HEARINGS BEFORE A SUBCOMMITTEE OF THE COMMITTEE ON BANKING AND CURRENCY SEVENTY-SIXTH CONGRESS FIRST SESSION ON S. 477 A BILL TO PROVIDE FOR THE REGULATION OF THE SALE AND THE REGULATION OF THE TRUST INDENTURES UNDER WHICH THE SAME ARE ISSUED, AND FOR FEBRUARY 7, 8, AND 9, 1939 Printed for the use of the Committee on Banking and Currency HG4929 1939a Statement of- Amberg, Harold B., vice president and general counsel of the First Anderson, William E., vice president and trust officer of the Central Douglas, Richard S., assistant counsel for the Cleveland Trust Co., 72, 73 143, 161 Hanes, Robert M., first vice president and formerly chairman, com- mittee on Federal legislation, American Bankers' Association; president, Wachovia Bank & Trust Co., Winston-Salem, N. C---- Helffrich, G. R., trust officer, City National Bank & Trust Co., Mitchum, Colis, of San Francisco, Calif., member of the Federal legis- Oliver, Fred N., general counsel, National Association of Mutual Sav- Page, R. G., chairman, committee on mortgage trusteeships of the trust division of the American Bankers' Association____ Starkweather, John K., chairman of the Federal legislation committee of the Investment Bankers' Association of America__ Sullivan, John J., of Sullivan & Co., Security Bunlding, Denver, Colo., member of the Investment Bankers' Association, committee on Fed- Copy of Senate bill 477. Analysis of bill___. Summary of defects in trust indentures__ Analysis of Securities Act registration statements--- Telegram submitted by Mr. Amberg in behalf of the banks in Minne- Telegram submitted by Mr. Amberg in behalf of the City National Letter submitted by Mr. Amberg by officers of the City National Geographical distribution of trusteeships under Securities Act regis- trations for 2 years and 8 months ended December 31, 1938_-_- Letter to Hon. Robert F. Wagner from T. Jefferson Coolidge, chair- man, Old Colony Trust Co., Boston, Mass- Letter to Hon. Robert F. Wagner from the Pittsburgh bankers_. Letter to Hon. Robert F. Wagner from H. J. Miller, trust officer, Telegram to Hon. Robert F. Wagner from W. H. Thompson, executive Telegram to Hon. Robert F. Wagner from T. C. Scroggs, president, California Trust Co., Los Angeles, Calif.. Telegram to Hon. Robert F. Wagner from V. H. Rossetti, president, III Telegram to Hon. Robert F. Wagner from Carl P. Smith, Citizens National Trust & Savings Bank of Los Angeles, Calif. Telegram to Hon. Robert F. Wagner from Security First National Letter to Hon. Robert F. Wagner from Chester Morrill, secretary, Board of Governors of the Federal Reserve Board__. Letter to Hon. Robert F. Wagner from John K. Starkweather, Invest- ment Bankers Association of America____ Memorandum submitted by Mr. Amberg in respect of distribution of corporate trust-indenture business throughout the country. Letter to Hon. Robert F. Wagner from Jonathan M. Steere, president, Telegram to Hon. Robert F. Wagner from San Francisco bankers__ Letter to Hon. Robert F. Wagner from M. S. Eccles, Chairman, Fed- TRUST INDENTURE ACT TUESDAY, FEBRUARY 7, 1939 UNITED STATES SENATE, SUBCOMMITTEE OF THE COMMITTEE ON BANKING AND CURRENCY, The subcommittee met, pursuant to call, at 10:30 a. m., in the committee room of the Senate Committee on Banking and Currency, 301 Senate Office Building, Senator Robert F. Wagner (chairman) presiding. Present: Senators Wagner (chairman), Glass, Maloney, Hughes, Herring, Downey, Miller, Townsend, and Taft. Present also: Senator Alben W. Barkley. The CHAIRMAN. The subcommittee will come to order. This hearing is upon the bill (S. 477) introduced by Senator Barkley. A similar bill was introduced 2 years ago, and received a very thorough hearing by the Committee on Banking and Currency. It was later, after hearings were had upon it, favorably reported by the committee. However, the Senate did not reach the bill in the closing days of its session. The Barkley bill is a bill providing for the regulation of trust indentures. Before we proceed to hear witnesses, I wish to have printed here, as a part of the record, the bill under consideration, being Senate bill 477. (Senate bill 477 is as follows:) [S. 477, 76th Cong., 1st sess.] A BILL To provide for the regulation of the sale of certain securities in interstate and foreign commerce and through the mails, and the regulation of the trust indentures under which the same are issued, and for other purposes Be it enacted by the Senate and House of Representatives of the United States of America in Congress assembled, That the Act entitled "An Act to provide full and fair disclosure of the character of securities sold in interstate and foreign commerce through the mails, and to prevent frauds in the sale thereof, and for other purposes,' approved May 27, 1933, as amended, is amended by adding at the end thereof the following: "TITLE III "SEC. 301. This title may be cited as the 'Trust Indenture Act of 1939.' "NECESSITY FOR REGULATION "SEC. 302. (a) Upon the basis of facts disclosed by the reports of the Securities and Exchange Commission made to the Congress pursuant to section 211 of the Securities Exchange Act of 1934 and otherwise disclosed and ascertained, it is 1 |