To: 	Jonathan G. Katz
	Secretary
	U.S. Securities and Exchange Commission
	450 Fifth Street NW
	Washington DC 20549-0609

Date: June 25, 2002

Re:  Comments on Proposed Rule - Additional Form 8-K Disclosure
Requirements and Acceleration of Filing Date

      File No: S7-22-02

My name is Steve Quinlivan and I am a practicing securities lawyer, and
the views expressed herein are my own and not those of any firm or
client.  

--With respect to Item 1.01, "Entry Into a Material Agreement", I am
opposed to any requirement to disclose a non-binding agreement such as
an unexecuted term sheet, or a mere no-shop provision, typical in
acquisition transactions.  I believe announcement of these transactions
would result in material disruptions and not provide any corresponding
benefit.  Many public companies begin acquisition transactions with a
term sheet, to form a basis of understanding with which to proceed to
due diligence.  It is simply not worth the effort to commence diligence
if price has not been agreed in general terms, but the number of issues
to be resolved and work to be done usually mean disclosure of the
tentative transaction is too preliminary to provide useful information
to investors. In addition any disclosure requirement would provide a
chilling effect on exploration of acquisitions.  The reason is if
preliminary talks must be disclosed, management may be hesitant to enter
into such talks, based on the fear of embarrassment and disruption if
such transactions are not completed.

--I am opposed to Item 1.02 "Termination or Reduction of a Business
Relationship with a Customer".  Customer relations are often fluid, and
customers often seek to exert bargaining power by threats of reduced
purchases.  Those threats are often met with counter proposals and the
like.  Management will not have an objective basis with which to
determine if a customer notification is a permanent change, or a heavy
handed threat to attempt to renegotiate terms.  Disclosure in general
terms of items should be picked up in the MD&A.

--With respect to Item 2.01, the Commission should use this amendment to
delete the filing requirement set forth in Regulation S-K Item
601(b)(10)(C) which calls for filing "any contract calling for the sale
of  any property, plant or equipment for a consideration exceeding 15%
of such fixed assets on a consolidated basis".  The Form 8-K should be
the exclusive rule for filing acquisition and divestiture agreements;
differing thresholds in Item 601 do not appear to make sense.  

--The proposed 2 day filing deadline is too short, given that review by
company management, its counsel and auditors is often required.  Many of
the proposed disclosures would be triggered by events beyond the issuers
control and advance preparation would not be an option.  The Commission
proposes allowing a two day extension by modification to Rule 12b-25.
However, market disruptions are likely to be caused by incomplete
information included in such a 12b-25 filing, and the proposal should be
extended to four days without a 12b-25 filing extension at the option of
an issuer. 


Very truly yours,


Steve Quinlivan




Steve Quinlivan
Leonard, Street and Deinard
Suite 2300 150 South Fifth Street
Minneapolis, MN 55402
Telephone:612 335 7076
Fax:612 335 1657
Email:stephen.quinlivan@leonard.com