Scott H. Schulke
4201 Cathedral Ave., NW #318@
Washington, DC 20016-4945
April 30, 2002
Mr. Jonathan G. Katz
Securities Exchange Commission
450 Fifth Street, NW
Washington, DC 20549
re: File No. S7-08-02 Public Comments on Proposed Rule
Dear Mr. Katz:
I strongly support the Security Exchange Commission's proposal for accelerated report filing deadlines. These measures are long overdue, although not extensive enough. Accelerating disclosure requirements for Form 10K, 10Q and 8K filers is vital to promoting the integrity of financial markets, especially if the Commission continues with its limited enforcement and compliance effort. My specific comments are as follows:
1.) Mandatory electronic filings should replace the voluntary electronic basis for filing Forms 3, 4 and 5. Electronic filing should be easily achievable by these directors, officers and other 10% equity owners. Computer technology is cheap and widely available, so these largely well to do investors and insiders have no conceivable excuse for not providing this valuable information in an electronic format. These electronic filings should be made available immediately to the public through EDGAR or the SEC web site. Allow two years' notice before this takes effect, but this is long overdue. The current filing deadlines on these forms are adequate.
2.) Mandatory electronic filings should replace the voluntary electronic basis for filing Forms 144 and 144 amendments. These electronic filings should also be made available to the public through EDGAR or the SEC web site. Current filing deadlines should remain in force.
3.) Stop allowing executives to delay reporting their private sales of stock back to the company. Insider transactions are significant news whether they are open-market transactions or private sales and must be subject to normal disclosure deadlines. In some instances, executives are allowed to delay a year before reporting insider sales. This disturbing lack of disclosure was recently discussed on Jan. 30 in a Wall Street Journal article "Executives Use Delaying Tactic In Insider Sales," by Ruth Simon and Kate Kelly.
4.) Reduce the filing time for annual reports on Form 20F for foreign issuers to four months from the current six months, after a two-year grace period. These filers should also be required to file electronically like all other modern business enterprises. Examine Form 6K filings for eventual accelerated reporting as well. If these companies are sophisticated enough to participate in U.S. securities markets, they can comply with more rigorous disclosure standards that domestic companies have long complied with. These foreign companies obtain the benefit of U.S.-based securities markets, yet they degrade overall market conditions by not making prompt financial disclosure.
5.) Develop a proposal for accelerating deadlines on Form 10KSB and 10QSB filers, but make sure to provide an adequate phase-in time for these smaller businesses.
Thank you very much for you consideration.