[15792]
March 21, 2003
TO: CLOSED-END INVESTMENT COMPANY COMMITTEE No. 17-03
SEC RULES COMMITTEE No. 25-03
RE: SEC WEBSITE ESTABLISHED FOR CREATING AND FILING FORMS 3, 4, AND 5
As we previously informed you, the Securities and Exchange Commission proposed
rules that would require the electronic filing of insider beneficial ownership reports under
Section 16(a) of the Securities Exchange Act of 1934.1 In the release proposing those rules, the
Commission stated that when the mandatory electronic filing of Forms 3, 4, and 5 is required, a
new on-line filing system would be available.2 The SEC yesterday announced the establishment
of a new Internet website exclusively for the creation and submission of Forms 3, 4, and 5.3
According to the Notice, the new website will be available on or about March 24, 2003
for the creation and submission of “test” filings to the EDGAR system. It encourages companies
to use the new website to submit “test” filings and to provide the SEC with comments or
suggestions for improving the system as soon as possible. The test system will be available for
approximately 30 days and after April 25, 2003, the test system will go “live” and filers will no
longer be able to make Form 3, 4, or 5 filings using the existing EDGAR template system. From
that time until the date the mandated electronic filing rules become effective, filers will need to
file Forms 3, 4, and 5 either electronically, using the new on-line website system or private
company software products, or in paper. The Notice contains detailed instructions regarding
use of the new website.
The Notice states that comments regarding the new website should be provided to the
Office of EDGAR and Information Analysis in the Division of Corporation Finance at (202)
942-2940 (phone) or (202) 942-9542 (fax). Any specific technical comments regarding difficulties
1 See Memorandum to Closed-End Investment Company Committee No. 2-03 and SEC Rules Committee No. 1-03,
dated January 6, 2003.
2 See SEC Release Nos. 33-8170, 34-47069, IC-25872 (December 20, 2002) [67 FR 79466 (December 27, 2002)]. A copy of
the release is available on the SEC’s website at http://www.sec.gov/rules/proposed/33-8170.htm.
3 See Notice to EDGAR Filers: SEC Establishes New Website for Creating and Filing Ownership Forms (“Notice”). A copy of
the notice is available on the SEC’s website at http://www.sec.gov/info/edgar/ednews/ownerfilesite.htm.
2
in using the new website should be communicated directly to the SEC staff. If you have any
comments that would be appropriate for the Institute to raise with the SEC staff, you can reach
me by phone at (202) 218-3563, fax at (202) 326-5827, or e-mail at ddonohue@ici.org.
Dorothy M. Donohue
Associate Counsel