15 USC 771. 15 USC 778. 15 USC 77v. 48 Stat. 891. 15 USC 78k. 15 USC 781. 68 Stat. 686. 58 Stat. 687. 53 Stat. 1151. 15 USC 77000. "Sale", eto. Ante, p. 683. "(c) Any prospectus shall contain such other information as the Commission may by rules or regulations require as being necessary or appropriate in the public interest or for the protection of investors. (d) In the exercise of its powers under subsections (a), (b), or (c), the Commission shall have authority to classify prospectuses according to the nature and circumstances of their use or the nature of the security, issue, issuer, or otherwise, and, by rules and regulations and subject to such terms and conditions as it shall specify therein, to prescribe as to each class the form and contents which it may find appropriate and consistent with the public interest and the protection of investors. "(e) The statements or information required to be included in a prospectus by or under authority of subsections (a), (b), (c), or (d), when written, shall be placed in a conspicuous part of the prospectus and, except as otherwise permitted by rules or regulations, in type as large as that used generally in the body of the prospectus. ") In any case where a prospectus consists of a radio or television broadcast, copies thereof shall be filed with the Commission under such rules and regulations as it shall prescribe. The Commission may by rules and regulations require the filing with it of forms and prospectuses used in connection with the offer or sale of securities registered under this title." SEC. 9. Section 12 of the Securities Act of 1933 is amended by inserting the words "offers or" before the word "sells" in clauses (1) and (2) thereof. SEC. 10. Section 17 (a) of the Securities Act of 1933 is amended by inserting the words "offer or" before the word "sale" in the introductory clause thereof. SEC. 11. Section 22 (a) of the Securities Act of 1933 is amended by inserting the words "offer or" before the word "sale" in the second sentence thereof. TITLE II-AMENDMENTS TO SECURITIES EXCHANGE SEC. 201. Subsection (d) of section 11 of the Securities Exchange Act of 1934 is amended by striking out the words "six months" where they appear in such paragraph and inserting in lieu thereof the words "thirty days". SEC. 202. The last sentence of subsection (d) of section 12 of the Securities Exchange Act of 1934 is hereby repealed. TITLE III-AMENDMENTS TO TRUST INDENTURE SEC. 301. (a) Paragraph (1) of section 303 of the Trust Indenture Act of 1939 is amended by deleting the following: "as heretofore amended,". (b) Paragraph (2) of section 303 of the Trust Indenture Act of 1939 is amended to read as follows: "(2) The terms 'sale', 'sell', 'offer to sell', 'offer for sale', and 'offer' shall include all transactions included in such terms as provided in paragraph (3) of section 2 of the Securities Act of 1933, except that an offer or sale of a certificate of interest or participation shall be deemed an offer or sale of the security or securities in which such certificate evidences an interest or participation if and only if such certificate gives the holder thereof the right to convert the same into such security or securities." (c) Paragraph (3) of section 303 of the Trust Indenture Act of 15 USC 77000. 1939 is amended to read as follows: "(3) The term 'prospectus' shall have the meaning assigned to such "Prospectus." term in paragraph (10) of section 2 of the Securities Act of 1933, Ante, p. 683. except that in the case of securities which are not registered under the Securities Act of 1933, such term shall not include any communication 15 USC 778. (A) if it is proved that prior to or at the same time with such communication a written statement if any required by section 306 was sent or given to the persons to whom the communication was made, or (B) if such communication states from whom such statement may be obtained (if such statement is required by rules or regulations under paragraphs (1) or (2) of subsection (b) of section 306) and, in addi- Post, p. 688. tion, does no more than identify the security, state the price thereof, state by whom orders will be executed and contain such other information as the Commission, by rules or regulations deemed necessary or appropriate in the public interest or for the protection of investors, and subject to such terms and conditions as may be prescribed therein, may permit." (d) Paragraph (4) of section 303 of the Trust Indenture Act of 1939 is amended by inserting the words "offers or" before the word 15 USC 77000. "sells". SEC. 302. Subsection (b) of section 304 of the Trust Indenture Act of 1939 is amended by deleting the following: "as heretofore 15 USC 77ddd. amended,". SEC. 303. Subsection (c) of section 305 of the Trust Indenture Act of 1939 is amended to read as follows: 15 USC 77eee. "(c) A prospectus relating to any such security shall include to the extent the Commission may prescribe by rules and regulations as necessary and appropriate in the public interest or for the protection of investors, as though such inclusion were required by section 10 of the Securities Act of 1933, a written statement containing the analysis Ante, p. 685. set forth in the registration statement, of any indenture provisions with respect to the matters specified in paragraph (2) of subsection (a) of this section, together with a supplementary analysis, prepared by the Commission, of such provisions and of the effect thereof, if, in the opinion of the Commission, the inclusion of such supplementary analysis is necessary or appropriate in the public interest or for the protection of investors, and the Commission so declares by order after notice and, if demanded by the issuer, opportunity for hearing thereon. Such order shall be entered prior to the effective date of registration, except that if opportunity for hearing thereon is demanded by the issuer such order shall be entered within a reasonable time after such opportunity for hearing." SEC. 304. Section 306 of the Trust Indenture Act of 1939 is amended 15 usc 77fff. to read as follows: "SECURITIES NOT REGISTERED UNDER SECURITIES ACT 68 Stat. 687. 