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U.S. Securities and Exchange Commission

Comments on Proposed Rule:
Selective Disclosure and Insider Trading

Release Nos. 33-7787, 34-42259, IC-24209, File No. S7-31-99


Author: Rob Ashby at Internet Date: 04/28/2000 1:13 PM Normal TO: RULE-COMMENTS at 03SEC Subject: Proposed Regulation FD: File No. S7-31-99 ------------------------------- Message Contents I support this regulation fully. Partial disclosure from public corporations is not acceptable to me. All investors should have full access to information. I relied on professional money managers and stock brokers during most of the 90's. I lost a lot of my capital and never came close to matching the S&P 500 index results. Since that time, I have retired and decided to manage my portfolio myself. I have made money and actually beaten the S&P 500 each year. I have read the arguments against this regulation and find them completely ridiculous. If the industry really has my best interest at heart, why did they squander so much of my hard earned income? I paid huge fees for bad advise. Advise given to me so they could use my investment money to make their large clients more money. They did not act in my best interest then and will not in the future. Their claim that I am too stupid to interpret basic financial information for myself is insulting. The hard part for me is to try to determine how the professional managers have spun the selectively disclosed information in order to manipulate me. There is simply too much conflict of interest in the current system. The industry needs selective disclosure because they are unable to compete on a level playing field. Since most of the "professionally managed" (I keep hearing numbers in the 90 percentile range) fail to match the market, what value do they add? Information is power. With the Internet and other modern means of communication, it's time to give all investors equal access to information. If the large brokerage houses cannot find a way to add value to their services, then they deserve to pass into history. Ralph R. Ashby, MD


Author: at Internet Date: 04/28/2000 3:39 PM Normal TO: RULE-COMMENTS at 03SEC Subject: Proposed Regulation FD: File No. S7-31-99 ------------------------------- Message Contents Please stop selective disclosure, Thanks, Rod & Ann Barfield


Author: desnoterns@webtv.net (John Barrett) at Internet Date: 04/28/2000 4:53 PM Normal TO: RULE-COMMENTS at 03SEC Subject: "Proposed Regulation FD: File No. S7-31-99. ------------------------------- Message Contents Vote for a level playing field. John P. Barrett


Author: "Thomas E. Bielinski" at Internet Date: 04/28/2000 2:17 PM Normal Receipt Requested TO: RULE-COMMENTS at 03SEC Subject: proposed reg FD: file no. S7-31-99 ------------------------------- Message Contents Dear Sir or Madame: I am writing to encourage your adoption of Proposed Regulation FD. i have reviewed the letter dated 4/6/00 from Lee Spencer, written on behalf of the SIA. The letter obviously attempts to maintain a priveledged position for analysts and their employers, to the detriment of the investing public. That letter makes much of the role of analysts in uncovering and distilling information for we "dumb clucks" that comprise the investing public. Mr. Spencer overlooks the fact that most analysts serve as mere cheerleaders for public companies. How often do you see a "sell" recommendations ? To the extent that analysts are privy to inside "dirt" on a company, you are assured that it is only that analyst's employer, friends, and customers that share in the information promptly. I request that you make this regulation permanent. I write to you in my capacity as an individual investor. Sincerely, Attorney Thomas Bielinski Brookfield, Wisconsin tbielinski@aol.com


Author: Valdis Budrevics at Internet Date: 04/28/2000 4:20 PM Normal TO: RULE-COMMENTS at 03SEC Subject: Proposed Regulation FD: File No. S7-31-99 ------------------------------- Message Contents Selective disclosure is an elitist measure. Keep the playing field level for all investors. Valdis Budrevics


Author: at Internet Date: 04/28/2000 2:15 PM Normal Receipt Requested TO: RULE-COMMENTS at 03SEC Subject: Proposed Regulation FD, File No. S7-31-99 ------------------------------- Message Contents THE CHICAGO BAR ASSOCIATION 321 South Plymouth Court Chicago, Illinois 60604 April 28, 2000 Jonathan G. Katz Secretary, Securities and Exchange Commission 450 Fifth Street, NW Washington, D.C. 20549-0609 Rule-comment@sec.gov Re: Proposed Regulation FD, File No. S7-31-99 Dear Mr. Katz: The Chicago Bar Association (CBA) appreciates the opportunity to comment on proposed Regulation FD. In general, the CBA supports the SEC's objective of eliminating selective disclosure, which provides an advantage to certain analysts and may erode credibility in the marketplace. In response to the SEC's request for comments, the 1934 Act Subcommittee of the CBA's Securities Law Committee met to consider the proposed regulation. The comments below reflect the views of the Committee, but do not necessarily reflect the views of any individual member of the Committee. Initially, the CBA would observe that the SEC's selective disclosure concern appears to be directed primarily at the conference calls between company officials and the "sell-side" analysts. If this is truly the directed focus of the concern, as an alternative to the proposed regulation, the CBA would recommend a precise, narrowly tailored regulation requiring that all such calls be accessible to all investors (through a universal call-in number or webcast) and announced in advance, as is the practice of more and more companies every day. However, assuming the SEC elects to proceed with Regulation FD in the form it is drafted, and although not each and every aspect of the proposed regulation was considered, there was consensus as to the following comments. Definition of "Person acting on behalf of an issuer" As drafted, the CBA believes that the definition provided for "person acting on behalf of the issuer" is overly broad, with the danger that statements by unauthorized employees, officers, consultants, advisors of the corporation, and others may trigger a disclosure obligation or corrective statement where it is unnecessary or burdensome. For example, if an analyst is researching a manufacturing company and calls an environmental consultant or the employee of the consultant to ask about his or her opinion concerning a certain remediation project, on an "off the record" basis, how would the company executives responsible for complying with Regulation FD learn of the statement? Why should the company be responsible for the statement or its impact when the environmental consultant has been engaged to assist the company in environmental matters but not to make public announcements on behalf of the company? The same issue may even arise with a company's own sales representative, especially if they are independent representatives, not employees. Moreover, there would be a substantial amount of time devoted to considering whether or not any such disclosures were material under SAB 99 and the relevant case law. On balance, the CBA believes that it would be more appropriate to limit the application of the regulation to those officers of the company authorized or designated to speak on behalf of the Company. The standard for the authority necessary to bring the disclosure within the proposed regulation should be premised on actual or ratified authority, not apparent authority. Definition of "Public disclosure" First, under the current proposal, posting information on the company's website would not satisfy the requirements for "public disclosure." The CBA recommends that the SEC revise the proposed regulation to provide that a posting would constitute public disclosure. In today's environment, the CBA believes that information posted on websites is more quickly and universally disseminated than any other form of disclosure, for small and large companies alike. Second, the current proposal requires public disclosure within 24 hours of a non-intentional selective disclosure. That proposal causes practical problems because of a number of circumstances, including weekend or holiday selective disclosure events, weekends or holidays following a selective disclosure event, and the inability to obtain corporate approval for public disclosure within such time period after appropriate review and materiality consideration. This difficulty would be even more pronounced in companies whose operations are worldwide or whose executives are frequently traveling. An acceptable alternative would be to require the disclosure promptly, or, if a specific standard is desirable, within two business days (which would be a minimum period needed to accommodate for global time zone differences). Sincerely, Jerry J. Burgdoerfer James J. Eccleston Co-Chairs, Securities Law Committee Michael E. Kernan Chair, 1934 Act Subcommittee


