SEC Issues Interim Guidance for Item 11 and Item 12 of Form 8-K

On March 27, 2003, the SEC issued interim guidance for issuers required to file or furnish information on a Form 8-K pursuant to new Item 11 or Item 12. New Item 11 of Form 8-K requires issuers to file the public notice of a pension plan blackout period. New Item 12 of Form 8-K requires issuers to furnish any public announcement or release disclosing results of operations or financial condition for a completed quarterly or annual fiscal period.

Item 11 of Form 8-K is effective on March 31, 2003 and Item 12 of Form 8-K applies to earnings releases and announcements after March 28, 2003. However, the SEC has not yet completed the necessary programming to the EDGAR system to add Items 11 and 12 to Form 8-K. Accordingly, the SEC issued interim guidance for issuers filing information required by Items 11 and 12 of Form 8-K:

• Item 11 - all information required by Item 11 of Form 8-K should be filed under Item 5 ("Other Information") of the first Form 10-Q filed after commencement of the blackout period. The text of the disclosure should indicate that the information is being provided under Item 11 of Form 8-K.
• Item 12 - all information required to be furnished under Item 12 of Form 8-K should be furnished under Item 9 ("Regulation FD Disclosure") of Form 8-K. The text of the disclosure should indicate that the information is provided under Items 9 and 12, as the case may be.

All of the substantive requirements of Items 11 and 12 and their respective filing deadlines remain unchanged. The interim guidance only impacts the location of the disclosure.

The SEC will issue a statement when Form 8-K has been updated to include Items 11 and 12.