform application for access codes to file on EDGAR. § 259.602 Form ID, uniform application for access codes to file on EDGAR. § 269.7 Form ID, uniform application for access codes to file on EDGAR. § 274.402 Form ID, uniform application for access codes to file on EDGAR. Form ID must be filed by registrants, third party filers, or their agents, to whom the Commission previously has not assigned a Central Index Key (CIK) code, to request the following access codes to permit filing on EDGAR: (a) Central Index Key (CIK) - uniquely identifies each filer, filing agent, and training agent. (b) CIK Confirmation Code (CCC) - used in the header of a filing in conjunction with the CIK of the filer to ensure that the filing has been authorized by the filer. (c) Password (PW) - allows a filer, filing agent or training agent to log on to the EDGAR system, submit filings, and change its CCC. (d) Password Modification Authorization Code (PMAC) - allows a filer, filing agent or training agent to change its Password. 13. Revise Form ID (referenced in §239.63, §249.446, §259.602, §269.7 and §274.402) to read as follows: Note - The text of Form ID does not and this amendment will not appear in the Code of Federal Regulations. Form ID Uniform Application for Access Codes to File on EDGAR
By the Commission. Jill M. Peterson March 15, 2004 ___________________________
http://www.sec.gov/rules/proposed/33-8399.htm
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