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date of such application, and monthly volume of trading in such security for each of the 12 calendar months immediately preceding the date of such application:

(7) Price range on such exchange for each of the 12 calendar months immediately preceding the date of such application; and

(8) A brief statement of the information in the applicant's possession, and the sources thereof, with respect to (a) the extent of public distribution of such security in the vicinity of such exchange and the geographical area which is deemed to constitute such vicinity, (b) the extent of public trading in such security on such exchange, and (c) the character of trading in such security on such exchange.

(b) Unlisted trading privileges in any security on any national securities exchange may be suspended or terminated by such exchange in accordance with its rules. Such exchange shall promptly file Form 28 to notify the Commission of any such suspension or termination.

Rule 12f-4. Exemption of Securities Admitted to Unlisted Trading Privileges from Sections 13, 14, and 16

(a) Any security for which unlisted trading privileges on any national securities exchange have been continued or extended pursuant to section 12(f) of the Act shall be exempt from section 13. of the Act unless (1) such security or another security of the same issuer is listed and registered on a national securities exchange or registered pursuant to section 12(g) of the Act, or (2) such issuer would be required to file information, documents and reports pursuant to section 15 (d) of the Act but for the fact that securities of the issuer are deemed to be "registered on a national securities exchange" within the meaning of section 12(f) (6) of the Act.

(b) Any security for which unlisted trading privileges on any national securities exchange have been continued or extended pursuant to section 12 (f) of the Act shall be exempt from section 14 of the Act unless such security is also listed and registered on a national securities exchange or registered pursuant to section 12(g) of the Act.

(c) (1) Any equity security for which unlisted trading privileges on any national securities exchange have been continued or extended pursuant to section 12(f) of the Act shall be exempt from section 16 of the Act unless such security or another

equity secur ty of the same issuer i registered on a national securities er registered pursuant to section 12 gid

(2) Any equity security for wh trading privileges on any national se change have been continued or extended: to section 12(f) of the Act and which s and registered on any other such exchang tered pursuant to section 12(g) of the be exempt from section 16 of the AT2 that section would otherwise apply to a who is directly or indirectly the benefi of more than 10 percent of such security another equity security of the issuer of 5. listed security is so listed or registered c beneficial owner is a director or officer of s suer or directly or indirectly the benefia of more than 10 percent of any such listed er tered security.

(d) Any reference in this rule to a s registered pursuant to section 12(g) of shall include, and any reference to a secur so registered shall exclude, any security as to a registration statement pursuant to such s is at the time required to be effective.

(Amended, paras. (a), (b), (c) and added per eff. Jan. 5, 1965, Release 34-7491.)

Rule 12f-5. Repealed September 1, 1961, Ree 34-7408

Rule 12f-6. Continuance of Unlisted Trac: Privileges on Merged Exchanges

(a) Subject to section 12(f), as amended, the rules and regulations thereunder, a natie securities exchange which has absorbed ano exchange may, without further order of the C mission, continue unlisted trading privileges in any security which was admitted to such pr leges on the absorbed exchange pursuant to cla (1) of section 12(f), and (2) in any secur which was admitted to such privileges on the s sorbed exchange pursuant to clause (2) or ( of section 12(f) if the vicinity of the survivin exchange includes the vicinity of the absorbe exchange.

(b) For the purpose of this rule the vicinity of the surviving exchange shall include the vicin ity of an absorbed exchange if the vicinities of the absorbed and surviving exchanges are located within a single geographic division or adjoining geographic divisions of the United States

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as classified by the United States Bureau of the Census.

Rule 12f-7. Temporary Exemption from Rule 12f-1 Application Requirements

Any security admitted to unlisted trading privileges on any national securities exchange between July 1, and August 20, 1964, pursuant to the provisions of section 12(f) of the Act as in effect prior to the amendment effective July 1, 1964, shall be exempt from the operation of section 12 (a) of the Act until September 21, 1964: Provided, however, That such exemption shall continue until action is taken by the Commission on a new application for unlisted trading privileges for such security if such application is filed by the exchange with the Commission on or before September 21, 1964, pursuant to the provisions of section 12(f) (1) (B) of the Act, as amended.