Author: "Burke; Jerry; CTR; OSD/C3I" at Internet Date: 04/28/2000 3:01 PM Normal TO: RULE-COMMENTS at 03SEC Subject: Proposed Regulation FD: File Number S7-31-99 ------------------------------- Message Contents I FULLY SUPPORT full, complete and timely disclosure of information that companies now provide exclusively to Wall Street analysts. The government prosecutes those who engage in making a financial gain using "insider information". How much different is it, then, to make major financial decisions using information that is not available to everyone? There is also a very strong smell of "you scratch my back (with inside information) and I will scratch your back (with a good evaluation)". I believe that the briefings and "insider information" provided Wall Street MUST be published in a public forum. Isn't that what American is all about? Jerome J. Burke/Independent Investor


Author: "J. J. Capone; PhD RAC" at Internet Date: 04/28/2000 1:55 PM Normal TO: RULE-COMMENTS at 03SEC Subject: Proposed Regulation FD: File No. S7-31-99 ------------------------------- Message Contents I'm opposed to this proposed rule since there is no reason why the information, if made available to the WS Analysts should not simultaneosly be made available to the public. This is a biased and unfair release of potentially valuable and public information. J. J. Capone, PhD DIVERSIFIED BIOMEDICAL TECHNOLOGIES, INC. Office (847) 934-8080 FAX (847) 934-8125 EMail jimc@dbtco.com


Author: "Clark; Colin M" at Internet Date: 04/28/2000 12:38 PM Normal TO: RULE-COMMENTS at 03SEC Subject: Proposed Regulation FD: File No. S7-31-99 ------------------------------- Message Contents Proposed Regulation FD: File No. S7-31-99 I am in favor of the proposed rule to stop selective disclosure. I believe that free access to information by everyone is in the best interests of all investors and the companies they own or propose to own. Brokers have a raison d'Ítre only to facilitate the transfer of that ownership, not to act as gatekeepers of information. Colin M. Clark cmclark@home.com


Author: "tclifford" at Internet Date: 04/28/2000 2:52 PM Normal TO: RULE-COMMENTS at 03SEC Subject: Proposed Regulation FD: File No. S7-31-99 ------------------------------- Message Contents End selective disclosure! Tracy Clifford


Author: "Joe DeGroat" at Internet Date: 04/28/2000 2:26 PM Normal TO: RULE-COMMENTS at 03SEC Subject: "Proposed Regulation FD: File No. S7-31-99" ------------------------------- Message Contents I fully support of the SEC's proposal to "level the playing field" by implementing new rules to combat selective disclosure of information by public companies. I too am alarmed by the growing incidence of 'selective disclosure' of material corporate information. I agree that it is not appropriate for companies to selectively disclosed important information -- such as upcoming earnings figures -- in conference calls or meetings that are open only to selected securities analysts and/or institutional investors, and which exclude members of the public and the media. It is critical that this problem be addressed and the SEC's efforts must succeed. At stake are the very principles our market is founded on. The SEC serves a vital role in our markets and I am sending this memo to urge the SEC to hold fast to your fine tradition and continue to uphold what is fair and just. Please represent to common citizen and stand firm for the rights of the many as opposed to benefits of the "elite" on Wall Street. Thanks. Joe DeGroat 3914 2nd Ave NE #5 Seattle WA, 98105


Author: "Dorsett; Cecil R COL EAMC" at Internet Date: 04/28/2000 3:36 PM Normal TO: RULE-COMMENTS at 03SEC Subject: Proposed Regulation FD: File No. S7-31-99 ------------------------------- Message Contents Sirs, Please level the field and allow all investors to have access to the same information at the same time. It is time to halt the practice of selective disclosure to analysts without making the same information available to all investors. Thank You, Cecil R. Dorsett


