April 5, 2004

From: Ruth Kaufman

To: rule-comments@sec.gov
Subject: File No. S7-14-04 - Proposed Rule: Mandated Electronic Filing for Form ID

RR Donnelley is generally supportive of the concept behind the SEC's proposal to mandate the electronic filing of Form ID to apply for access codes to file on EDGAR.

We understand that the intended effect of the proposal 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. The process, as described in the proposed rule and illustrated in the Draft EDGAR Release 8.7 Filer Manual (Appendix K), does not seem to actually expedite the process.

The SEC proposes adding a requirement for 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' whereas the current process for obtaining SEC EDGAR Access Codes does not currently require any 'authentication' or verification.

This may cause an undue burden on new applicants and result in inability to timely file documents with the SEC simply because the applicant is unable to obtain notarized documentation within a short time period. This may place a particularly difficult burden on foreign filers in different time zones.

  • Applicants enter Form ID details online (rather than entering the details on a piece of paper)
    • Will filers be able to access the online Form ID site 24 hours per day, seven days per week or will it be available only when the SEC's filing system is available 06:00 - 22:00 Eastern? If the SEC limits hours, this will be considerably less convenient for applicants than the current process since applicants can currently fill in the paper Form ID anytime and fax it to the SEC 24 hours/day. Should the SEC adopt this proposal we would like the SEC to ensure the system is available 24/7.
  • Applicants receive an electronic 'receipt' from the SEC that the online Form ID has been received.
    • This is an excellent feature, one far superior to today's method when faxing the Form ID to the SEC and one never knows whether or not the document has actually been received.
  • A step has been added to the process: Required Faxing of Confirming Document Authenticating Form ID
    • The SEC is proposing that applicants must fax a notarized document to the SEC. This document which could be sent two days before /after the Form ID must be matched up with the Form ID. This seems to add time to the process and detracts from the benefits of online application.
      • If the SEC does decide to require notarized documents, might the SEC consider accepting them in PDF format? This will eliminate the need for Filer Support staff to match up faxed documents with online applications.
    • Issues include having to fax the notarized document to the SEC. Our clients tell us that when they fax their Form ID to the SEC:
      • The numbers provided for such purposes are often busy and faxes do not go through.
      • Staff is often unable to confirm receipt of the fax and status of their request.
      • Faxes are often misplaced and filers have to re-fax documents.
    • This additional requirement adds time and cost to the applicant.
    • Requiring faxing of confirming documents authenticating the Form ID also adds to the burden of SEC Filer Support resources that need to match up faxed documents with online Form Ids (taking them away from directly assisting users).
    • The SEC has not provided information regarding how the SEC expects foreign filers (that don't have notaries) might comply with this requirement.
  • The Proposed Rule has not provided details regarding how long the process might take. Does the proposal actually shorten the process? Some parts seem streamlined such as applicants' entering of details themselves. (It eliminates the need to re-enter information and presumably cuts down on typographical errors.) However, the addition of steps (requiring applicants to get documents notarized and necessity for SEC Filer Support staff to match up documents) does not seem to offset the pros.

Internet Access: While most people/companies DO have internet access, there are some that still do not. How does the SEC propose applicants request codes if they do not have internet access?

Law firms / Filing Agents: Many filers engage law firms and filing agents. Might the SEC consider permitting filers apply for codes under a law firm or filing agents certification authority?

Using a certificate
We ask that the SEC clarify what is meant by use of the term 'certificate'. will tie users into using a certificate for submission of EDGAR filings to the SEC. We advise the SEC to ensure that this NOT me a requirement.

This seems to add yet another code (CIK, CCC, Password, PMAC and now passphrase). This seems only to add to the burden and its benefit is unclear. Can the SEC please provide further clarification as to how this simplifies the process?

Temporary Hardship Exemption:
We would like to ask the SEC to give the subject of Temporary Hardship Exemptions further consideration. What alternatives do applicants have if they have internet access but their ISP or firewall goes down? Or, what if the SEC's site is unavailable?

Point of Contact / SEC System Issues:
We request that the SEC define a point of contact should SEC access is unavailable. We also suggest the SEC modify the message for incoming calls to Filer Support to indicate when the SEC EDGAR system/communications/routers, etc. fail. This will likely decrease calls into Filer Support. If the issue is serious enough or lasts more than a specific period of time or occurs during key times of the day (e.g. 16:30-17:30 Eastern) and on peak filing days we also recommend the SEC post timely updates on their web sites regarding status.

Section 16 Filers vs. Corporate Filers:
Does the SEC recognize that individuals (e.g. for Section 16 filings) and corporations have different issues? Might the SEC consider separate solutions for these filer communities?

We suggest the SEC may want to make clear to individual filers that they not include a home address when applying for codes but a corporate address instead (since a filer's address - as entered on the Form ID - is publicly available.

Updates to Public Information about Filers: How soon after codes are generated will the filer's information be added to the http://www.sec.gov/edgar/searchedgar/webusers.htm, http://www.sec.gov/edgar/searchedgar/cik.htm and http://www.edgarcompany.sec.gov sites? Does completion of this process automatically trigger updates to these sites? (Currently, there seems to be a lag.)

We thank the SEC for the opportunity to comment on this proposed rule.

Ruth Kaufman
International EDGAR Manager
RR Donnelley