From: Manning, Clarence [Clarence.Manning@cingular.com] Sent: Monday, August 19, 2002 11:57 AM To: 'rule-comments@sec.gov' Subject: S7-31-02 Cingular Wireless LLC 5565 Glenridge Connector Atlanta, GA. 30342 August 18, 2002 Securities and Exchange Commission 450 Fifth Street, N.W. Washington, D. C. 20549-0609 Attention: Jonathan G. Katz, Secretary Re: File No. S7-31-02 Ladies and Gentlemen: This letter is submitted in response to the SEC's request for comments in Release No. 34-46313, dated August 6, 2002, regarding proposed revisions to the rules and forms adopted under Section 16(a) of the Securities Exchange Act of 1934 . I write only to suggest a new approach to reporting acquisitions of issuer securities pursuant to employee benefit and dividend reinvestment plans through regular and automatic payroll deductions or application of cash dividends. The current systems used by issuers and their administrators (e.g., record-keepers, trustees, transfer agents) make compliance within a 2-day time frame absolutely impossible without substantial overhaul of processing and reporting systems. Rather than subject plan transactions to a slightly longer reporting deadline, I suggest a new reporting model that would treat as acquisition "transactions" subject to Section 16(a) the insiders' volitional plan elections and not the acquisition of the underlying securities. The transactions that would be reportable would involve only payroll-deduction Internal Revenue Code Section 423, 401(k), etc. plans, non-qualified purchase and deferred compensation plans and dividend reinvestment plans, plus dividends paid on top of the acquired securities. Insiders would be required to file a Form 4 to report volitional changes in or new elections involving issuer stock, such as participation elections, changes in levels of participation, changes in investment directions for contributions of "new" money, and fund-switching transactions. A Form 5 could be required to reflect and reconcile the net impact of actual acquisitions and dispositions of beneficial interests in the issuer securities pursuant to these type plans. These types of acquisitions have not been and are not likely to be subject to abuse, and no compelling public interest would be served by requiring prompt disclosure. Unless the Commission adopts such a filing approach, there will be an enormous increase in Form 4 reports covering insignificant securities transactions, since each participating officer would be filing every two weeks for payroll-deduction driven plans and four more times to reflect dividend payments -- potentially 30 Form 4 reports per officer for these types of plans alone. The burden on issuers, their insiders and the Commission in preparing and processing these filings is unjustified by any possible value such disclosures might provide to investors. Such transactions are primarily automatic and flow from decisions of the insiders to participate to various degrees in these plans. Therefore, actual purchases are not indicative of insiders' views of long-term operating trends and are generally not capable of being effected to beat the release of material non-public information. On the other hand, those volitional participation decisions would carry substantially greater value for investors, for they would signify the insiders' knowledge of and faith in his or her company over the long term. Such a reporting rule would have the following compelling benefits: * it could be implemented on August 29 with a permanent 2-day filing deadline and would avoid the logistical problems that would otherwise compel a special delaying or phase-in rule, * it would greatly reduce the number of meaningless filings, * it would save administrators significant costs and efforts to develop and implement new systems to meet a virtually instantaneous reporting requirement, and * it would more likely identify transactions that might be of real value to investors in assessing long-term company performance. Such a novel approach to reporting periodic plan transactions would be consistent with the Act and the Commission's August 6 release regarding the appropriateness of a different approach where a 2-day deadline is not "feasible". Certainly, the Commission would have sufficient authority under Section 3(a) of the Sarbanes-Oxley Act and Section 36 of the Exchange Act to craft such a rule if it sees fit. Respectfully submitted, Clarence B. Manning Chief Securities Counsel