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Non-Tech : Market Makers - What They Do and How They Do It -- Ignore unavailable to you. Want to Upgrade?

To: Savant who wrote (387)	8/28/2000 6:00:38 AM
From: Savant	Respond to of 429

And then there is the matter of 8-Ks..I think we can agree..that these ARE VERY IMPORTANT...at least in some cases. I also feel that there should be a definite, set time period in which 8-Ks should be filed, along with more clearly defined rules as to exactly what constitutes a material event. Some companies are very lax about filing these forms, at least until they tell the chosen few..and yes, I could site examples. =================================== "Another problem is with form 8-K, which discloses unforeseen material events or corporate changes that typically have an impact on a company's stock price. 8-Ks often have a negative impact on a company because they disclose unplanned things like the explosion of a manufacturing plant, a change in auditors or if the CEO runs off with all the company's cash. But here's the rub. Companies are not required to first disclose this material information in a filing to the SEC. Consequently many companies announce their bad news in a press release, where public relations pros spin it to subdue the weightiness of the news. They are not required to file the raw news--the 8-K--until days or sometimes weeks later. "Filings are the anti-press release," says Sears. "8-Ks are where you find the needle in the haystack. If those were to be filed simultaneously, individual investors and institutions would be better served." ======================== Then comes the quote that really upsets my metabolism...the arrogance of these jerks... "Quite often, analysts are privately briefed on this news before it's distributed in a press release. Attorney Daniel Kramer says that's a good thing, because individuals need analysts to understand the news." .....in a pig's eye, say I. Best, Savant forbes.com

To: Savant who wrote (387)	8/28/2000 8:59:30 PM
From: Fundamentls	Read Replies (1) \| Respond to of 429

Form three is an S-3 filing, isn't it? No, Form 3 is an Initial Filing of Equity Securities, that a corporate insider files at an IPO or when he/she joins the company or becomes an insider. It states how many shares and derivatives he/she owns directly or beneficially, and the terms of the derivatives. An S-3 is a registration statement, often used (in this context) for a follow-on offering or to register insider shares, or both. In order for an insider to sell shares, either the shares must be registered, or they must qualify for sale under Rule 144 (a special rule that lets insiders sell unregistered stock under certain limited circumstances). Typically true insiders don't sell under Rule 144, they register the stock, so the S-3 basically signals a likely intention to sell, always in advance of and often well in advance of the actual sale. In either case, the insider must file Form 4, which is the "revision" version of Form 3, to reflect the sales and to restate their new position. If Rule 144 is used, there is a separate filing covering the intention to sell. However, Forms 3/4/5 need not be filed until (I believe) the 10th of the month following the sale, and 144's take their sweet time because they go through the retail brokerage system in paper form before getting to the SEC. My only point in defending the current system is that it seems to work pretty well most of the time. As to your argument that you shouldn't have to pay twice, frankly I agree - it's just not something that really ever bothered me. Regards, Fund