Author: "Wayne Eaton" at Internet Date: 04/28/2000 4:14 PM Normal TO: RULE-COMMENTS at 03SEC Subject: Proposed Regulation FD: File No. S7-31-99 ------------------------------- Message Contents Subject: Proposed Regulation FD: File No. S7-31-99 Why should Wall Street analysts have access to insider information? They certainly aren't catering to the small investor, such as myself. They're just a much added expense with very little benefit in this new digital electronic age. Wayne E. Eaton


Author: "Daniel F. Fox CPA" at Internet Date: 04/28/2000 4:10 PM Normal TO: RULE-COMMENTS at 03SEC Subject: Proposed Regulation FD - File No. S7-31-99 ------------------------------- Message Contents I am in favor of this REG. CREATE A FREE MARKET! VTY, DANIEL FOX CPA


Author: SFA Architects at Internet Date: 04/28/2000 5:27 PM Normal TO: RULE-COMMENTS at 03SEC Subject: Proposed Regulation FD: File No: S7-31-99 ------------------------------- Message Contents I have Read press release 99-171 and I am in agreement with your proposed rule changes. I am a small individual investor in control of my own stock purchases and sales; and I have the same right to the information in a timely manner as the brokerage firms and analysts. It will be in the best interest of an efficient marketplace for all investors to have equal access to all company information. James F. Geers


Author: "Dr. Jacque A. Griffith" at Internet Date: 04/28/2000 3:42 PM Normal TO: RULE-COMMENTS at 03SEC Subject: "Proposed Regulation FD: File No. S7-31-99" ------------------------------- Message Contents "Proposed Regulation FD: File No. S7-31-99" Please.........Discrimination is against the law.....Meaning treating one different than another.......and this sounds discriminatory to me and others..... Let's draw the line....don't allow the laws of equality to be broken - preserve order - we are at a time where people are being brought to answer for the laws they break.....since no one.....no one.....is above the law.... ...before someone else draws it for those who disregard these laws.... Here's to justice and your ability to uphold or break the law of discrimination.... Meaning treating one different than another.......


Author: at Internet Date: 04/28/2000 3:04 PM Normal TO: RULE-COMMENTS at 03SEC Subject: "Proposed Regulation FD: File No. S7-31-99" ------------------------------- Message Contents The practice of selective disclosure may have had some basis when it was put into force, although it is hard to figure out what a reasonable basis might have been. However, in today's environment, it is downright biased towards Wall Street. Overall, it is hard to understand how simultaneous disclosure of information to the public and the analysts can be detrimental to Wall Street. If Wall Street claims to be better equipped/skilled to dissect and digest the news before revealing it to the public, then it's a lame excuse because simultaneous disclosure still provides the same edge to them based on their skills. As a matter of fact, it is quite evident based on the overwhelmingly "positive" recommendations given out by analysts on the companies they follow, that they are in fact using the "early" disclosure to "dress" the facts as presented by the companies, to make them look more "favorable". And let's not even mention the potential for "insider" trading due to "early" disclosure to the select few! The only fair way to address this is to have "simultaneous disclosure" and then let the analysts (who are "specialists") dissect the presented information and come out with their own recommendations. The large part of the public that cannot dissect the news to form their own opinion will still base their decisions on the analyst recommendations. The smaller (but growing, due to the ubiquity of information & learning on the Internet) part of the public that is skilled enough to dissect the news will be able to use it in a more timely fashion, for their purpose. The bottomline is, as the world is opening up, as we are entering the 21st century, artifical "barriers" are being torn down; one cannot keep providing "subsidies" to the "privileged" when it comes to information sharing. Let's tear down this "artificial" barrier to the sharing/availability of information since it does not alter the factual situation of the company; instead, it only discriminates by limiting the info on the factual situation to a select few. Anil Gupta An Individual Stock Investor


Author: Mike Hatz at Internet Date: 04/28/2000 12:40 PM Normal TO: RULE-COMMENTS at 03SEC Subject: Proposed Regulation FD: File No.S7-31-99 ------------------------------- Message Contents I support this proposal. Mike Hatz United States Technical Services


Author: "Ingles; Kim J" at Internet Date: 04/28/2000 2:14 PM Normal TO: RULE-COMMENTS at 03SEC Subject: Proposed Regulation FD: File No. S7-31-99 ------------------------------- Message Contents I believe that all companies should make public all information and not give it to a few select analysts . I'm suprised that you would even consider otherwise....


