Bowne & Co., Inc.
345 Hudson Street
New York, New York 10014
(212) 924-5500


April 15, 1999


Mr. Jonathan G. Katz
U. S. Securities and Exchange Commission
450 Fifth Street, N.W. Stop 6-9
Washington, D.C. 20549


Re: Rulemaking for EDGAR System; Release No. 33-7653; File No. S7-9-99

Dear Mr. Katz:

Bowne & Co. appreciates the opportunity to provide the Securities and Exchange Commission with comments on its proposed amendments to the rules governing requirements for electronic filing.

  1. How soon will individuals, companies, filing agents and training agents begin using HTML? As a filing agent, Bowne & Co. is prepared to meet the SEC's announced date of May 24, 1999 as the opening of the HTML Implementation Period.

  2. We request comment on the use of eXtensible Markup Language ("XML"), particularly for EDGAR submission header tags. This is a large, complex topic. The release does not offer any discussion, nor does it provide any indication of what the SEC really has in mind. In general, converting header tags from SGML to XML will produce no visible benefit. Even eliminating the SGML header in favor of internal XML tags that mark the information previously in the header would not be an improvement.

  3. XML, as a means of identifying content, holds great promise for the future utility of EDGAR data and probably deserves to be addressed in a more comprehensive manner, possibly through a separate agency Request for Information, that presents the details of the SEC's objectives and approach — especially a description of the extent to which the SEC expects registrants to be responsible for adding XML tags to their filings. For XML to be useful in a document collection as large and as complex as EDGAR, the agency should consider establishing defined standards through a published DTD.

    As a final comment, commercial search engines are not yet supporting XML. Only the latest web browser (Internet Explorer-5) supports it. The SEC may wish to wait until the direction the industry will take with respect to XML can be more clearly discerned.

  4. Also, we may propose that information presented as tables, charts, text, or otherwise in a graphic or image file be presented as text in an ASCII file or as an HTML table in an HTML file. Until the SEC allows images and graphics in HTML files, the current convention of requiring a numerical table or textual description should be retained for ASCII files and added to the rules governing HTML files.

  5. It also will be essential SEC rules not permit textual narrative or numerical tables to be "hidden" as graphics or images (i.e., a numerical, financial table presented as an image) in either PDF files, or later, in HTML files. To do so, would completely destroy the usefulness of the EDGAR database.

    Defining exactly what information should (or must) be presented as a graphic is probably better addressed through the SEC's Plain English initiative.

  6. Should we propose a limitation on the allowed size of each file or group of files, including graphic and image files, and provide EDGAR Filer Manual instructions on ways to minimize file size? The SEC should certainly offer instruction to filers on techniques for reducing the size of image and graphic files. The SEC could also implement the suggestions it made at its November 10, 1998 Filer Conference in which it indicated it might request filers not put exhibits (or certain exhibits) into either HTML or PDF formats to keep file sizes reasonable.

  7. However, given the fact that even ASCII files of more than 20 megabytes have been submitted to the EDGAR system, it probably is not possible to set a maximum EDGAR file size. On the other hand, recent slowdowns during peak filing periods (especially the March 31, 1999 10-K peak), suggest the SEC will need to think seriously about ways of keeping file sizes manageable. Combined HTML and PDF submissions could easily overwhelm EDGAR during any heavy filing period unless significant system upgrades are also made. The SEC may even need to rethink its decision to accept both HTML and PDF formats, and settle on one — HTML.

    Internet-based filing will help with the communications aspects of getting large submissions to the SEC (since most firms are connected through T-1, or larger lines). It will not resolve the issues associated with internal acceptance and other processing that appears to be causing queuing problems on heavy filing days.

    While it might not be possible to set a maximum EDGAR file size, it might be possible to set a limit on the size of a single HTML or PDF document.

    The SEC is also right to be concerned about the time it will take individuals to download large files from either the SEC web site or from value-added resellers using dial-up networks. Our testing done with PCs of different configurations and on HTML files of various sizes across the Internet produced sufficiently serious concerns to suggest the SEC will need to move as quickly as possible to break HTML documents into smaller, more manageable, separate files.

  8. We request comment on whether we should propose to allow or to require filers to acquire and present client side certificates from one for more vendors that we designate. This is another complex area that deserves broad, separate, careful examination. The need to move EDGAR filing away from the current private, dial-up network is occasioned primarily by the large file sizes anticipated in EDGAR modernization. An internet-based filing solution, however, means EDGAR will become a more likely target for a variety of Internet exploitations.

  9. While the need to protect both the SEC as well as filers is not in question, any implementation that reduces the current level of flexibility or is overly burdensome or poorly managed will not be acceptable.

    Client-side certificates, while introducing non-repudiation, frankly, do not appear to be warranted. Although non-repudiation of an SEC filing, in and of itself, would be desirable, there is no evidence this is a problem EDGAR need address. Bogus filings were a possibility in paper (there were instances of such filings having been made), and are a possibility with the current EDGAR system (where there appear to have been none). The SEC has traditionally chosen to deal with the issue of false filing through reliance on the securities laws, and should continue with this approach.

    In the event the SEC decides to implement client side certificates, it must be implemented in a manner that not only ensures filers are not disadvantaged and are able to acquire a certificate in a very rapid manner (one or two hours) when one is needed, the implementation must also adequately address the existing filing structure that permits agents to file on behalf of registrants.

  10. We request comment on our selection of a standard. In our view, the selection of the HTML 3.2 standard was not necessary. HTML version 4.0 is the current recommendation of the World Wide Web Consortium, and should have been adopted by the SEC and modified to address SEC concerns. The selection of HTML 3.2 complicates the task of producing high quality documents, will frustrate registrants, and will ultimately serve only to slow the process of HTML adoption.

  11. We also request comment on whether we should specify a standard screen size (e.g., 800 by 600 pixels) for HTML document preparers to use to assure that documents will fit most viewers' browser screens and will be printable on most printers. It is first recommended the SEC modify its strict HTML 3.2 standard and allow the percent attribute for setting the width of table columns, so as to ensure HTML documents will display and print properly across a wide variety of screen resolutions and printers.

  12. With the percent attribute accepted, the screen resolution concern would apply primarily to graphics. Here, it makes sense to lower the standard to 640 by 480.

  13. We request comment on the proposed tag set, including whether we should permit, require, or prohibit any particular tag. The removal of nested tables from the acceptable HTML 3.2 tag set represents a serious loss of functionality that eliminates a wide variety of presentation options. The rule proposal cites concerns that "...users of EDGAR information may find it difficult to locate and use information in documents with nested tables." It is not clear what "users" are being referenced or negatively impacted, but the decision only delays further the process of HTML adoption — especially with respect to certain mutual fund work that relies so heavily on complex layouts.

  14. Two other items are also viewed as beneficial to improving the quality of HTML presentations: a) face attribute, and b) background color. The face attribute allows for the utilization of other typefaces while defaulting to Times Roman (in most cases) if the selected face does not exist in the user's system. Background color would allow table cells to be colored.

  15. Footnote 31 states: Proposed Rule 104(a). We also would permit the filer tosubmit an unofficial PDF copy of correspondence or a cover letter document. The wording of this footnote appears to open the door for redlined PDF copies of filings. If this is the SEC's intention, it should be clarified.

Again, Bowne & Co. appreciates the opportunity to comment on the SEC's proposed rules.



David Copenhafer
Director, EDGAR Services