September 30, 2005
Via U.S. Mail
Sergio Marchionne
Chief Executive Officer
Fiat S.p.A.
Via Nizza 250, Turin, Italy
RE: Fiat S.p.A.
Form 20-F for the year ended December 31, 2003
Form 20-F for the year ended December 31, 2004
Fiat S.p.A. Letter Dated August 5, 2005
File No. 1-10108
Dear Mr. Marchionne:
We have limited our review of your Form 20-F and letter
dated
August 5, 2005 to disclosures relating to your contacts with
countries that have been identified as state sponsors of
terrorism,
and will make no further review of the Form 20-F. Our review with
respect to this issue does not preclude further review by the
Assistant Director group with respect to other issues. At this
juncture, we are asking you to provide us with supplemental
information, so that we may better understand your disclosure.
Please be as detailed as necessary in your response. After
reviewing
this information, we may or may not raise additional comments.
Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your
filings.
We look forward to working with you in these respects. We welcome
any questions you may have about our comments or on any other
aspect
of our review. Feel free to call us at the telephone numbers
listed
at the end of this letter.
General -
We note that in your letter of August 5, 2005, you responded that
in
July 2004 you entered into a cooperation agreement with an Iranian
corporation to manufacture and distribute Fiat branded cars in
Iran.
You stated that you expect "production and distribution under the
agreement to commence in November 2005 and in 2006, respectively."
If you have projected the amount of revenue you will receive under
the agreement during 2006 and any subsequent years, please provide
us
with those figures, and discuss the materiality to you of such
amounts. Additionally, please advise us whether PIDF Co. is owned
or
controlled by the Iranian government; whether the parts and other
products and services you will provide under the agreement can be
put
to military use; and, if so, the types of military uses to which
they
can be put.
We note an October 3, 1994, Dow Jones International News article
that
stated that Fiat was building an energy plant in Syria. And we
note
that a September 21, 2004, article in La Nacion stated that the
Argentinean subsidiary of Iveco, the truck division of Fiat, is
shipping trucks to Syria. Please confirm the accuracy of the
reported statements. Please advise us of the nature and extent of
your current and anticipated contacts with Syria. Advise us
whether
your contacts there include sales to the Syrian government or
entities owned or controlled by the Syrian government; whether the
products and services you provide in Syria can be put to military
use; and, if so, the types of military uses to which they can be
put.
We also note a July 13, 2004, article in Just-Auto that Fiat was a
member of a North Korean car production joint venture along with
the
North Korean government and the North Korean state-owned Ryonbong
Corporation. Please confirm the accuracy of the reported
statement.
Please advise us of the nature and extent of any current or
anticipated contacts or ties you have with North Korea, including
any
arrangements with the North Korean government or entities owned or
controlled by the North Korean government; whether any Fiat
products
or services provided in or to North Korea can be put to military
use;
and, if so, the types of military uses to which they can be put..
In light of the fact that Syria and North Korea have been
identified
by the U.S. State Department as state sponsors of terrorism, and
are
subject to economic sanctions administered by the U.S. Treasury
Department`s Office of Foreign Assets Control, discuss the
materiality (including when aggregated with contacts with Iran and
Libya) of your current and anticipated contacts with North Korea
and
Syria; and your view as to whether those contacts, individually or
in
the aggregate (including when aggregated with contacts with Iran
and
Libya), constitute a material investment risk for your security
holders. In preparing your response please consider that
evaluations
of materiality should not be based solely on quantitative factors,
but should include consideration of all factors that a reasonable
investor would deem important in making an investment decision,
including the potential impact of corporate activities upon a
company`s reputation and share value. In this regard, we note
that
Arizona and Louisiana have adopted legislation requiring
divestment
from, or reporting of interests in, companies that do business
with
U.S. designated state sponsors of terrorism.
Closing Comments
Please respond to this comment within 10 business days or
tell
us when you will provide us with a response. Please file your
response letter on EDGAR.
We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings to be certain that the
filings include all information required under the Exchange Act of
1934 and that they have provided all information investors require
for an informed investment decision. Since the company and its
management are in possession of all facts relating to the
company`s
disclosure, they are responsible for the accuracy and adequacy of
the
disclosures they have made.
In connection with responding to our comment, please
provide,
in writing, a statement from the company acknowledging that:
the company is responsible for the adequacy and accuracy of the
disclosure in the filings;
staff comments or changes to disclosure in response to staff
comments
do not foreclose the Commission from taking any action with
respect
to the filings; and
the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.
In addition, please be advised that the Division of Enforcement
has
access to all information you provide to the staff of the Division
of
Corporation Finance in our review of your filings or in response
to
our comments on your filings.
Please understand that we may have additional comments after
we
review your response to our comment. Please contact Jack
Guggenheim
at (202) 551-3523 if you have any questions about the comment or
our
review. You may also contact me at (202) 551-3470.
Sincerely,
Cecilia Blye, Chief
Office of Global Security
Risk
cc: Robert Russo
Senior Counsel
Fiat S.p.A.
Via Nizza 250, Turin, Italy
Max Webb
Assistant Director
Division of Corporation Finance