cation in interstate commerce or of the mails to offer to sell or offer to buy through the use or medium of any prospectus or otherwise any security, unless a registration statement has been filed as to such security, or while the registration statement is the subject of a refusal order or stop order or (prior to the effective date of the registration statement) any public proceeding or examination under section 8." 15 USC 77h. SEC. 8. Section 10 of the Securities Act of 1933, as amended, is 15 USC 773. amended to read as follows: "INFORMATION REQUIRED IN PROSPECTUS "SEC. 10. (a) Except to the extent otherwise permitted or required pursuant to this subsection or subsections (c), (d), or (e)— "(1) a prospectus relating to a security other than a security issued by a foreign government or political subdivision thereof, shall contain the information contained in the registration statement, but it need not include the documents referred to in paragraphs (28) to (32), inclusive, of schedule A; "(2) a prospectus relating to a security issued by a foreign government or political subdivision thereof shall contain the information contained in the registration statement, but it need not include the documents referred to in paragraphs (13) and (14) of schedule B; "(3) notwithstanding the provisions of paragraphs (1) and (2) of this subsection (a) when a prospectus is used more than nine months after the effective date of the registration statement, the information contained therein shall be as of a date not more than sixteen months prior to such use, so far as such information is known to the user of such prospectus or can be furnished by such user without unreasonable effort or expense; "(4) there may be omitted from any prospectus any of the information required under this subsection (a) which the Commission may by rules or regulations designate as not being necessary or appropriate in the public interest or for the protection of investors. "(b) In addition to the prospectus permitted or required in subsection (a), the Commission shall by rules or regulations deemed necessary or appropriate in the public interest or for the protection of investors permit the use of a prospectus for the purposes of subsection (b) (1) of section 5 which omits in part or summarizes information in Ante, p. 684. the prospectus specified in subsection (a). A prospectus permitted under this subsection shall, except to the extent the Commission by rules or regulations deemed necessary or appropriate in the public interest or for the protection of investors otherwise provides, be filed as part of the registration statement but shall not be deemed a part of such registration statement for the purposes of section 11. The Com- 15 USC 77k. mission may at any time issue an order preventing or suspending the use of a prospectus permitted under this subsection (b), if it has reason to believe that such prospectus has not been filed (if required to 68 Stat. 685. be filed as part of the registration statement) or includes any untrue 68 Stat. 686. statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which such prospectus is or is to be used, not misleading. Upon issuance of an order under this subsection, the Commission shall give notice of the issuance of such order and opportunity for hearing by personal service or the sending of confirmed telegraphic notice. The Commission shall vacate or modify the order at any time for good cause or if such prospectus has been filed or amended in accordance with such order. 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. "(f) 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: 66 (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: 66 "(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 77a. (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 77a. 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 77a. 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 by deleting the words "issuing or selling" and inserting in lieu thereof the words "offering, selling, or issuing". 15 USC 77xxx. 68 Stat. 688. 68 Stat. 689. 54 Stat. 790. 15 USC 80a-2. Ante, p. 685. Ante, p. 683. 54 Stat. 825. 15 USC 80a-24. Ante, p. 684. 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: "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." 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 77o. 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. |