August 26, 2004

SEC Proposes to Delay Accelerated

Yesterday, the SEC proposed to postpone for one year the accelerated filing deadline for reports on Forms 10-K and 10-Q by “accelerated filers.” Under the current rules, the filing deadline for annual reports on Form 10-K would accelerate to 60 days (from 75) for fiscal years ending on or after December 15, 2004. The deadline would accelerate to 35 days (from 40) for subsequently filed quarterly reports on Form 10-Q. The proposed postponement is intended to allow additional time for accelerated filers and their auditors to focus on complying with the new internal control report and attestation requirements.

This is good news as the results from our current quick survey on this topic reveal that about two-thirds of the respondents might or will have trouble meeting the 60-day deadline – and nearly three-quarters might or will have trouble meeting the 35-day deadline.

SEC Staff Provides Written 8-K Guidance

Okay, I know that sometimes I can be cruel. The guidance – in the form of an August 20th no-action response – is very limited and provides equal treatment for Fannie Mae under Instruction 5 to Item 2.03 of 8-K. Fannie needed the interp because its debt isn’t ’33 Act registered due to an exemption available by Section 4(5) of the ’33 Act (and Instruction 5 is limited by its terms to securities sold in registered offerings).