68 Stat. 688. "SEC. 306. (a) In the case of any security which is not registered under the Securities Act of 1933 and to which this subsection is appli- 15 USC 778. cable notwithstanding the provisions of section 304, unless such 15 USC 77ddd. security has been or is to be issued under an indenture and an application for qualification is effective as to such indenture, it shall be unlawful for any person, directly or indirectly "(1) to make use of any means or instruments of transportation or communication in interstate commerce or of the mails to sell such security through the use or medium of any prospectus or otherwise; or "(2) to carry or cause to be carried through the mails or in interstate commerce, by any means or instruments of transpor 15 USC 778. Ante, p. 687. Ante, p. 687. 15 USC 77a. 15 USC 77ddd. tation, any such security for the purpose of sale or for delivery after sale. "(b) In the case of any security which is not registered under the Securities Act of 1933. but which has been or is to be issued under an indenture as to which an application for qualification is effective, it shall be unlawful for any person, directly or indirectly— "(1) to make use of any means or instruments of transportation or communication in interstate commerce or of the mails to carry or transmit any prospectus relating to any such security, unless such prospectus, to the extent the Commission may prescribe by rules and regulations as necessary and appropriate in the public interest or for the protection of investors, includes or is accompanied by a written statement that contains the information specified in subsection (c) of section 305; or "(2) to carry or to cause to be carried through the mails or in interstate commerce any such security for the purpose of sale or for delivery after sale, unless, to the extent the Commission may prescribe by rules and regulations as necessary or appropriate in the public interest or for the protection of investors, accompanied or preceded by a written statement that contains the information specified in subsection (c) of section 305. "(c) It shall be unlawful for any person, directly or indirectly, to make use of any means or instruments of transportation or communication in interstate commerce or of the mails to offer to sell through the use or medium of any prospectus or otherwise any security which is not registered under the Securities Act of 1933 and to which this subsection is applicable notwithstanding the provisions of section 304, unless such security has been or is to be issued under an indenture and an application for qualification has been filed as to such indenture, or while the application is the subject of a refusal order or stop order or (prior to qualification) any public proceeding or examination under section 307 (c)." 15 USC 77ggg(o). SEC. 305. Section 324 of the Trust Indenture Act of 1939 is amended 15 USC 77xxx. by deleting the words "issuing or selling" and inserting in lieu thereof the words "offering, selling, or issuing". 68 Stat. 688. 68 Stat. 689. 54 Stat. 790. Ante, p. 685. 54 Stat. 825. Ante, p. 684. TITLE IV-AMENDMENTS TO INVESTMENT COMPANY SEC. 401. Section 2 (a) (30) of the Investment Company Act of 1940 is amended to read as follows: "(30) 'Prospectus', as used in section 22, means a written prospectus intended to meet the requirements of section 10 (a) of the Securities Act of 1933 and currently in use. As used elsewhere, 'prospectus' means a prospectus as defined in the Securities Act of 1933." SEC. 402. Subsection (d) of section 24 of the Investment Company Act of 1940 is amended by adding the following at the end thereof: 15 USC 80a-24. "The exemption provided by the third clause of section 4 (1) of the Securities Act of 1933, as amended, shall not apply to any transaction in a security issued by a face-amount certificate company or in a redeemable security issued by an open-end management company or unit investment trust, if any other security of the same class is currently being offered or sold by the issuer or by or through an underwriter in a distribution which is not exempted from section 5 of said Act, except to such extent and subject to such terms and conditions as the Commission, having due regard for the public interest and the protection of investors, may prescribe by rules or regulations with respect to any class of persons, securities, or transactions." Ante, P. 684. All 68 Stat. 689. SEC. 403. Section 24 of the Investment Company Act of 1940 is 15 USC 80a-24. amended by adding at the end thereof a new subsection (e) as follows: "(e) (1) A registration statement under the Securities Act of 1933 15 USC 77b. relating to a security issued by a face-amount certificate company or a redeemable security issued by an open-end management company or unit investment trust may be amended after its effective date so as to increase the securities specified therein as proposed to be