Question: May a wholly-owned subsidiary that files a reduced disclosure Form 10-K pursuant to General Instruction I of that form still use Form S-3 if otherwise eligible to do so?

Answer: Yes. [Feb. 27, 2009]

Question: Company A, a wholly-owned subsidiary of Company B, intends to file a registration statement on Form S-3 for the sale of its debt securities. May Company A include information concerning Company B in the registration statement by incorporating Company B's Exchange Act reports by reference even though Company B is not guaranteeing the debt obligation?

Answer: Item 12 of Form S-3 refers only to the incorporation by reference of certain reports and information of the registrant, and makes no provision for incorporation by reference of reports of the registrant's parent (unless the parent was guaranteeing the obligation or was otherwise also a registrant). Nevertheless, Company A may incorporate Company B's Exchange Act reports by reference so long as all the applicable consents are filed and assuming Company B also meets the eligibility requirements of Form S-3. [Feb. 27, 2009]

Question: May the description of securities registered on Form S-3 be set forth in a different "core" prospectus for each particular class of securities so that, for example, offerings of preferred stock and senior notes off the shelf could use different "core" prospectuses?

Answer: Yes. The use of multiple "core" prospectuses is consistent with the requirements of the form and Securities Act Rule 430B. [Feb. 27, 2009]

Question: Item 12(a) of Form S-3 requires a registrant to specifically incorporate its latest Form 10-K and any other Section 13(a) or 15(d) reports filed since the end of the fiscal year covered by the Form 10-K. Item 12(b) states that all documents subsequently filed by the registrant pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act prior to the termination of the offering shall be deemed to be incorporated by reference into the prospectus. If a Form 10-Q is filed before a registration statement becomes effective, must it be specifically incorporated (thereby requiring a pre-effective amendment) or would it be considered to be "subsequently filed" and therefore deemed to be incorporated by reference.

Answer: A registrant need not file a pre-effective amendment solely to incorporate an Exchange Act report filed prior to effectiveness, provided that the registrant includes a statement in its initial registration statement (in addition to the statement regarding incorporation after the date of the prospectus) to the effect that all filings filed by the registrant pursuant to the Exchange Act after "the date of the initial registration statement and prior to effectiveness of the registration statement" shall be deemed to be incorporated by reference into the prospectus. In the first prospectus used after effectiveness, a copy of which is required to be filed under Rule 424(b), the registrant should identify all Exchange Act reports filed prior to effectiveness (by type, date and Commission file number). If the registration statement does not specifically incorporate reports filed during the waiting period, a pre-effective amendment would be required in order to incorporate the Form 10-Q. [Feb. 27, 2009]

Question: Issuers filing automatic shelf registration statements do not request acceleration of effectiveness. Do these well-known seasoned issuers nonetheless need to include the Item 512(h) undertaking in these registration statements?

Answer: Yes. An automatic shelf registration statement on Form S-3, other than one relating solely to securities offered pursuant to a dividend or interest reinvestment plan, should include the Item 512(h) undertaking rather than the indemnification disclosure required by Item 510 of Regulation S-K even though the issuer will not request acceleration of effectiveness. Automatic shelf registration statements relating solely to securities offered pursuant to a dividend or interest reinvestment plan should include the disclosure under Item 510 of Regulation S-K. [Feb. 27, 2009]

Question: Item 12(a)(3) of Form S-3 requires incorporation by reference of the description of securities of companies with a class of securities registered pursuant to Section 12 of the Exchange Act that is contained in a registration statement filed under Section 12 of the Exchange Act. How is this done when it is no longer deemed desirable or possible to incorporate that registration statement (because of the length of time that has passed or other events that have occurred since it was filed)?

Answer: A Form 8-K should be filed containing the description, and that Form 8-K should be incorporated by reference. [Feb. 27, 2009]