Author: Stephen Jones at Internet Date: 04/28/2000 3:55 PM Normal TO: RULE-COMMENTS at 03SEC Subject: Proposed Regulation FD: File No. S7-31-99 ------------------------------- Message Contents Dear SEC, I appreciate your efforts to level the playing field of available investing information. Regulation FD is a common sense approach to improve equal access to corporate information. Many times I have witnessed the stock price of a company move sharply up or down only to learn later that the company selectively disclosed material information on a closed conference call, analyst meeting, or broker conference. Such selective disclose undermines public confidence in the fairness of the market. It is obvious that you will receive pressure from brokerage firms and institution investors suggesting that eliminating selective disclose will be burdensome. They do not want to lose their inside advantage and insider profits. However, please remind them that many institutions that we, as a society value, have similar burdens. Democracy is a very messy system. It requires that people are able to embarrass public officials through their freedom of speech, we cannot force our religious beliefs on others, and police cannot force a confession from a suspect. These are burdens that we accept to have a free and open society. Under Regulation FD companies will have to provide equal access to information to all investors. This might reduce insider profits, trading on non public information, reducing the information advantages institutions have over small investors, and cause other problems from the viewpoint of the favored few. There was an interesting example of the importance of selective information to the favored few. Approximately two years ago a brokerage analyst for Boston Scientific (BSX) cried in public that he was dropping coverage on BSX because the company would not provide him privileged access to information. How, he wailed, could he cover a company if he had only publicly available information to base his conclusions. Poor man, he recognized the difficulty that small investors have when they are excluded from selective disclosure of material information. The problem today from allowing selective disclose of information is enormous. Many individual investors feel that they cannot compete with the institutional insiders. There is a sense of alienation from the capital markets. Many investors feel that they must invest through institutions since the institutions have inside information. Mutual funds and brokerage firms will oppose Regulation FD since they want small investors to feel that the individual investor cannot have the same access to information that the institutions have. While it may be advantageous for many individual investors to invest through institutions the reason that they chose to invest with the institutions should be based on the benefits of diversification, professional money management, their knowledge of companies - not a fear that the deck is stacked against the small investor. Regulation FD will have immense benefits to society. A broad and efficient market will be a more stable market. Individuals that are investing with a 30 year retirement horizon have not panicked in market downturn as much as institutional money managers who are worried about losing their job if their quarterly numbers are not good. An efficient market requires that all participants have equal access to all information. Unfair profits that are received by a few insiders who have access to selective disclosure of information undermines public confidence in the market. I read that the SIA wants to keep their privileged access to information. This is to be expected. Why would anyone voluntarily give up a privileged position? They admit that approximately 20% of all companies exclude small investors from conference calls and that 26% exclude the media. As a small investor I do not want to have my knowledge of a company filtered through an analyst nor be forced to use his brokerage firm. I want and expect the same access to information that an institutional investor has today. The SIA has commented that" We believe that many conscientious issuers will seek to avoid the problems created by Regulation FD by eliminating meetings with individual analysts and small groups of analysts, becoming more circumspect in what they say at open meetings and eliminating the current practice of frequent telephone conversations with analysts. All of these steps will result in less information to investors." This statement affirms the proposition that material information is provided to a few analysts. The information provided to analysts is not equally shared with all investors. Institutions pay fees to analysts firms in the believe that they are gaining an edge in making their investment decisions. An edge based on privileged access to material information. The SIA wrote that "It hardly needs saying that analysts perform a necessary and very valuable function in the US capital market." The SIA's bias prevents them from understanding any other viewpoint. Many investors do not think that analysts perform a valuable function. Many believe that the analyst's value, if any, is a result of their access to selective disclosure of material information. This inside information is disclosed verbally to selective clients or later to small investors. Equal access to information will not reduce the analyst's benefits of education, experience, or concentration on a specific industry. Equal access only eliminates their advantage to selective disclosure of material information. The SIA wrote that "The proposal could result in issuers declining to engage in dialogues with individual analysts or small groups of analysts and instead insisting on sessions at regular intervals open to a number of analysts, with listen-only access to the media and the public. These are likely to take on the orchestrated character of a Presidential news conference in which members of the audience are authorized to ask one question, and perhaps a short follow-up question, but not a series of questions in dogged pursuit of the facts. Undoubtedly, the questions from the different participants will not be coordinated or follow in any logical order or comprehensive way. Due to fierce competition among analysts to obtain the best information, they will be reluctant to ask questions in an open session that tip off their competitors as to the direction of their thinking or information that they think would be meaningful. If the questions cannot be asked in private, they may not be asked at all. Is that good for the market?" My comments are as follows: 1) I would hope that Regulation would eliminate closed door sessions whereby there is selective disclose of material information. Analyst meeting should be recorded and distributed via the Internet such has been done by Intel. 2) The whole thesis of this argument is that analyst need private meetings in which they obtain non public information about the company. If the analysts are so bright why can't they ask tough questions in an open meeting. I have not observed opponents of the President of the United States cowering and afraid to ask tough and embarrassing questions. 3) A private investor does not have the opportunity to ask question of management. Nor does a private investor have immediate access to the information gained by the analyst. Many brokerage firms are now releasing to public the on a delayed basis their company reports since they have already privately disclosed the information to their best clients. 4) The firms that are represented by the SIA are so used to privileged access to information they are concerned about the value they will have if they no longer have privileged access to selective disclosure of material information. They are concerned about having to compete on the basis of intelligence, knowledge, and hard work. The proposed rule does not eliminate the role of analysts but removes their privileged position. The are trying to protect what should be an illegal privileged access to material information. The SIA objected that meetings with analysts would require an attorney to be present to determine what is material. They SIA is so biased towards protecting their privileged position that they cannot imagine losing that insider position. A simple solution for companies is to make all meeting open and available via the Internet. No attorneys would be required. Back in the days when people rode a horse to work it was not feasible for companies to distribute information to all investors at the same time. However, modern communication networks have changed the means that everyone can use to distribute information on a timely basis to investors around the world. In particular real time media streaming over the Internet enable companies to disseminate information concerning their company to interested investors on a real time basis any where in the world. The cost of this method of distribution is minuscule compared to the benefits to an efficient market. Efficient market require simultaneous equal access to material information. Technology companies such as Intel, Texas Instruments, and Qualcomm have showed that it is very easy for companies to provide investors access to earning conference calls, annual meetings, and meetings with analysts. The technology is available today for companies to provide all investors access to material information on the future prospects of the company. An examination at some of the objections the privileged few have raised shows the weakness of their argument. 1) Regulation D will have a chilling effect on corporate disclosure. Only companies that have selectively disclosed information to insiders would be concerned. A company that broadcasts over the Internet their meetings with institutional investors would not need to be concerned if the information being discussed is material 2) Litigation is a risk. Again, open disclosure of all meeting is an absolute defense against selective disclosure of information. 3) Individuals do not have the background to understand the discussion in analyst meeting and need the information interpreted for them. Give me a break. One only has to listen to the stupid questions asked by many analysts or their pleading to company management to provide earnings guidance to realize this is not a group that you want to filter the information you have on a company to make your investment decision. While some investors may want to make investment decisions based on filtered information they should not be required to make their decisions based on second hand information. As an investor I have decided that I can invest intelligently in a company only when I have access to earnings conference calls and analyst meeting. The amount of information presented in these meeting that is never disclosed in press releases is enormous. I invest principally in technology companies. One can gauge the future prospects of a technology company only if you understand their technology. Frequently, design wins, actions by standards committees, and research efforts are discussed in these meeting. These facts are generally not published by brokerage firms in their coverage of these companies. Filtered information amounts to misinformation and privileged insider information for the institutions. Analysts meetings must be open to the public. Formal printed information, no matter how comprehensive, is no substitute for understanding the strength of management. Individual investors should be granted access to the Road Show information provided to institution investors. The presentations provide valuable insights to the knowledge, experience, and responsiveness of management. This information is not in the prospectus. Currently, institutional investors have better access to information for making investment decisions than individual investors. Streaming media over the Internet would improve providing equal access to investment information. The SEC is to be commended for seeking a means for all investors to simultaneously obtain equal access to material information. Thank you for your efforts to level the playing field for all investors. Equal access to information now! Stephen Jones PO Box 2355 Lufkin TX, 75902


