[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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