(Adopted Aug. 21, eff. Aug. 20, 1964, Release 34-7397.) Rule 12g-1. Extensions of Time for Filing Registration Statements Pursuant to Section 12(g) and Temporary Exemptions from Section 14

Except as the Commission may otherwise provide upon application of an interested person, after notice and opportunity for hearing:

(a) For issuers which otherwise would be required to file a registration statement pursuant to section 12(g) at an earlier date, the time within which such registration statement must be filed is extended to April 30, 1965: Provided, That such extension of time shall be inapplicable to issuers which are, at the time such registration statement otherwise would be due, required to file reports with the Commission under section 13 or 15(d) of the Act and the rules and regulations adopted thereunder.

(b) No person who solicits proxies with respect to a class of security registered pursuant to section 12(g) of the Act shall be required to comply with the provisions of section 14 of the Act, or the rules and regulations adopted thereunder, prior to the expiration of 2 months after the last date on which the registration statement is due, or December 31, 1965, whichever is earlier: Provided, That the provisions of this paragraph (b) shall not apply to the solicitation of proxies from security holders of a holding company registered under the Public Utility Holding Company Act of 1935 or a subsidiary company thereof.

(Adopted, eff. Sept. 15, 1964, Release 34-7429.)

Rule 12g3-1. Temporary Exemption of Foreign Securities from Section 12(g) of the Act Securities issued by (1) any foreign government or political subdivision thereof, (2) any national of any foreign country, (3) any corporation organized under the laws of any foreign country, and (4) certificates of deposit, receipts or other evidences of interest relating to any of the foregoing securities, shall be exempt from section 12 (g) of the Act until November 30, 1965.

(Adopted, eff. Sept. 15, 1964, Release 34-7427.) Rule 12g5-1. Definition of Securities "Held of Record"

(a) For the purpose of determining whether an issuer is subject to the provisions of sections. 12(g) and 15(d) of the Act, securities shall be deemed to be "held of record" by each person who is identified as the owner of such securities on records of security holders maintained by or on behalf of the issuer, subject to the following:

(1) In any case where the records of security holders have not been maintained in accordance with accepted practice, any additional person who would be identified as such an owner on such records if they had been maintained in accordance with accepted practice shall be included as a holder of record.

(2) Securities identified as held of record by a corporation, a partnership, a trust whether or not the trustees are named, or other organization shall be included as so held by one person.

(3) Securities identified as held of record by one or more persons as trustees, executors, guardians, custodians or in other fiduciary capacities with respect to a single trust, estate or account shall be included as held of record by one person.

(4) Securities held by two or more persons as co-owners shall be included as held by one person. (5) Each outstanding unregistered or bearer certificate shall be included as held of record by a separate person, except to the extent that the issuer can establish that, if such securities were registered they would be held of record, under the provisions of this rule, by a lesser number of persons.

(6) Securities registered in substantially similar names where the issuer has reason to believe because of the address or other indications that such names represent the same person, may be included as held of record by one person.

(b) Notwithstanding paragraph (a):

(1) Securities held, to the knowledge of the issuer, subject to a voting trust, deposit agreement

or similar arrangement shall be included as held of record by the record holders of the voting trust certificates, certificates of deposit, receipts or similar evidences of interest in such securities: Provided however, That the issuer may rely in good faith on such information as is received in response to its request from a nonaffiliated issuer of the certificates or evidences of interest.

(2) Whole or fractional securities issued by a savings and loan association, building and loan association, cooperative bank, homestead association, or similar institution for the sole purpose of qualifying a borrower for membership in the issuer, and which are to be redeemed or repurchased by the issuer when the borrower's loan is terminated, shall not be included as held of record by any per

son.

(3) If the issuer knows or has reason to know that the form of holding securities of record is used primarily to circumvent the provisions of section 12(g) or 15(d) of the Act, the beneficial owners of such securities shall be deemed to be the record owners thereof.

(Adopted, eff. Jan. 5, 1965, Release 34-7492.) Rule 12g5-2. Definition of "Total Assets"

For the purpose of section 12(g) (1) of the Act, the term "total assets" shall mean the total assets as shown on the issuer's balance sheet or the balance sheet of the issuer and its subsidiaries consolidated, whichever is larger, as required to be filed on the form prescribed for registration under this section and prepared in accordance with the pertinent provisions of Regulation S-X. Where the security is a certificate of deposit, voting trust certificate, or certificate or other evidence of interest in a similar trust or agreement, the "total assets" of the issuer of the security held under the trust or agreement shall be deemed to be the "total assets" of the issuer of such certificate or evidence of interest. (Adopted, eff. Jan. 5, 1965, Release 34-7492.) Rule 12h-1. A Temporary Exemption for Insur

ance Companies From Compliance With the Provisions of Clause (ii) of Section 12(g) (2)(G)

(a) An insurance company which meets the conditions specified in clause (i) of section 12(g) (2) (G) of the Act shall be exempt from registration under the provisions of section 12(g) thereof during the calendar year 1965 notwithstanding the fact that the conditions specified in clause (ii) of section 12(g) (2) (G) are not met during such period.