Author: at Internet Date: 04/28/2000 5:22 PM Normal TO: RULE-COMMENTS at 03SEC Subject: FD: File No S7-31-99 ------------------------------- Message Contents Brokers, market makers, and the big-money boys have been ripping-off the the little guy for so long they think that they are entitled to do so. When someone like Richard Ney exposes them, they dismiss him as a crackpot. The closed "system" keeps the status quo. Stop playing with a stacked deck! Philip J. Kaus Investor


Author: Ari Kermaier at Internet Date: 04/28/2000 3:57 PM Normal TO: RULE-COMMENTS at 03SEC Subject: Proposed Regulation FD: File No. S7-31-99 ------------------------------- Message Contents As a non-professional individual investor, I wholeheartedly applaud the proposed regulation to require fair disclosure of material facts. The time for the securities markets to be old-boys insiders' clubs is long over. Bravo! Ari Kermaier


Author: Debra Latzen at Internet Date: 04/28/2000 3:06 PM Normal Receipt Requested TO: RULE-COMMENTS at 03SEC Subject: Proposed Regulation: FD File No. S7-31-99 ------------------------------- Message Contents I would like to have all the information at my fingertips, so that I, the Individual Investor can make an informed decision about my Investments. What about the saying " and the truth shall set you free" Don't under-estimate the power of the individual, we are stronger and smarter than you may think. Debra M. latzen Debra M. Latzen


Author: C Lawrence at Internet Date: 04/28/2000 2:19 PM Normal TO: RULE-COMMENTS at 03SEC Subject: "Proposed Regulation FD: file no. S7-31-99 ------------------------------- Message Contents Please level the playing field. Not doing that is ensuring that the rich get richer and the small investors get poorer. The premises in the preamble to the constitution require that "all are created equal under the law", yet big and institutional investors are treated above that law. Are institutions afraid of the small investor? We're the addition to the pot that has made stock trading more lucrative for all. Why are we being discriminated against? We're not asking for a break, just to be treated equally. C J Lawrence


Author: Erik Ledbetter at Internet Date: 04/28/2000 4:48 PM Normal TO: RULE-COMMENTS at 03SEC Subject: Proposed Regulation FD: File No. S7-31-99 ------------------------------- Message Contents Dear Securities and Exchange Commission: I am writing to voice my strong support for the elimination of selective disclosure embodied in Proposed Regulation S7-31-99. As an individual equity investor I firmly believe I should be able to evaluate the same material information about publicly traded companies in which I am invested or in which I am considering investing at the same time as any other investor, individual or institutional, large or small. The securities industry takes the position that "The alternative model of millions of individual investors and potential investors poring over prospectuses and periodic reports is highly theoretical and out of sync with the real world." Well, this in one real-world investor who knows perfectly well how to read prospectuses and locate and read Edgar filings. In response to the industry's "theoretical model," I would stress the disadvantages to the individual investor of the all-too-real current model in which underwrite IPOs and private and public placements for corporations, and then turn represent their analysis of those corporations-their most lucrative clients--as independent and skeptical analysis. Elimination of selective disclosure would be a major palliative to this pervasive and corrosive conflict of interest. Transparency is the key prerequisite to fairness and efficiency in equity markets. Disclosure of material information should be equally transparent to all investors, regardless of size or affiliation. Sincerely, Erik Ledbetter ___________________________________ Erik G. Ledbetter Director of Content SMARTHINKING, Inc. 1819 H St. NW, Suite 500 Washington, DC 20006 |V| 202.543.5034 x208 |F| 202.543.5589 ___________________________________


Author: Mike Lipsey at Internet Date: 04/28/2000 4:10 PM Normal TO: RULE-COMMENTS at 03SEC Subject: Proposed Regulation FD: File No. S7-31-99 ------------------------------- Message Contents As a shareholder of several publicly held companies, I fully support the Commission's proposed regulation on fair disclosure. Sincerely, James M. Lipsey 4800 Arapaho Trail Okemos, MI 48864-1449 lipsey@pilot.msu.edu


