Dialogue with the SEC's Director of the Division of Corporation Finance

At the fall meeting of the American Bar Association Committee on Federal Regulation of Securities on December 6, 2003, Alan Beller, Director of the SEC Division of Corporation Finance, addressed the Subcommittee on Securities Regulation and discussed Sarbanes-Oxley Act matters, recent rulemaking and operational activity in the Division. Issues discussed included: 1. Public Company Accounting Oversight Board's proposed internal controls standard, 2. Regulation G, 3. Section 302, and 4. Section 402. The Division is actively working on the 8-K expansion project again. The SEC received many comments on the May 2002 proposal. They are focusing on "presumptively material, extraordinary" items, such as new or terminated material contracts, acceleration and default events, material exit, and disposal activities, impairments, de-listing or violating listing standards and restatements.