WASHINGTON -- Dow Jones Telerate Inc., Disclosure Inc., and several other companies are considering becoming repositories for municipal bond information under the Securities and Exchange Commission's recently adopted secondary market disclosure rules.
The other companies trying to decide whether to become nationally recognized municipal securities information repositories for bond issuers' annual financial information and notices of material events include Financial Information Inc., Fiduciary Communications Co., and even Moody's Investors Service.
John Viglotti, business development manager for Disclosure, Inc., the Bethesda, Md.-based firm that operates the SEC public reference room and archives all SEC filings, said this week that his company is definitely planning on applying for NRMSIR status.
"We think we meet all of the requirements," he said.
Sanford Jacobs, a spokesman for Dow Jones Telerate, a New York City-based information vendor for the financial markets, said his company is "investigating the advantages and disadvantages of becoming a NRMSIR."
Robert Apfel, president of Fiduciary Communications in New York City, said, "We're trying to sort out what role we might be called upon to play and whether we want to become a NRMSIR."
"I wouldn't be surprised to see a large number of firms that want to register as NRMSIRs," said Apfel, whose company acts as an agent for trustees and issuers in disseminating information to bondholders.
David Goldstein, chief operating officer for Financial Information, a Jersey City, N.J.-based vendor, said, "It's something we've considered in the past that we might revisit in the context of the new rules."
Moody's is also looking at possible NRMSIR status, but not as seriously as these other companies, a spokesman for the company said.
"It's one of about 100 things we're looking at and seeing what's involved," the spokesman said.
The SEC rules bar broker-dealers from underwriting municipal bonds as of July 3, 1995, unless they have "reasonably determined" that an issuer or borrower has agreed in writing to provide ongoing disclosure of annual financial information and notices of material events.
The rules also prohibit broker-dealers from recommending bonds as of Jan. 1, 1996, unless they have in place the procedures and systems needed to monitor material events that could affect the bonds.
Issuers or borrowers must send annual financial information to each NRMSIR and to any depository set up in the state in which the bonds were issued.
Notices of material events must be sent to either the Municipal Securities Rulemaking Board or to each NRMSIR as well as to any depository established in the state.
SEC officials said this week that they have received several inquiries from companies interested in applying for NRMSIR status, but they declined to identify the companies.
The SEC plans to give these companies and the three existing NRMSIRs informal guidance during the next few weeks about how to apply or reapply for NRMSIR status under the new rules, the commission officials said.
"We'll probably talk to them by phone," one of the officials said.
The SEC is likely to employ the same procedures that have been used in the past for granting NRMSIR status, the officials said.
Under those procedures, a company sends the SEC a proposal outlining how it plans to operate as a NRMSIR. The SEC effectively approves the proposal by sending the company a "no action letter" stating that the commission will take no action against any issuer that makes its bond disclosures available through the company.
The "no action letters" could contain additional SEC guidance such as how quickly a NRMSIR must make available the notices of material events and annual financial information that it receives from issuers and borrowers, one SEC official said. However, no such decision has been made yet, he and other SEC officials stressed.
The three existing NRMSIRs, the companies considering NRMSIR status, and other firms seeking to play some role under the new SEC rules met with Municipal Securities Rulemaking Board officials last week.
Christopher Taylor, the executive director of the MSRB, said the purpose of the meeting was to "begin to confront some of the problems that NRMSIRs will face in receiving material events information from issuers."
Several company representatives who attended the meeting said that most of the discussion focused on the minimum amount of information that NRMSIRs would need from issuers or from the MSRB to deal with notices of material events.
Most market participants believe that issuers and borrowers will send notices of material events to the MSRB rather than to each of the NRMSIRs. Taylor, however, said that this is not his view and that he's not willing to speculate on what issuers will do.
Meanwhile, the three existing NRMSIRs -- Kenny Information Services, Bloomberg Financial Markets, and The Bond Buyer -- are gearing up to provide secondary market disclosure services to broker-dealers so that they can comply with the SEC's rules.
Kenny is about to unveil a test model of a new disclosure service that not only will allow a broker-dealer to quickly check what infromation has been disclosed with regard to a municipal bond but will also establish a record of the inquiry to demonstrate the dealer's compliance with the rules, Kenny officials said this week.
The service would be an adjunct to a new windows-based bond information service called KENNYCONNECTS that collects and displays in one place all of the descriptive and price information available through Kenny plus additional information like credit ratings that are available through third parties, they said.
Kenny is planning to go online with KENNYCONNECTS at the end of the year after roughly three years of development that was made possible when McGraw-Hill Inc. acquired Kenny and pumped $15.4 million into the company.
A broker-dealer that subscribes to KENNYCONNECTS could call up information about any of the 1.5 million outstanding bonds through an eight-digit Cusip number. Cusip stands for Committee on Uniform Securities Identification Procedures.
Much of this information, including notices of material events, is already available through the company's KENNYBASE service, but KENNYCONNECTS will make it available in a more integrated, easy-to-call-up-and-scan format, the Kenny officials said.
Kenny plans to make the disclosure service available through KENNYCONNECTS next year, they said. As currently planned, a broker-dealer subscribing to the disclosure service would obtain disclosure information by clicking on a "disclosure" icon at the top of a computer screen after typing in a bond's Cusip number and getting descriptive information about the bond.
The disclosure icon would be a lightbulb whose color indicates the status of the financial information and material events received with regard to a bond issue.
A green lightbulb would mean that the current financial statements of the issuer or borrower are available and that no notices of material events have been received during the past three months.
A yellow lightbulb would mean that current financial information is available but at least one notice of a material of event has been received during the past three months.
A red light bulb would indicate that no current financial information is available.
By clicking on the light bulb icon, the broker-dealer could call up a screen that contains a description of the bond and shows when annual financial information and notices of events were received. Copies of the documents would be available electronically or by facsimile or other means, depending upon the communications link chosen by the customer.
The broker-dealer could also call up an account summary showing the dates and specifics for each inquiry it made so that it could demonstrate compliance with securities laws and rules.
Bloomberg is gearing up to offer issuers' annual financial information electronically, Bloomberg officials said. Right now the information is available in print form. Notices of material events also are already available in print or electronic form, they said.
Bloomberg's current service allows customers to call up descriptive information about a bond, including whether the issuer or others have disclosed annual financial information or notices of material events. A customer can obtain the information by typing in a six-digit or eight-digit Cusip number of the issuer's name.
Bloomberg does not at this time offer a means of tracking or recording broker-dealer disclosure inquiries to establish a compliance trail, Bloomberg officials said.
The Bond Buyer, a separate unit of Thomson Municipal Services that is affiliated with this newspaper, has six disclosure products in the works, Thomson officials said.
These products include: a system to alert market professionals to material events that could impact their municipal bond holdings; a service to broadcast all disclosure announcements through direct feeds to firms; and, a database retrieval system to provide complete descriptive information about a bond, including a disclosure compliance profile of the issuer.
The company plans to offer financial documents in a variety of formats. It will also offer software to assist market participants in analyzing the suitability or appropriateness of an investment under different scenarios.
In addition, The Bond Buyer is offering consulting services to assist states in establishing bond information depositories, Thomson officials said.