|Bowne & Co., Inc.|
345 Hudson Street
New York, NY 10014
November 29, 2001
Mr. Jonathan G. Katz
U.S. Securities and Exchange Commission
450 5th Street, N.W.
Mail Stop 6-9
Washington, D.C. 20549-0609
Re: Mandated EDGAR Filing for Foreign Issuers; File No. S7-18-01
Dear Mr. Katz:
Bowne & Co., Inc. appreciates the opportunity to provide the Securities and Exchange Commission with comments on its proposed rules requiring the use of EDGAR by U.S.-registered, foreign private and governmental issuers.
Please note that while certain of our comments are not related directly to the rule proposal itself, we have included recommendations relating to specific aspects of the electronic filing process we believe require SEC attention prior to making the subject rule proposal effective.
1. Hours of Operation:
We request comment on whether the current EDGAR filing hours could prove to be an undue burden on foreign companies, some of whose business hours overlap minimally, or do not overlap at all, with the EDGAR filing hours.
The entire matter of EDGAR hours of operation, including the hours during which filings can be made, funds can be wired to the Mellon Bank, the hours during which SEC EDGAR telephone support is available, as well as the hours of EDGAR document dissemination, all need to be thoroughly and carefully reviewed and extended where possible.
At the very least, the SEC needs to make the administrative components of its EDGAR Filing website available 24 hours a day, seven days a week. The ability to download EDGARLink software, filing Templates, and the Fee Table as well as the ability to check on the status of submissions should not continue to be restricted to the 8:00a.m to 10:00p.m. ET hours as they are today.
With respect to the issue of when filings may be submitted (live or after hours for next business day) filers in Europe might be able to accommodate the short window currently available for live filing into EDGAR, but the burden increases substantially for both the Middle East and Asia. As the SEC recognizes, Asian issuers are approximately 13 hours ahead of the U.S. Eastern time zone and will have no access to EDGAR's live filing hours and no more than 3 or 4 hours access to EDGAR's evening hours during the normal Asian work day.
Many of the time-related filing problems could be ameliorated if EDGAR dissemination were continuous for all hours of SEC EDGAR filing receipt. Such a move would mean EDGAR is "live" for whatever its hours of operation are, but keeping dissemination continuous allows even Asian issuers to file live during a small portion of their normal business day, and avoids the obvious dislocations that will arise if disclosure is made in a part of the world whose markets are open, but EDGAR dissemination is not available to those or any other markets. Extending EDGAR's night hours of operation (even to midnight or 1:00a.m.) with all hours being live filing hours may well be the most cost-effective solution to the Asian filing problem.
The hours of operation during which a fee can be wired to the Mellon Bank should also be examined for possible extension. If an extension of hours cannot be negotiated, international issuers must understand clearly both the hours during which funds can be deposited electronically with the Mellon Bank, and the processing time required for the SEC to receive information from Mellon that the funds have been credited to the issuer's account and may be applied to fee-bearing filings.
The SEC had contemplated, and may now need to construct, system functionality that will permit issuers to make their own checks to determine if funds are available for the payment of filing fees.
2. Form ID
The SEC should revise Form ID to accommodate the international community. At present, there is no place on the form to indicate "country." Submitters must cross out "State" in order to enter a country name. Foreign variations of "ZIP Code" should also be addressed in the form.
Other changes to Form ID are needed as a result of the SEC's recent announcement that it wants Forms ID submitted via facsimile. The SEC offers submitters the opportunity to receive an e-mail or a FAX of the access codes the SEC assigns; however, the form has no place for the submitter to make such a request. (Form ID currently contains a space for an e-mail address, but it is not associated with a request for notification of access codes.)
3. The EDGAR Company Database
The Company Database located at www.edgarcompany.sec.gov needs to be carefully reviewed and modified where appropriate, as it contains a variety of problem entries such as references to countries no longer in existence (e.g., Soviet Union - code U2) as well as references to country names that do not conform to current, U.S. or international conventions (e.g., China, Communist). The web site's pull-down menus should be organized such that their ordering is based on the country name and not the SEC-assigned code that generally bears no relationship (alphabetically) to the country name.
4. Supranational Entities:
We solicit comment regarding our treatment of supranational entities' reports under the proposed amendments. Should we require, rather than permit, the above supranational entities to file their reports on EDGAR?
We believe both the investor community and the issuing community are best served by having supranational entities file electronically.
Again, Bowne & Co., Inc. appreciates the opportunity to comment of the SEC's proposed rules.
Director, EDGAR Services