SEC Announces Reporting Requirements for Companies
Audited by Andersen LLP
FOR IMMEDIATE RELEASE
Washington, D.C., March 18, 2002 — The Securities and Exchange Commission today released the orders and rules it announced on March 14, 2002. The Commission issued these orders and rules to assure a continuing and orderly flow of information to investors and the U.S. capital markets in light of the indictment of Arthur Andersen LLP.
"We are committed to ensuring that investors continue to receive the timely financial information to which they are entitled," said SEC Chairman Harvey L. Pitt. "The Commission believes that the actions it is taking will address any issues that might arise from Andersen's indictment. Any potential disruptions are anticipated to be minimal and of relatively short duration. If other actions are needed, the Commission will take further appropriate steps."
As announced last week, the Commission has been assured by Andersen that it will continue to audit financial statements in accordance with generally accepted auditing standards (GAAS) and applicable professional and firm auditing standards, including quality control standards. Andersen has also told the Commission that if it becomes unable to continue to provide those assurances, it will advise the Commission immediately. Issuers for which Andersen issues signed audit reports after March 14, 2002, must obtain from Andersen similar representations and generally must set forth those representations in their filings. Under those procedures, the Commission will continue to accept financial statements audited by Andersen in filings.
The orders and rules released today also establish a framework for Andersen clients that are unable to obtain from Andersen or elect not to obtain from Andersen a signed report on audits that are currently in process. As to those issuers, the Commission will require adherence to existing filing deadlines, but will accept filings that include unaudited financial statements from any issuer unable timely to provide audited financial statements. Issuers electing this alternative generally will be required to amend their filings within 60 days to include audited financial statements. This alternative framework is procedural in nature, is of finite duration, and is intended solely to address timing constraints and temporary disruptions that the affected issuers may face.
The Commission is permitting affected issuers to file annual reports, certain registration statements, and certain other filings by the original due date with unaudited financial statements, so long as they file, within 60 days after the original due date, amended filings containing audited financial statements. For affected issuers that are registrants under the Securities Act of 1933, the Securities Exchange Act of 1934, the Public Utility Holding Company Act of 1935, the Investment Company Act of 1940, or the Investment Advisers Act of 1940, the relief that the Commission's actions provide includes the following:
- extensions of time to file audited financial statements required in annual reports and certain other reports filed with the Commission;
- extensions of time to make audited financial statements available to shareholders;
- extensions of time to obtain reviews of financial statements for quarterly reports; and
- extensions of time, for companies that are already reporting to the Commission, to include required audited financial statements in registration statements.
In addition, affected issuers will be able to satisfy filing requirements for tender offers under the Williams Act, acquisition proxy statements, employee benefit plans, financial statements of unconsolidated subsidiaries and guarantors and transactions, and to comply with the conditions of Rule 144, Rule 144A, Rule 701, or Regulation D, by filing unaudited financial statements by the original due date, so long as audited financial statements are filed within 60 days after the original due date.
The Commission continues to emphasize that companies should make their own independent decisions regarding completion of current audits and reviews and that these actions are intended only to provide neutral flexibility for companies as they make those decisions. Consistent with this approach, the Commission's actions do not apply to signed audit reports by Andersen issued on or before March 14, 2002.
The Commission has also determined that it is not necessary or appropriate to make this alternative framework available in the case of initial public offerings, initial registrations under the Exchange Act, going-private transactions or roll-up transactions. The alternative framework is also unavailable with respect to filings or transactions by any "blank check companies."
The Commission determined that it is in the public interest to make its actions effective upon publication of the Commission's orders and rules.
For more detail concerning these actions, please contact the Commission, as indicated below.
- Investors with questions can call a special hotline maintained by the Commission's Office of Investor Education at 1-800-SEC-0330 or e-mail the office at email@example.com.
- Issuers with questions regarding Securities Act or Exchange Act filings, please call the Division of Corporation Finance's hotline at 202-942-2816 or e-mail the Division at firstname.lastname@example.org.
- Auditors with transition questions may call the Office of the Chief Accountant at 202-942-4400 or e-mail the office at email@example.com.
- For questions regarding broker-dealers, self-regulatory organizations, and transfer agents, please call the Division of Market Regulation's hotline at 202-942-0069 or e-mail the Division at firstname.lastname@example.org.
- For questions regarding investment companies, investment advisers or public utility holding companies, please call the Division of Investment Management's hotline at 202-942-0590 or e-mail the Division at IMOCA@sec.gov.
See Also: Requirements for Arthur Andersen LLP Auditing Clients, FAQ: Application of Requirements for Arthur Andersen Auditing Clients (from the Division of Corporation Finance)