AMERICAN HOME PRODUCTS CORPORATION
FIVE GIRALDA FARMS, MADISON, NEW JERSEY 07940
Jeffrey S. Sherman TELEPHONE (973) 660-6150
ASSISTANT GENERAL COUNSEL FAX 973 660-7155
CORPORATE INTERNET: firstname.lastname@example.org
March 29, 2000
Mr. Johnathan G. Katz
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington D.C. 20549
Re: Comments Letter
File No. S7-31-99
Dear Mr. Katz:
Based on my analysis of proposed Regulation FD, I respectfully urge the Securities and Exchange Commission (the "Commission") to extend the period during which public comments may be submitted prior to acting upon the proposal.
Without question, the proposed rule is intended to address significant issues of selective disclosure identified by the Commission and has been structured in a manner that is not intended to inhibit the flow of corporate information to the investment marketplace. To that end, I recognize that proposed Regulation FD is not intended to give rise to private liability and that an enforcement action brought by the Commission would require proof that a material selective disclosure was either intentional within the meaning of the rule or, if unintentional, that it was not followed by prompt public disclosure. Nevertheless, there is genuine concern in the investment community that the proposed rule will have a chilling effect upon corporate disclosures. Among the issues that clearly merit further analysis are the scope of the rule dealing with third parties who have agreed to maintain nonpublic information in confidence and the issue of whether or not a particular disclosure is in fact material. My primary concern is that, in light of the delicate judgments that would be required to be made in the context of each communication with the analyst community, prudent issuers will in fact reduce the information that they disclose to the financial community and that the purposes of the rule will therefore not be served.
Jeffrey S. Sherman