MEMORANDUM

To :	Commission File No. S7-08-02
From :	Jeffrey J. Minton Special Counsel Office of Rulemaking Division of Corporation Finance U.S. Securities and Exchange Commission
Re :	Acceleration of Periodic Reporting Filing Dates and Disclosure Concerning Website Access to Reports, Release Nos. 33-8989; 34-35741
Date :	May 15, 2002

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On April 18^th and 29^th, Division of Corporation Finance staff received a call from Roxanne Reardon of Simpson Thacher & Bartlett who expressed the following concerns:

• The caller mentioned that it is her understanding that the Commission is not declaring registration statements effective until the proxy statement is filed or the Part III information is included in the Form 10-K or registration statement. Accelerated deadlines could create an even longer "black-out" period between the Form 10-K and the proxy statement.

• The caller inquired about the impact of the proposals on a company registered under Section 12(g) of the Exchange Act that is not publicly listed or traded and therefore does not have a readily ascertainable public float.