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(b) Every insurance company exemple paragraph (a) of this rule and meeting the ments of section 12(g) (1) as of the las fiscal year ended on or after December shall file a registration statement with F after such fiscal year end unless all cor clauses (i) and (ii) and, after July 1, 19 (iii) of section 12(g) (2) (G) of the Actr or the securities of such company are exempt from registration under section 1. (Adopted, eff. Mar. 26, 1965, Release 3476 Rule 12h-2. Exemptions From Registrat der Section 12(g) of the Act

Issuers shall be exempt from the provs section 12(g) of the Act with respect to L lowing securities:

(a) Any interest or participation in u ployee stock bonus, stock purchase, profit sh pension, retirement, incentive, thrift, savi. similar plan which is not transferable t holder except in the event of death or mer competency, or any security issued solely to: such plans;

(b) Any interest or participation in any mon trust fund or similar fund maintained bank exclusively for the collective investment reinvestment of monies contributed thereto by bank in its capacity as a trustee, executor, air istrator, or guardian; and

(c) Any class of equity security which w not be outstanding 60 days after a registra statement would be required to be filed with spect thereto.

(Adopted, eff. Apr. 23, 1965, Release 34-7581.) Rule 12h-3. Exemption from Section 16(b) Transactions Prior to Registration und Section 12(g)

Any acquisition or disposition of any eq security by a director or officer of the issuer such security within 6 months prior to the first fective registration of a class of equity security such issuer pursuant to section 12(g) shall not subject to the operation of section 16(b) of t Act by virtue of such registration. The exem tion provided by this rule shall apply to tran actions occurring before or after the effective dat of this rule. This rule shall not apply to an officer or director of an issuer which first files: registration statement pursuant to section 12(g) of the Act after October 31, 1967.

(Adopted, eff. May 10, 1965, Release 34-7598.)

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REGULATION 13A. REPORTS OF ISSUERS OF SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE ACT

ARTICLE 1. ANNUAL REPORTS

Rule 13a-1. Requirement of Annual Reports Every issuer having securities registered pursuant to section 12 of the Act shall file an annual report for each fiscal year after the last full fiscal year for which financial statements were filed in its registration statement. Registrants on Form 8-B shall file an annual report for each fiscal year beginning on or after the date as of which the succession occurred. The report shall be filed within 120 days after the close of the fiscal year or within such other period as may be specified in the appropriate form.

(Amended Feb. 5, eff. Mar. 8, 1965, Release 34-7525.) Rule 13a-2. Annual Reports of Predecessors

Every issuer having securities registered pursuant to section 12 of the Act on Form 8-B shall file an annual report pursuant to Rule 13a-1 for each of its predecessors which had securities registered pursuant to section 12 covering the last full fiscal year of the predecessor prior to the registrant's succession, unless such report has been filed by the predecessor. Such annual report shall contain the information that would be required if filed by the predecessor.

(Amended Feb. 5, eff. Mar. 8, 1965, Release 34-7525.) Rule 13a-3. Reports in Case of New Registration

(a) Notwithstanding Rule 13a-1, any registrant which has filed, within the period prescribed for filing an annual report pursuant to that rule

(1) a registration statement under the Securities Act of 1933 which has become effective and is not subject to any proceeding under section 8 (d) of that Act or to an order entered thereunder, or

(2) a registration statement pursuant to section 12 of the Securities Exchange Act of 1934 which has become effective and is not subject to any proceeding under section 15 (c) (4) or 19 (a) (2) of that Act or to an order thereunder, may file as its annual report pursuant to Rule 13a-1 copies of the registration statement in lieu of an annual report on the appropriate annual report form if the statement covers the fiscal period that would be covered by a report on the appropriate annual report form and contains all of the information, including financial statements and exhibits, required by the appropriate annual report form.

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(c) Any financial statements or exhibits included in the registration statement which are not required by the appropriate annual report form may be omitted.

(d) If any registration statement included in the annual report incorporates by reference any financial statements or exhibits required by the appropriate annual report form which are on file with the Commission but are not on file with any exchange with which the annual report is to be filed, the copies of the annual report filed with such exchange shall include copies of such financial statements or exhibits.

