* SEC Release No. IC-22731 (July 1, 1997).
July 8, 1997
TO: ACCOUNTING/TREASURERS COMMITTEE No. 18-97
INVESTMENT ADVISERS COMMITTEE No. 22-97
SEC RULES COMMITTEE No. 66-97
RE: SEC PROPOSES MANDATORY ELECTRONIC FILING OF FORM 13F
______________________________________________________________________________
The Securities and Exchange Commission has issued a proposal to require electronic
filing through the EDGAR system of Form 13F. (Form 13F is a report that institutional
investment managers with investment discretion over accounts holding at least $100 million in
fair market value of certain equity securities must file quarterly with the SEC.) A copy of the
proposal is attached.*
Comments on the proposal must be filed by August 7th. If there are issues you
would like the Institute to consider addressing in its comment letter, please call me at (202)
326-5822 or Greg Smith at (202) 326-5851 by Monday, July 21st.
In explaining the basis for the proposal, the attached release states that the Commission
is aware of increasing demand for the electronic availability of Form 13F reports. It indicates
that "the Commission believes that shareholders may find the information contained in Form
13F filings useful in tracking institutional investor holdings in their investments and that
issuers, too, may find detail as to institutional investor holdings useful, since much of their
shareholder list may reflect holdings in ‘street name, rather than beneficial ownership." The
release points out that the proposal would afford Form 13F reports the same degree of
availability to the public as other Commission electronic filings.
The release notes that currently, Form 13F reports may be filed electronically on a
voluntary basis, on Form 13F-E. Form 13F-E must be filed on magnetic tape, and only about
five percent of Form 13F filers use it. The proposal would permit filing of Form 13F reports by
direct transmission and diskette as well as by magnetic tape, and the detailed formatting
requirements of Form F-E would not apply. Requests for confidential treatment and the
information for which confidential treatment is requested would continue to be filed in paper.
(Upon denial or expiration of a confidential treatment request, electronic filing would be
required.)
2The proposal would amend Rule 13f-1 under the Securities Exchange Act to: (1) specify
that each amendment to a Form 13F must either restate the form in its entirety, as
amended, or designate the amendment as containing only additions to the previous filed
report; and (2) require that amendments be sequentially numbered. In addition, the proposal
would revise the organization and presentation (but not the substance) of Form 13F. The
proposed new three-part format would include a cover page, a summary page and an
information table, each containing specified information. A copy of the proposed revised form
is included in the attached release.
Frances M. Stadler
Associate Counsel
Attachment