offered. At the time of filing such amendment there shall be paid to the Commission a fee, calculated in the manner specified in section 6 (b) of said Act, with respect to the additional securities therein proposed to 15 USC 77f. be offered. "(2) The filing of such an amendment to a registration statement under the Securities Act of 1933 shall not be deemed to have taken place unless it is accompanied by a United States postal money order or a certified bank check or cash for the amount of the fee required under paragraph (1) of this subsection. "(3) For the purposes of section 11 of the Securities Act of 1933, 15 USC 77k. as amended, the effective date of the latest amendment filed pursuant to this subsection or otherwise shall be deemed the effective date of the registration statement with respect to securities sold after such amendment shall have become effective. For the purposes of section 13 of the Securities Act of 1933, as amended, no such security shall be 15 USC 77m. deemed to have been bona fide offered to the public prior to the effective date of the latest amendment filed pursuant to this subsection. Except to the extent the Commission otherwise provides by rules or regulations as appropriate in the public interest or for the protection of investors, no prospectus relating to a security issued by a faceamount certificate company or a redeemable security issued by an open-end management company or unit investment trust which varies for the purposes of subsection (a) (3) of section 10 of the Securities Act of 1933 from the latest prospectus filed as a part of the registration Ante, P. 685. statement shall be deemed to meet the requirements of said section 10 unless filed as part of an amendment to the registration statement under said Act and such amendment has become effective." TITLE V-EFFECTIVE DATE SEC. 501. This Act shall take effect sixty days after the date of its enactment. Approved August 10, 1954. Public Law 511 84th Congress H. R. 6227 AN ACT All 70 Stat. 133. To define bank holding companies, control their future expansion, and require divestment of their nonbanking interests. Be it enacted by the Senate and House of Representatives of the United States of America in Congress assembled. That this Act may Bank Holding be cited as the "Bank Holding Company Act of 1956". Company Aot of 1956. DEFINITIONS SEC. 2 (a) "Bank holding company" means any company (1) which directly or indirectly owns, controls, or holds with power to vote, 25 per centum or more of the voting shares of each of two or more banks or of a company which is or becomes a bank holding company by virtue of this Act, or (2) which controls in any manner the election of a majority of the directors of each of two or more banks, or (3) for the benefit of whose shareholders or members 25 per centum or more of the voting shares of each of two or more banks or a bank holding company is held by trustees; and for the purposes of this Act, any successor to any such company shall be deemed to be a bank holding company from the date as of which such predecessor company became a bank holding company. Notwithstanding the foregoing (A) no bank shall be a bank holding company by virtue of its ownership or control of shares in a fiduciary capacity, except where such shares are held for the benefit of the shareholders of such bank, (B) no company shall be a bank holding company which is registered under the Investment Company Act of 1940, and was so registered 15 USC 80a-51. prior to May 15, 1955 (or which is affiliated with any such company in such manner as to constitute an affiliated company within the meaning of such Act), unless such company (or such affiliated company), as the case may be, directly owns 25 per centum or more of the voting shares of each of two or more banks, (C) no company shall be a bank holding company by virtue of its ownership or control of shares acquired by it in connection with its underwriting of securities and which are held only for such period of time as will permit the sale thereof upon a reasonable basis, (D) no company formed for the sole purpose of participating in a proxy solicitation shall be a bank holding company by virtue of its control of voting rights of shares acquired in the course of such solicitation, and (E) no company shall be a bank holding company if at least 80 per centum of its total assets are composed of holdings in the field of agriculture. (b) "Company" means any corporation, business trust, association, or similar organization, but shall not include (1) any corporation the majority of the shares of which are owned by the United States or by any State, or (2) any corporation or community chest, fund, or foundation, organized and operated exclusively for religious, charitable, or educational purposes, no part of the net earnings of which inures to the benefit of any private shareholder or individual, and no substantial part of the activities of which is carrying on propaganda, or otherwise attempting to influence legislation, or (3) any partnership. 54 Stat. 789. 41 Stat. 378. (c) "Bank" means any national banking association or any State bank, savings bank, or trust company, but shall not include any organization operating under section 25 (a) of the Federal Reserve Act, 12 USC 611,612. or any organization which does not do business within the United States. "State member bank" means any State bank which is a mem-' ber of the Federal Reserve System. "District bank” means any State striot bank". "State member bank". 87 521 - 73 - 20 |