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Technology Stocks : THREE FIVE SYSTEM (TFS) - up from here? -- Ignore unavailable to you. Want to Upgrade?

To: raefon who wrote (1289)	4/8/1998 12:54:00 PM
From: michael c. dodge	Read Replies (1) \| Respond to of 3247

Raefon, I spent an hour last night reading the regs at 17 CFR Sec. 240.13g, and thereabouts. The upshot is this (this is not a legal opinion---all readers ask your own lawyer): Once you have to file the Form 13g indicating more than 5% ownership, you must file an Amended 13g whenever your stock ownership changes by 1% or more of the outstanding shares, or if you drop below 5%, or there is a "material" change in your position (change less than 1% of outstanding, but still "material"---a catchall provision). You are never allowed to simply "disappear". The shareholder has an obligation to file 6 copies of these notices with the SEC, and to notify the issuer (the public company) via certified mail, of each such filing. It is not the issuer's duty, nor that of the transfer agent, to make 13g filings for the shareholder, but it appears a "Catch 22" could arise where an issuer inadvertently files and publishes inaccurate proxy materials, because the shareholder did not comply with his own filing and notice (to the issuer) requirements. Not too big a deal, and probably happens more than we think. I do not know if this is wholly correct, as I made only a cursory reading of the regs---no cases or statute; or if any of this applies to TFS or any shareholder of TFS, and I am not suggesting it does. The SEC lawyers in DC and Ft. Worth Region operate only via call forwarding. They are not actually available to the citizenry. I have moved on. Everybody needs to do their own homework; its the only way. (Raefon, I know you do.)