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B.

Reporting Securities wnership by Issuing Company (Cont'a).

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10, A public utility company in making certain solicita

tions regarding reorganizations of companies subject to the 1935 Act may disclose ownership information regarding securities or assets.

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11. An investment company or unit investment trusts at time

of registering must list the name and address; class of
security owned; whether owned of record, beneficially or
both; amount owned and percentage of each class of

ecurity owned of any person who is the owner directly
or indirectly of 5% or more of the outstanding voting

securities of the company.
12. Company at time of qualifying its trust indenture

must list the name and address, class of voting
stock owned, amount owned and percentage of each
class of voting stock owned for each person owning
10% or more of the voting securities of the company.

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See 3 above.

At time of filing

Investment Company Act of 1940

13. Unit investment trusts and the unincorporated

management investment companies must list name and
address; class of security owned; whether owned of
record, beneficially or both; amount owned and
percent of each class owned of any person who,
directly or indirectly, owns, controls, or holds with
the power to vote 5% or more of the outstanding voting
securities, or 10% or more of any class of equity
security, of the investment company.

Form N-30A-2, annual report for unit
investment trusts currently issuing
securities. (17 CFR 249.442).
Form N-30A-3, annual report for
unincorporated management investment
companies currently issuing periodic
payment plan certificates. (17 CFR 249.443).

120 days after
end of fiscal
year'

Investment
Co. Act of
1940
Securities
Exchange Act
of 1934

- 26 Reporting Securities Ownership by Issuing Company

B.

Forms

When Disclosure

Required

Applicable

Statute

Enforcement

Form N-10 Quarterly report for registered management investment companies analogous to the annual report N-IR (17 CFR 249.331)

Within 30 days after the close of each calendar quarter

Investment Co. See 3 above. Act 1940

Reporting Requirements

14. Investment Company must report if any person has

become a parent of the registrant, the name of such
person, the date, a brief description of the trans-
action by which such person became a parent and the
percentage of voting securities of the registrant
owned by the parent or other basis of control must be
reported.

See 1 and 2 above..

15. Company in connection with certain reclassifications,

mergers or consolidations and transfers of assets
must make the applicable disclosure required by
Regulation 14A and 14C under the Securities Exchange
Act of 1934 (the proxy regulations) in connection with
proxy statements used for stockholder meetings involving
action on the above transaction. Proxy regulations
are discussed in Section II, B, 2 of this memo.

Form S-14 registration statement which
may be used in lieu of Form S-l for
the registration of securities to be
issued in connection with certain
reclassifications, mergers or consolidations
and transfer of assets specified in Rule
145 under the Securities Act of 1933.
(17 CFR 239.23)

Generally, 20 days Securities
previous to security Act of 1933
holder meetings or Rule 145
effective date of Securities
transaction at which Exchange
consent for merger Act of 1934
or transfer of assets Regulation
is made

14A and 14C

16. Subsidiary mutual service company of a registered

public utility holding company must list all the
beneficial owners of 10% or more of its outstanding
capital stock.

Form U-13-1, application for approval
of subsidiary mutual service
companies (17 CFR 259.113).

At time of
application

Public Utility See 7 above.
Holding Co.
Act of 1935

See 7 above.

Form U-13E-1, report by affiliate
companies and independent service
companies. (17 CFR 259.213).

At time of
report

17. Affiliate service company or a company principally

engaged in performing service to a registered public
utility holding company, must list the top 20 stock-
holders of record of its voting securities and indicate
the amount owned by each. If a partnership, the
registrant must list the names of all partners and
the extent of their share in the partnership.

Public
Utility
Holding Co.
Act of 1935

See 1 and 2 above.

18. Company at time of registering a public offering must

list the name of each individual who holds options to
purchase the securities of the issuer.

At time of
filing

Securities
Act of 1933

l'orm S-2, registration statement for
shares of certain corporations in the
deve lopment stage (17 CFR 239.12).
Form S-ll, registration statement for
securities of certain real estate
companies (17 CFR 239.18).

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1. Investment advisers must furnish the SEC with a

listing of any direct or indirect beneficial owners
of 1% or more of any class of equity security, including
the name of the owner, class of stock owned, and
percentage owned. If the registrant is a partner-
ship or other form of business, detailed information
is required on the ownership of the organization.

Form ADV registration statement of persons who engage in the business of advising others in their security transactions. (17 CFR 279.1).

Investment
Advisers
Act of 1940

The SEC can revoke the company's registration under the Investment Company Act of 1940.

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Securities If a company fails to make a required filing with
Act of 1933 the SEC, or fails to include in a filing "he correct

Information, the Commission may authorize an investi-
gation, suspend trading in the company's outstanding
securities, and, if the ruling were in connection with

an offering of securities, prevent a registration from
Securities becomd ng effective or an exemption from being granted
Exchange until the required information is filed. If the facts
Act of 1934 disclosed warrant doing so, it may then seek a civil

injunction in & U.S. district court to force the
company to make the required filing, or, in an extreme
case, recommend criminal prosecution.

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- 29.

List of Attachments*

2.

1. "Reporting Requirements and Dissemination of Inf rmation of

Corporate Ownership and Structure" ("GAO Study"), "Disclosure
of Corporate Ownership", 93rd Congress, 2nd Session, Senate
Document No. 93-62, p. 222.
17 CFR, Code of Federal Regulation, Commodity and Securities

Exchanges, Revised April 1, 1974.
3. Securities Act of 1933.
4. Securities Exchange Act of 1934.
5. Public Utility Holding Company Act of 1935.
6. Trust Indenture Act of 1939.
7. Investment Company Act of 1940.
8. Investment Advisers Act of 1940.
9. Statement of the Honorable Ray Garrett, Jr., Chairman,

Securities and Exchange Commission before the subcommittee on Foreign Commerce and Tourism of the Senate Committee on Commerce on s. 2840, 93rd Cong., 1st Session (1973). March 7, 1974.

Securities Act of 1933, Release No. 5526. ll. Securities Act of 1933, Release No. 5538. 12. Securities Act of 1933, Applicable Forms. 13. Securities Exchange Act of 1934, Applicable Forms. 14. Public Utility Holding Company Act of 1935, Applicable Forms. 15. Trust Indenture Act of 1939, Applicable Forms. 16. Investment Company Act of 1940, Applicable Forms. 17. Investment Advisers Act of 1940, Applicable Forms. 18. SEC News Digest. 19. SEC Docket. 20. Official Summary of Securities Transactions and Holdings, SEC. 21. Statistical Bulletin, SEC.

10.

*For general distribution, only the portion of the GAO Study pertaining to Reporting to the SEC is attached. The other documents are available at the SEC.

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