Author: Betsy/Mychal Loving at Internet Date: 04/28/2000 12:08 PM Normal TO: RULE-COMMENTS at 03SEC Subject: Proposed Regulation FD: File No. S7-31-99 ------------------------------- Message Contents Yes! Absolutely, it's time for information to be distributed fairly and promptly to the investing public. The future of a healthy American economy -- and a healthy democracy -- is in open accessibility to the Market and in empowering all with appropriate information as it becomes available to support savings and investment. Thanks for this wonderful opportunity to support a big step forward for our country Betsy Wright Loving 11918 - 246 St. NE Arlington, Washington 98223-8129 360-435-0992


Author: Kelly Mead at Internet Date: 04/28/2000 12:18 PM Normal TO: RULE-COMMENTS at 03SEC Subject: Proposed Regulation FD: File No. S7-31-99 ------------------------------- Message Contents To whom this may concern: I am writing this as a concerned citizen that Wall Street has been allowed to participate in "insider trading" with full legal approval from the government. The time when investors needed someone to hold their hands while making decisions about where to put their money is over, if it wast truly needed in the first place. Most consumers today have enough sources of information to make informed decisions but by letting Wall Street keep this power of communication you are condoning insider trading to take place as all who may wish to trade on a commodity are not able to obtain the information that is being released to a select few. I believe that this was a thing of much contention in the 1980's. So is it the way of the government to now condone this so that those of us who cannot afford to pay those who have this information to be trampled under their heels as they try to monopolize trading stocks only through them. It is no longer necessary to have thousands of dollars to open stock accounts which if anything as increased the economy of the United States. I would hate to see the common man become disillusioned with trying to find their fortune in our stock market because they discover they are not trusted to make their own decisions. That would be the gravest of insult to those hard working men and women who work so hard toward the American Dream to be told it's not for you because your to stupid. That is what this is saying to us that even tough its our blood sweat and tears that make it possible for us to have that money to buy stocks we don't have the intelligence to have it. I would like to thank you for your time in reading this letter. Sincerely, Kelly Mead


Author: "Gene Merrill" at Internet Date: 04/28/2000 12:07 PM Normal TO: RULE-COMMENTS at 03SEC Subject: Proposed Regulation FD: File No. S7-31-99 ------------------------------- Message Contents Don't cave to the wall street lobby. Keep the playing field level and stop selective disclosure. -- gene merrill portland, or 503.232.6321


Author: Tomasz Motylewski at Internet Date: 04/28/2000 9:42 PM Normal TO: RULE-COMMENTS at 03SEC Subject: Proposed Regulation FD: File No. S7-31-99 ------------------------------- Message Contents I support your move to require public companies to disclose important information to all investors. I was even suprised when I have learned that there was no such rule until now. My understanding was that companies have to publish such information, or not disclose it at all. I have been investing in the USA since over 8 months. Before I was investing in Poland for few years. The big difference I see is that in USA usually I see first the news and then the price movement. In Poland opposite. Best regards, -- Tomasz Motylewski General Guisanstr. 184 4054 Basel Switzerland tel. +41-61-2673807


Author: Irina Rybalova at Internet Date: 04/28/2000 1:44 PM Normal TO: RULE-COMMENTS at 03SEC Subject: Re: Proposed Regulation FD - File No. S7-31-99 ------------------------------- Message Contents Michael Nuzhny 379 Leonard Drive New Milford, NJ 07646 Re: Proposed Regulation FD - File No. S7-31-99 Dear Sir/Madame, The selective disclosure to select few is shaking the confidence of the Individual Investor. This practice is unfair and the individual investor is often misled. The select few brokerages are using the information to their advantage first before it becomes public. By doing so they may or may not break the law. But the confidence is shaken. There are numerous examples. The most recent was when the information about the Microsoft revenue decline was available to Goldman Sachs. A week later when it became available to the public Microsoft was already down 15-20 points. Only then MSFT was removed from Goldman's recommended list. Therefore, I support your regulation to ban the selective disclosure. Thank you. Michael Nuzhny


Author: "Lloyd Parmley" at Internet Date: 04/28/2000 3:09 PM Normal TO: RULE-COMMENTS at 03SEC Subject: Proposed Regulation FD: File No. S7-31-99 ------------------------------- Message Contents Reference: Proposed Regulation FD: File No. S7-31-99 Please allow everyone equal access to investment information Lloyd Parmley, D.M.D.


Author: at Internet Date: 04/28/2000 5:02 PM Normal TO: RULE-COMMENTS at 03SEC Subject: "Proposed Regulation FD: File No. S7-31-99" ------------------------------- Message Contents Dear SEC: Hello my name is Satyam; I am a 20yr old investor and a full time college student. I have some thoughts on this subject that I feel are important to this issue. I feel that it is in now way just, that you take vital information from companies, etc., and filter to analyst first before distributing that information to the investors. Why must you hold such information from us investors? With such biases, you the SEC, are creating an unequal playing field. Is not are money and insights just as important. We live in a society were individuals have a right to access such information without the influences of analyst objectives. It is our hard earned money that we invest into the market and having our money dictated by "analyst" is not just. We should have a right to foresee the market future of the market. Its our money that runs the economy. You should in no way be concerned with the volatility of the market. Do not analyst make the market more volatile? In fact, there initial agenda is filled with self earnings and visions of self prosperity. They dictate the market as the way "they want the see the market to proceed." The "analyst" have a need to dictate investors and our use of money. Thank society for companies such as motelyfool.com. Who stand up for the public, who goes arms way to provide such information and respect or rights. How is it that you see us, the public investors, creating an unappreciated analyst? Their reputation will still be just as important as they were before. However, efforts to protect the appreciation of analyst and withhold the public investors from information about companies earnings, etc., is in no way equal. Equality is the only path that you may travel.....Please, make the market to level the markets playing field, by not doing so, I think you are withholding the market from true prosperity and growth. In no way will the initiating of an equal market make the market more volatile....This is just my thoughts, but there are countless others who fell the same...Welcome to the 21st century, equality will prevail !!!!! Satyam Patel


