RR Donnelley Financial
February 10, 2003
Mr. Jonathan G. Katz
Dear Mr. Katz:
Thank you for the opportunity to comment on the proposed rule mandating electronic filing and website posting of Forms 3, 4 and 5.
The release does not clearly indicate whether or not the new system proposed by the SEC for on-line filing will be made available to reduced content filers. A significant number of filers do not use the SEC's software to submit filings to the SEC, using off-the-shelf and proprietary applications instead that take advantage of the SEC's "reduced content" specifications. We request that the SEC clarify that filers will be able to continue to submit Forms 3, 4 and 5 using the reduced content specifications. We further request that the SEC (1) provide specification changes well in advance of rollout of the SEC's new online software and (2) make the system available for testing purposes prior to rollout (so that programming changes can be made and tested prior to implementation).
From information presented at the open meeting held December 18 it appears that the SEC expects to receive and disseminate only a tagged data set. If so, we anticipate that this data will appear, in essence, as (unintelligible) code and not in a format easily recognizable or usable to the average investor. We recognize the need for the SEC to receive information in a format that permits easy searches and comparisons but believe that information provided in the proposed format would be of less value to the investing public than is the current electronic format. Is the SEC suggesting that filers provide two versions to the SEC (one as tagged data and another similar to the format submitted today)? If so, how does the SEC anticipate reconciling differences between the data in the two versions? We recommend that the SEC's system "translate" tagged data into user-friendly, displayable, printable formats prior to dissemination rather than relying on third-party disseminators to perform the translation.
We recommend that the SEC strongly consider allowing public companies the option to submit XBRL-tagged information for Forms 3, 4 and 5 and other filings. XBRL is designed specifically for business reporting and can integrate easily with existing systems. XBRL will make disclosures more understandable and more relevant for investment analysis and decisions.
Mandated Electronic Filing will lead to an increase in the number of requests for SEC Access Codes. Currently, filers are frequently informed by SEC Filer Support that it will take up to three days to obtain SEC Access Codes (CIK, CCC, Password, PMAC). On several recent occasions, our clients have been unable to obtain codes resulting in an inability to timely file with the SEC. In addition, other clients have reported that several sets of codes have been generated by the SEC. Individuals required to file Forms 3, 4 and 5 often sit on the boards of several corporations. Many already have CIKs assigned because the SEC initially generated them when paper format documents were submitted on their behalf. Does the SEC plan to address how this works out in practice? How does the SEC intend to both expedite an increased number of requests for SEC Access Codes and eliminate generation of duplicate sets of codes?