Securities Offering Reforms Transition Guidance

September 14, 2005

The staff of the Division of Corporation Finance of the Securities and Exchange Commission today provided transition guidance in connection with the December 1, 2005 effective date of the recently adopted securities offering reforms. Among other things, the guidance provides that:

A well-known seasoned issuer wishing to benefit from automatic shelf registration after December 1, 2005 must file a new registration statement designated as an automatic shelf registration statement, and cannot do so by filing a post-effective amendment to an existing Form S-3 or F-3 registration statement. The issuer may, however, carry forward unused filing fees for unsold securities from the existing registration statement.

A registrant with a Form S-3 or F-3 registration statement that became effective prior to December 1, 2005 will not need to file a new registration statement, in the case of a resale shelf, to use a prospectus supplement for making material amendments to the plan of distribution or naming additional selling security holders or, in the case of a shelf for primary offerings, to use a prospectus supplement for adding the names of new underwriters in an “at-the-market” offering.

For any shelf registration statement that was effective as of December 1, 2005, the three-year period after which a new shelf registration statement must be filed commences on December 1, 2005.

The amendments to Forms 10-K and 20-F requiring disclosure of unresolved comments, risk factors, well-known seasoned issuer status and voluntary filer status apply only to reports filed for fiscal years ending after December 1, 2005, and not to reports filed after December 1, 2005 for fiscal years ending before December 1, 2005.

The full text of the Question and Answer guidance can be accessed at the following web address: http://www.sec.gov/divisions/corpfin/transitionfaq.htm. We are also attaching a revised version of our firm memorandum regarding the securities offering reforms, along with the accompanying summary charts. The revised version of the memorandum takes into account clarifications and additional observations based on discussions with and comments by SEC staff members and market participants since the adoption of the reforms.

Questions regarding the reforms and the transition guidance can be directed to your regular contacts at the firm or to any of our partners and counsel listed under Capital Markets in the Practice Area section of our web site.

CLEARY GOTTLIEB STEEN & HAMILTON LLP