Author: at Internet Date: 04/28/2000 2:41 PM Normal TO: RULE-COMMENTS at 03SEC Subject: Proposed Regulation FD: File No. S7-31-99 ------------------------------- Message Contents Dear Sir or Madam, I am strongly opposed to Selective Disclosure. I would like the SEC to require full disclosure eaqually. I was directly affected by selective disclosure on a large trade in Compaq last year when teh company gave analysts information that was not made immediately available to the individual investor community. Please do no allow institutional investors to harm small investors such as myself with this practice. Respectfully, Keith Prilliman kprillmn@flash.net


Author: "Zita I. Rahbar" at Internet Date: 04/28/2000 1:45 PM Normal TO: RULE-COMMENTS at 03SEC Subject: Proposed Regulation FD:File No. S7-31-99 ------------------------------- Message Contents I fully support the SEC's efforts to change the rules that currently allow companies to give important information to Wall Street analysts, but not to the general public. As investors, we all have a right to have equal access to information necessary to make stock decisions and it's high time that the playing field is leveled. Zita I. Rahbar President, Creative Marketing Solutions


Author: "Ramiz; Anwar" at Internet Date: 04/28/2000 3:46 PM Normal TO: RULE-COMMENTS at 03SEC Subject: Proposed Regulation FD: File No. S7-31-99" ------------------------------- Message Contents Would like to vote against selective disclosure. Thanks Anwar Ramiz Inter: Anwar.Ramiz@Compaq.Com


Author: at Internet Date: 04/28/2000 3:22 PM Normal TO: RULE-COMMENTS at 03SEC Subject: proposed reg FD FILE # S7-31-99 ------------------------------- Message Contents Individual investors and the professional investment profession should be on a level playing field. Professionals should not have preferential treatment to information. I have invested both with the help of a professional and on my own. I do my own research and do much better on my own. Barbara Reyes


Author: Neil Roberts at Internet Date: 04/28/2000 11:59 AM Normal TO: RULE-COMMENTS at 03SEC Subject: Proposed Regulation FD: File No. S7-31-99 ------------------------------- Message Contents I am strongly opposed to selective disclosure of information to analysts. Neil Roberts


Author: exel at Internet Date: 04/28/2000 4:56 PM Normal TO: RULE-COMMENTS at 03SEC Subject: Proposed Regulation FD - File No. S7-31-99 ------------------------------- Message Contents Irina Rybalova, MD 1465 John Street Fort Lee, NJ 07024 RE: Proposed Regulation FD - File No. S7-31-99 Dear Sir, I fully support your proposed regulation to ban the selective disclosure. I believe it will bring more fairness, integrity, and confidence to the marketplace. Sincerely, Irina Rybalova, MD


Author: Diane Schenker at Internet Date: 04/28/2000 4:38 PM Normal TO: RULE-COMMENTS at 03SEC Subject: Proposed Regulation FD: File No. S7-31-99 ------------------------------- Message Contents Selective disclosure is elitist and goes against the grain of us regular folks educating ourselves and investing our money. If someone wants to take the time to research stocks, invest and accept the results, that person should not be excluded from what should be publicly available information. The "Boys' Club" has got to end! Thank you. Diane Schenker Web Editor at Davis Polk & Wardwell New York, NY


Author: at Internet Date: 04/28/2000 4:18 PM Normal TO: RULE-COMMENTS at 03SEC Subject: Proposed Regluation FD:File No. S7-31-99 ------------------------------- Message Contents April 28, 2000 SEC Representative, As an individual investor, I support your proposed Regulation to stop the practice of selective disclosure. Selective disclosure is a form of "inside information" which disadvantages in the marketplace, the investing public and shareholders. Any move to promote fairness will improve our markets. I have little confidence in market fairness at this time. Despite this, I invest because equities offer a means for the individual to get ahead financially over time. Very Truly Yours, Joanne Schmidt Retired


Author: "Paul R. Selzer" at Internet Date: 04/28/2000 2:13 PM Normal TO: RULE-COMMENTS at 03SEC Subject: Proposed Regulation FD File No. S7-31-99 ------------------------------- Message Contents Dear SEC, Why do some of the people on Wall Street receive trading information advantagious to their clients whereas the individual investor doe not receive the same trading information? It is as close to insider trading one can get but this unfair practice has been going on for quite some time. I am in favor of the new legislation proposed to provide this information to all investors.


Author: "Francis Slater" at Internet Date: 04/28/2000 2:12 PM Normal TO: RULE-COMMENTS at 03SEC CC: at Internet Subject: Proposed Regulation FD: File No. S7-31-99 ------------------------------- Message Contents Please approve the proposed regulation requiring Fair Disclosure. FWSlater


Author: Mark Talbot at Internet Date: 04/28/2000 3:21 PM Normal TO: RULE-COMMENTS at 03SEC Subject: Proposed Regulation FD: File No. S7-31-99 ------------------------------- Message Contents I am writing to you in support of Proposed Regulation FD: File No. S7-31-99 The brokers, analysts and institutional investors who oppose this regulation would like to keep control of information, because information is the power they hold over the market. However, any good economist will tell you that the greater the exchange of information between buyers and sellers in a market place the more efficient the transaction is and the more valuable the transaction is for both parties. Let's face it. The buyer is not the broker, or the analyst. They act on the buyer's request, but they are not the buyer. The buyer is me and others like me, the American Public. Now it is true that institutional investors are the closet things to buyers because they have been entrusted to decide and act for the buyer, therefore they may be considered the buyer. But, why should one institutional investor have an advantage over another? Or better yet, ask yourself why should a buyer who is represented by and institutional buyer be disadvantaged for having that institutional investor chosen for him and then not included on "selective Disclosure" information? The fact is a level playing field is to all our advantage. A more efficeint market is a more profitable market for all involved. Sincerely Mark Talbot 5337 Whitneville Rd. Alto, MI 49503 mark@felder.com


