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OF 1933 AND TO THE SECURITIES
EXCHANGE ACT OF 1934
Printed for the use of the Committee on Interstate and Foreign Commerce
COMMITTEE ON INTERSTATE AND FOREIGN COMMERCE
CLARENCE F. LEA, California, Chairman
CHARLES A. WOLVERTON, New Jersey
B. CARROLL REECE, Tennessee
JAMES W. WADSWORTH, New York
CHARLES A. HALLECK, Indiana
OSCAR YOUNGDAHL, Minnesota
CARL HINSHAW, California
CLARENCE J. BROWN, Ohio
RICHARD M. SIMPSON, Pennsylvania
ELTON J. LAYTON, Clerk
Folger, J. C., representing Folger, Nolan & Co., Inc., Washington,
Putney, William B., 3d, of Putney, Twombly & Hall, New York City.. 646
Table G. Purchases by commercial banks..
from registration and total domestic corporation and foreign
Page 418 419 420
458 525 556
Statistical tables submitted-Continued.
Three industrial issues, prices prevailing at a given time-
securities refunded by such “private placements”.
issues by insurance companies, foundations, universities, pension
funds, and savings banks (to the extent reported)-
tabulation 1 above-
$1,000,000 or more whose registration became effective during 1938,
to the extent reported as of December 3, 1938----
vate placement issues in 1938.
merce, State of Minnesota---.
total costs of flotations...
vestors' Union.-Communications and memoranda submitted
Memorandum by Churchill Rodgers, assistant general counsel of
Metropolitan Life Insurance Co., on the securities industry proposal
affecting private placements --
Prudential Insurance Co. of America -
of the Federal Reserve System.--
Department of the Treasury-
Governors of the Federal Reserve System, and the Federal Deposit
ties Act of 1933_-
of Connecticut.Letter from Edwin M. Dougherty, commissioner, division of corpora
tions, State of California --
Business Bureaus, Inc.---
indicating amount offered registration expense, compensation to
PROPOSALS FOR AMENDMENTS TO SECURITIES ACT OF 1933 AND THE SECURITIES EXCHANGE ACT OF 1934
FRIDAY, NOVEMBER 7, 1941
HOUSE OF REPRESENTATIVES,
Washington, D.C. The committee met, pursuant to adjournment, at 10 a. m., in the committee room, New House Office Building, Hon. Clarence F. Lea (chairman) presiding.
The CHAIRMAN. The committee will come to order. Mr. Stewart, you may proceed.
BEGINNING ITEM NO. 2 ON AGENDA FOR AMENDMENTS
TO SECURITIES ACT OF 1933
STATEMENT OF R. McLEAN STEWART, CHAIRMAN, SECURITIES
ACTS COMMITTEE, INVESTMENT BANKERS' ASSOCIATION OF AMERICA-Resumed
Mr. STEWART. Mr. Chairman, I am addressing myself this morning to the proposed section 2 (14), which appears in the committee print beginning at page 9.
The whole scope of the Securities Act of 1933, as an act to provide for the full and fair disclosure of information as to the character of securities sold in interstate commerce, is determined by the interpretation placed on the meaning of the term “public offering."
We respectfully recommend that the term “public offering” be defined as proposed in the draft contained in the print, beginning at line 19, page 9, and continuing through lines 1 to 22, inclusive, on page 10. Although the Commisison does not propose, it does not oppose this amendment. As stated in the print, the Commission's position is discussed at pages 18 and 19 of its printed report. The position of the securities industry is discussed at pages 31 and 33 of our report of July 30, 1941.
It would be idle to pretend that we have no selfish interest in proposing this new section to 2 (14). We have. Under the situation which exists today we are denied the opportunity of competing with the large insurance companies and other large institutions on an equal basis under the law. A healthy investment banking organization cannot exist unless something is done along the lines of the proposed section 2 (14) to correct the situation which now exists. The public as a whole has a real interest in this situation. Investors