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U.S. Securities and Exchange Commission

SEC Announces Assistance to the Airline and Insurance Industries in Reaching the Capital Markets



Washington, D.C., September 28, 2001 – The President and Congress have made clear their desire to foster the continued vitality of the nation's airline and insurance industries. In support of these efforts and to help companies in these industries reach U.S. capital markets expeditiously, we have taken the following administrative steps for airline and insurance companies covered by Congressional legislation in the wake of the September 11 terrorist attacks.

We have established separate telephone and e-mail hotlines for the airline and insurance industries, their underwriters and other advisors. These hotlines will allow companies in these industries to obtain immediate responses to financing and disclosure questions. The following are the new telephone number and e-mail address:

  • Telephone calls should be directed to (202) 942-2816.
  • E-mail should be directed to cfhotline@sec.gov.

We wish to help companies in these industries use our short-form registration on Form S-3 to raise capital quickly. We have directed the Division of Corporation Finance to take the following short-term actions to enhance the usefulness of Form S-3 for companies in these industries:

  • For companies with existing shelf registrations pursuant Rule 415(a)(1)(x), the staff will permit the extended use of our brief "notice" registration of additional securities under Rule 462(b). Under this extension, the staff will permit use of those procedures - including notice by fax and immediate effectiveness - to register additional securities in an amount up to 20% of the dollar amount of securities originally registered on that shelf registration statement (rather than the amount remaining on that registration statement).
  • We have directed the Division to permit use of Form S-3 for primary offerings by companies even if they have been late with a required Exchange Act report during the last year, as long as the companies meet all other reporting requirements for Form S-3 registration of primary offerings.
  • A requirement to use Form S-3 is that the company's public float be at least $75 million. A number of companies that met this test on September 10, 2001 may no longer. We believe that issuers in the airline and insurance industries that were eligible to use Form S-3 on September 10 should be eligible to use it for the remainder of the year. Accordingly, those issuers may calculate their public float for purposes of Form S-3 on any date between July 1, 2001 and December 31, 2001.

We have directed the Division of Corporation Finance to process Securities Act filings by reporting companies in the airline and insurance industries within not more than five business days of their receipt.

The Commission has instructed the Division of Corporation Finance to continue these administrative steps through the end of 2001.

Any company in these industries or shareholder that was or will be unable to meet a deadline (including those applicable to shareholder proposals) as a result of the events of September 11, 2001 should contact the Division of Corporation Finance at the hotline phone number or e-mail address. If the deadline was or will be met within the ten business days of the original due date, the Division will consider the deadline to have been met, in assessing the "timeliness" of the required action.

An internal task force will monitor federal programs regarding airline and insurance companies and will prepare appropriate disclosure guidance for companies affected by these federal programs, after discussion with outside professionals and experts.

The Commission solicits public views on any other relief it can give, consistent with investor interests, and asks that comments be received on the hotline e-mail addresses or through the U.S. mail at Office of Chief Counsel, Division of Corporation Finance, U.S. Securities and Exchange Commission, 450 Fifth Street, NW, Washington, DC 20549.



Modified: 09/28/2001