Author: Jonathan Van Matre at Internet Date: 04/28/2000 2:28 PM Normal TO: RULE-COMMENTS at 03SEC Subject: Proposed Regulation FD: File No. S7-31-99 ------------------------------- Message Contents I am strongly in favor of this regulation. It is amusing, in a sinister sort of way, that the same experts in the financial industry who are fond of appearing in the media saying that individual investors have too much of a tendency to "buy the ticker" are the ones now opposing this ruling. As an individual investor, I much prefer to have as much information as possible about a company before buying. If Wall Street really wants us to make informed decisions, instead of the uninformed ones they claim are contributing to volatility in the market, then they should turn loose the reins on selectively disclosed information and let this regulation be implemented. --Jonathan Van Matre


Author: "Johnny Waller" at Internet Date: 04/28/2000 2:13 PM Normal TO: RULE-COMMENTS at 03SEC Subject: "Proposed Regulation FD: File No. S7-31-99" ------------------------------- Message Contents To Whom It May Concern: I am an independent investor, and I write in support of Proposed Regulation FD to eliminate the practice of selective disclosure. In today's volatile market place some analysts perform as poorly as the individual investor at times although they have the opportunity to profit from selective access to material information. My point being, George Soros, and Julian Robertson. While I understand "why" analysts are lobbying against open access, "the almighty greed," I feel that now is the time for the fair and free market. Having the same access to information will only level the playing field and disallow discrimination. The analysts that make bad choices will continue and the individual investor likewise, but at least the information will be available to anyone that wants to make informed decisions. I urge the selective disclosure of material information be banned. Yours truly, Beth Waller retired Farm Credit Banks


Author: Rick Wilson at Internet Date: 04/28/2000 5:00 PM Normal TO: RULE-COMMENTS at 03SEC Subject: Proposed Regulation FD: File No. S7-31-99 ------------------------------- Message Contents Gentlemen: It is my opinion, that the public deserves, at the very least, to be informed as much as Wall Street. In fact, I believe, the public should have "full disclosure" and "full access" to all of a company's information. This great country of ours was built on the solid foundation of "of the people and for the people". Therefore, one must conclude that full disclosure should always be give to the public. Let the people make up their own minds and interrupt the information according to their own perceptions and strategies. ---------------------------------------------------- Author: Richard S. Wilson, OIT Systems Operations Manager Nova Southeastern University 3301 College Avenue Fort Lauderdale, FL 33314 http://www.nova.edu E-mail: rick@nova.edu 800-541-6682, x4998 - 800 voice 954-262-4998 - Local voice 954-262-3801 - FAX 954-832-8020 - Alpha pager 9548328020@alphapage.airtouch.com - Email pager http://www.messaging.airtouch.com/paging/sendpage.html ----------------------------------------------------


Author: Nancy Wilson at Internet Date: 04/28/2000 1:17 PM Normal TO: RULE-COMMENTS at 03SEC Subject: Proposed Regulation FD File No. S7-31-99 ------------------------------- Message Contents I hope the Securities and Exchange Commission (SEC) will allow companies to give important information to Wall Street analysts AND simultaneously give the news to the public at large. While Wall Street, no doubt is spending big and lobbying hard to keep the current system of selective disclosure in place, I think the current system does the individual investor a disservice. Individuals need this important information to make good investment choices. Why should only the analysts benefit from the selective information made available? Doesn't make sense does it? Thanks for listening. Nancy Wilson


Author: Scott Wirth at Internet Date: 04/28/2000 4:09 PM Normal TO: RULE-COMMENTS at 03SEC Subject: Proposed Regulation FD: File No. S7-31-99 ------------------------------- Message Contents Proposed Regulation FD: File No. S7-31-99 As a recent college graduate and a new investor I am adamantly opposed to this regulation. Investors in general need all the information for research to have the ability to make a good decision. If an investor has all the information and makes a poor decision - then the cause of the investors loss can only be himself. However, if a poor decision is made because of a lack of knowledge (being withheld on purpose) than this can be partly to this regulation and should be unlawful! Give the investors all the information, and let them make a choice. This freedom of choice is the foundation of our government and our financial institutions - all I ask is to make the field level and give us all the information you have. Scott Wirth


Author: at Internet Date: 04/28/2000 4:35 PM Normal TO: RULE-COMMENTS at 03SEC Subject: Proposed Regulation FD: File No. S7-31-99 ------------------------------- Message Contents By further opening the disclosure process to the public, a more efficient market will result. Selective disclosure to Wall Street analysts may have served a purpose in the past when dissemination of the information through their network of brokers was perhaps the most efficient way to get the word out. However, that method was never very effective, as the "news" was filtered and often too late and selective to be of much use to investors. As the markets are public, it would benefit individual and institutional investors to have access to the same information on a timely basis. I hardly think the effect will do much to the large investors when I buy a 100 shares of a company that disclosed plans to expand into a new market, etc. As part of the SEC's mission to keep the securities markets a place where everyone can play on a level field, I fully support any efforts to open up the back rooms to the full view of the investing public. Sincerely, Mike Young

http://www.sec.gov/rules/0428b05.htm


Modified:05/18/2000