[Congressional Bills 103th Congress]
[From the U.S. Government Publishing Office]
[H.R. 470 Introduced in House (IH)]
103d CONGRESS
1st Session
H. R. 470
To amend the Federal Aviation Act of 1958 to provide for review of
certain acquisitions of voting securities of air carriers, and for
other purposes.
_______________________________________________________________________
IN THE HOUSE OF REPRESENTATIVES
January 6, 1993
Mr. Oberstar introduced the following bill; which was referred to the
Committee on Public Works and Transportation
_______________________________________________________________________
A BILL
To amend the Federal Aviation Act of 1958 to provide for review of
certain acquisitions of voting securities of air carriers, and for
other purposes.
Be it enacted by the Senate and House of Representatives of the
United States of America in Congress assembled,
SECTION 1. AMENDMENTS TO THE FEDERAL AVIATION ACT OF 1958.
(a) Review Process.--Title IV of the Federal Aviation Act of 1958
(49 U.S.C. App. 1371-1389) is amended by adding at the end thereof the
following new section:
``SEC. 420. REVIEW OF CERTAIN ACQUISITIONS OF VOTING SECURITIES OF AIR
CARRIERS.
``(a) General Rule.--No person shall acquire, directly or
indirectly, any voting securities of a major air carrier or person who
controls a major air carrier unless the acquiring person files
notification pursuant to the rules under subsection (d), the waiting
period described in subsection (b)(1) has expired, and the Secretary
has not disapproved such acquisition under subsection (c)--
``(1) if such acquisition is of 15 percent or more of the
voting securities of the acquired person; or
``(2) if, before such acquisition, the acquiring person
holds less than 15 percent of the voting securities of the
acquired person and, as a result of such acquisition, the
acquiring person would hold 15 percent or more of the voting
securities of the acquired person.
``(b) Waiting Period.--
``(1) General Rule.--The waiting period required under
subsection (a) shall--
``(A) begin on the date of receipt by the Secretary
of the completed notification required under this
section from the acquiring person; and
``(B) end on the 30th day after the date of such
receipt or such later date as may be set under
subsection (e)(2).
``(2) Termination.--The Secretary may, in individual cases,
terminate the waiting period specified in paragraph (1) and
allow any person to proceed with any acquisition subject to
this section and promptly shall cause to be published in the
Federal Register a notice that the Secretary does not intend to
take any action within such period with respect to such
acquisition.
``(c) Disapproval.--The Secretary shall disapprove an acquisition
of voting securities subject to this section if the Secretary finds--
``(1) that the acquistion is likely to weaken the acquired
person financially to such an extent--
``(A) that a deterioration in the ability of the
air carrier to comply with its established safety
procedures would occur;
``(B) that the air carrier would be unable to take
the steps necessary to continue to operate with the
highest degree of safety;
``(C) that the air carrier would be required to
dispose of a substantial portion of its aviation-
related assets in order to meet its financial
obligations; or
``(D) that a substantial deterioration in the air
carrier's ability to compete in providing air
transportation would result;
``(2) that the probable intent of the acquiring person is
to make a major reduction in the size of the air carrier by
disposing of aviation-related assets; except in any case in
which--
``(A) such disposition would be necessary, in the
absence of the acquisition, to avoid the financial
failure of the air carrier,
``(B) the assets to be disposed of could not be
used profitably by the air carrier, or
``(C) such disposition would be in the public
interest;
``(3) that the acquisition would result in a person who is
not a citizen of the United States having power to exercise
control over the air carrier;
``(4) that the acquisition would result in a major
reduction in wages, benefits, or number of employees of the air
carrier which is not agreed to by the employees and is required
primarily as a result of added costs arising out of the
acquisition; or
``(5) that the acquiring person is not providing, in a
timely manner, the documentary material and information
required by the Secretary to make a decision regarding the
acquisition under this section.
``(d) Form of Notification and Other Rules.--
``(1) In general.--The Secretary, by regulation--
``(A) shall require that the notification under
subsection (a) be in such form and contain such
information and documentary material relevant to a
proposed acquisition as is necessary to enable the
Secretary to determine whether such acquisition should
be disapproved under this section, and
``(B) may prescribe such other rules as may be
necessary and appropriate to carry out the purposes of
this section, including rules relating to the
submission by the air carrier of information or
documentary material described in subparagraph (A).
``(2) Deadline for issuance of regulations.--Not later than
10 days after the date of the enactment of this section, the
Secretary shall issue regulations necessary to carry out the
objectives of this section.
``(e) Extension of Waiting Period.--
``(1) Submission of additional information.--The Secretary
may, before the expiration of the 30-day waiting period
specified in subsection (b)(1), require the submission of
additional information or documentary material relevant to the
proposed acquisition, from a person required to file
notification with respect to such acquisition under subsection
(a), from the air carrier, or from any officer, director,
partner, agent, or employee of such person.
``(2) Duration.--The Secretary, in his discretion, may
extend the 30-day waiting period specified in subsection (b)(1)
for an additional period of not more than 20 days after the
later of--
``(A) the date on which the Secretary receives from
the acquiring person or any officer, director, partner,
agent, or employee of such person all of the
information and documentary material required to be
submitted pursuant to a request under paragraph (1); or
``(B) the date by which the air carrier or any
officer, director, partner, agent, or employee of the
air carrier is directed to submit information or
documentary material pursuant to a request under
paragraph (1).
``(f) Protection of Information.--Any information or documentary
material filed with the Secretary pursuant to this section shall be
exempt from disclosure under section 552 of title 5, United States
Code, and no such information or documentary material may be made
public, except as may be relevant to any administrative or judicial
action or proceeding. Nothing in this section is intended to prevent
disclosure to either House of Congress or to any duly authorized
committee or subcommittee of Congress.
``(g) Computation of Voting Securities.--For purposes of this
section, the amount or percentage of voting securities of a person
which are acquired or held by another person shall be determined by
aggregating the amount or percentage of such voting securities held or
acquired by such other person and each affiliate thereof.
``(h) Definitions.--As used in this section--
``(1) Major air carrier.--The term `major air carrier'
means an air carrier with annual revenues of more than
$750,000,000.
``(2) Voting securities.--The term `voting securities'
means any securities which at present or upon conversion
entitle the owner or holder thereof to vote for the election of
directors of the issuer or, with respect to unincorporated
issuers, persons exercising similar functions.''.
(b) Conforming Amendment.--The portion of the table of contents
contained in the first section of the Federal Aviation Act of 1958
relating to title IV of such Act is amended by adding at the end
thereof the following new item:
``Sec.420.Review of certain acquisitions of voting securities of air
carriers.''.
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