(e) Copies of the report filed with the Commission may incorporate the registration statement by reference. If a report consists of a registration statement filed pursuant to section 12 (b) of the Act, copies of the report filed with an exchange with which the statement was filed may incorporate the statement by reference.

(Amended paras. (a), (b), (c) and (e) Feb. 5, eff. Mar. 8, 1965, Release 34-7525.)

Rule 13a-4. Incorporation of Information Contained in a Prospectus

Any registrant which has filed with the Commission pursuant to Rule 424 under the Securities Act of 1933 copies of a prospectus meeting the requirements of section 10 of that Act after the effective date of the registration statement may incorporate in its annual report pursuant to Rule 13a-1 any information, including financial statements, contained in the prospectus, provided a copy of the prospectus is filed as an exhibit to the annual report.

Rule 13a-10. Interim Reports

ARTICLE 2. OTHER REPORTS

(a) Every issuer which changes its fiscal closing date after the last fiscal year for which financial statements were filed in its registration statement pursuant to section 12 of the Act shall file a report covering the resulting interim period not more than 120 days after the close of the interim period or after the date of the determination to change the fiscal closing date, whichever is later.

(b) Every issuer having securities registered on Form 8-B shall file an interim report for the period, if any, between the close of the fiscal year covered by the last annual report of its predecessor or predecessors and the beginning of the first fiscal year of the registrant subsequent to the succession. The report shall be filed within 120 days after the close of the period. It shall include information regarding the predecessor or predecessors from the close of the most recent fiscal year prior to the succession as if such predecessor or predecessors were the registrant. The financial statements filed with the report shall give effect to the operations of, and transactions by the predecessor or predecessors during the period as if they were the registrant. A statement that effect has been given to such operations and transactions shall be made in a note or otherwise. Separate financial statements for the predecessor or predecessors need not be filed.

(c) A report pursuant to this rule shall be filed on the form appropriate for annual reports of the issuer and shall clearly indicate the period covered. If the report covers an interim period of less than 6 months, the financial statements filed therewith need not be certified but, if they are not certified, the issuer shall file with its next annual report certified financial statements covering the interim period.

(d) Notwithstanding the foregoing, a separate report need not be filed for any period of less than 3 months if the annual report of the issuer or predecessor for the preceding fiscal year or the annual report of the issuer for the succeeding fiscal year covers the interim period as well as the fiscal year. In such case balance sheets need be furnished only as of the close of the entire period but all other financial statements, including balance sheet schedules, shall be filed separately for both periods.

(Amended paras. (a) and (b) Feb. 5, eff. Mar. 8, 1965, Release 34-7525.)

Rule 13a-11. Current Reports on Form 8-K

(a) Except as provided in paragraph (b), every registrant subject to Rule 13a-1 shall file a current report on Form 8-K within 10 days after the close of any month during which any of the events specified in that form occurs, unless substantially the same information as that required by Form 8-K has been previously reported by the regis

trant.

(b) This section shall not apply to issuers having securities registered on a national securities exchange pursuant to an application on Form 18, 19, 20 or 21, or to investment companies required to file quarterly reports pursuant to Rule 13a-12. Rule 13a-12. Quarterly Reports of Investment Companies

Every investment company registered under the Investment Company Act of 1940 which has securities listed and registered on a national securities exchange and for which a quarterly report form is prescribed shall file a quarterly report, on the appropriate form prescribed therefor, for each fiscal quarter for which it is required to file a quarterly report pursuant to section 30 (b) (1) of the Investment Company Act of 1940.

Rule 13a-13. Semi-Annual Reports on Form 9-K

(a) Every issuer of a security registered pursuant to section 12 of the Act which is required to file annual reports on Form 10-K or Form U5S, or which is required to file a report on one of such forms as Part II of Form 16-K or Form 19–K, shall file a semi-annual report on Form 9-K for the first half of each fiscal year ending after the close of the latest fiscal year for which financial statements of such issuer were filed in a registration statement pursuant to section 12.

(b) Such reports on Form 9-K shall be filed not more than 45 days after the end of the 6-month period for which they are filed. However, the report for any period ending prior to the date on which a class of securities of the issuer first becomes effectively registered pursuant to section 12 may be filed not more than 45 days after the effective date of such registration.

(c) Notwithstanding paragraph (a) of this rule, semi-annual reports on Form 9-K shall not be required to be filed by the following types of issuers:

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