Global Securities InformationJanuary 22, 2003 Mr. Jonathan G. Katz
RE: Comments on File No. S7-52-02, "Proposed Rule: Mandated Electronic
Dear Mr. Katz: Thank you for the opportunity to comment on the rule mandating electronic filing and website posting of forms 3,4, and 5. Global securities Information agrees with your intent as stated "to facilitate the more efficient transmission, dissemination, analysis storage and retrieval of insider ownership and transaction information in a manner that will benefit filers and the Commission". However we have some issues surrounding the way in which you wish to carry this out and are concerned that your proposal will not fulfill the mandate as required by Section 403 of the Sarbanes-Oxley Act of 2002. As a disseminator, the simplest and most cost effective way for us and many other disseminators is to accept the filings as they are currently filed and add the additional fields that you intend to collect to the header file. This would cause minimum changes in our existing systems as we could choose to ignore the additional filing fields and accept filings as they have been filed in the past. This would enhance the efficient transmission and dissemination of the forms and not put an over burdensome cost on the disseminator and hopefully reduce the amount of times the contractor has trouble with new filings as the contractors system has been down 6 times since October. (You did not mention additional costs assumed by the disseminator in your Cost benefit analysis) The proposed amendment of instruction 6 that would make the notes in up to three different places would reduce disclosure and clarity of information as opposed to enhancing it. Accepting the filings as they are currently filed would alleviate our concerns surrounding this proposed amendment to instruction 6. You are not specific about the additional data fields that you would be collecting. We propose that you collect the same fields that are included in the SEC's Official Summary (see attachment) which include all of the current header file information and security, Nature of ownership, relationship, date of transaction, character, amendment or original, transactions, bought or otherwise acquired and sold or otherwise disposed of, month end holdings, and option. We propose that you use the same symbols to denote the transaction that have been used in the Official Summary. We also propose that unlike the Official Summary that you accept the burden of showing the official record and not put that on the reporting person (Please note disclaimer in Official Summary). I believe that this will significantly enhance the individual investors ability to look at trends of buying and selling that currently affect the market price of individual stocks. Sufficient competition exists in the marketplace as demonstrated by the fact that there are current software programs that allow you to file forms for as little as $40 per form retail. This price drops dramatically for annual contracts. Also I know of no less than 10 third party providers of this type of service (Currently, Global Securities Information does not file documents with the SEC through the EDGAR system). The SEC should not curtail this private sector business by offering filing services that compete in this marketplace. The innovation will come from the third party providers, if not given an early disincentive to develop efficient systems for filing forms 3,4, and 5 Our concern over section 403 compliance lies in the lack of clarity of the proposed rule on requiring the issuer to file and then the SEC to display a copy of the official statements specifically the initial statement of beneficial ownership (3), statement of changes in beneficial ownership (4), and annual statement of changes in beneficial ownership (5). We are very happy that the Commission is moving to include forms 3,4, and 5 on its EDGAR system and believe that this will result in a better-informed investing public. If you have any questions please contact me at 202-637-8480 or via e-mail pbrown@gsionline.com
CC. Senator Paul S. Sarbanes
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