| Analyst's Presentations, November 1998 |
November 17, 1998 Ms. Cathy Dixon Chief Counsel Division of Corporation Finance U.S. Securities and Exchange Commission Mail Stop 3-3 450 Fifth Street, N.W. Washington, D.C. 20549 REF: Our telephone conversations on November 3 & 16: Analyst's Presentations Dear Ms. Dixon: As we discussed in our telephone conversations, part of the typical process of a public/private offering is the marketing of the transaction by the investment bank(s) involved in the transaction. As part of the process the underwriter(s) will often take their analyst on the road for a marketing roadshow. The audience is mainly comprised of those buy-side institutions that would be likely candidates for buying the securities offered in the transaction. Of course, no marketing takes place before the offering is registered. The analyst will typically cover all aspects of the transaction including comparables and forecasts. They will often use slides, show a presentation from their PC, or use a handout to follow along. In all cases nothing is left behind for the prospective buyer of the security. Our approach, which we have discussed with several investment banks, would follow the same approach as outlined in our No-Action letter dated July 23, 1998. Al the same steps would be taken to ensure that the analyst presentation would be transmitted to a narrow audience. A password would be required to view the Internet analyst presentation, the password process would be controlled by the investment bank, and a daily log w3ould be generated as to who viewed the presentation. Also, consistent with our NetRoadshow No-Action request, steps would also be taken to prevent the copying of the material. Per our conversations, the only analyst's that we are referring to, and the only one's covered by this letter, are those analyst's that are employed by the lead manager(s) or co-manager(s) applicable to the particular transaction. In summary, as with the Internet roadshow, we will simply be taking a process that already exists and opening it up to help 'level the playing field.' As with the Internet roadshow, the material would only be distributed via password to a select audience and would therefore not be considered a broadcast or a writing. Thank you again for your consideration and not objecting to, or recommending enforcement action, to move forward with this approach. Sincerely, Brad Hammond President |