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 :	June 7, 2002

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From 10:00 a.m. to 12:00 noon on June 7, 2002, Chairman Pitt, Commissioner Glassman, members of the Division of Corporation Finance, the Office of Economic Analysis and the Division of Enforcement met with a large delegation of the American Society of Corporate Secretaries. To comply with Sunshine Act requirements, only one Commissioner was present at any given time. Chairman Pitt gave opening remarks and left at approximately 10:15 a.m. Commissioner Glassman joined the meeting at approximately 11:00 a.m. and remained for the remainder of the meeting. The ASCS delegation included Pauline Candaux, Susan Ellen Wolf, Alan Dye, Broc Romanek, Judy Witterschein, Kathy Gibson, Carol Ward, David Smith and Bob Lamm. Matters discussed included the ASCS comment letter on the acceleration and website proposals, themes from other comment letters received, the critical accounting estimates proposal and other rulemaking initiatives.

Pauline Candaux provided a summary of the ASCS comment letter, including the results of the ASCS survey and the need for a lengthy transition period. In addition, ASCS representatives mentioned a couple of additional points not mentioned in their comment letter:

• The representatives mentioned that it is their 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. They noted that with accelerated deadlines, there would be an even longer "black-out" period between the Form 10-K and the proxy statement.

• The representatives expressed concern over whether including a website address in any filing constitutes incorporation by reference of any website information and requested clarification from the Commission on this point.

• Regarding the website proposal, the representatives asked the Commission to clarify in the adopting release if providing access by means of a link to the Commission's website would be acceptable.