ADDITIONAL CONSUMER PROTECTION IN CORPORATE
TAKEOVERS AND INCREASING THE SECURITIES ACT
EXEMPTIONS FOR SMALL BUSINESSMEN

HEARING

BEFORE THE

SUBCOMMITTEE ON SECURITIES

OF THE

COMMITTEE ON BANKING AND CURRENCY

UNITED STATES SENATE

NINETY-FIRST CONGRESS

SECOND SESSION

ON

S. 336

A BILL TO AMEND SECTION 3(b) OF THE SECURITIES ACT

OF 1933 TO PERMIT THE EXEMPTION OF SECURITY ISSUES,

NOT EXCEEDING $500,000 IN AGGREGATE AMOUNT, FROM

THE PROVISIONS OF SUCH ACT

S. 3431

A BILL TO EXTEND THE COVERAGE OF SECTIONS 13(d),

14(d), AND 14(e) OF THE SECURITIES EXCHANGE ACT OF

1934 IN ORDER TO PROVIDE ADDITIONAL PROTECTION

FOR INVESTORS

MARCH 25, 1970

Printed for the use of the Committee on Banking and Currency

43-327

U.S. GOVERNMENT PRINTING OFFICE

WASHINGTON: 1970

COMMITTEE ON BANKING AND CURRENCY

JOHN SPARKMAN, Alabama, Chairman

Hamer H. Budge, chairman, Securities and Exchange Commission..

Phillip West, vice president; accompanied by Donald L. Calvin, vice

president, New York Stock Exchange

Richard B. Walbert, president, National Association of Securities Dealers;

accompanied by Lloyd J. Derrickson, general counsel...

Craig Severance, chairman, Investment Bankers Association; accompanied

by Otto Lowe, Jr., vice chairman, Federal Securities Acts Committee;

Gordon L. Calvert, executive director and general counsel..

Jordan Harlan Eskin, attorney at law, New York...-

8

101

110

114

123

ADDITIONAL STATEMENTS AND DATA

American Life Convention and Life Insurance Association of America,

statement submitted...

109

Barron's National Financial Weekly, reprint of article from..

148

Committee on Interstate and Foreign Commerce, House of Representa-

tives, letter from Jordan Harlan Eskin__

147

Healy, corporation commissioner, State of Oregon:

Letter to Hamer H. Budge, chairman, SEC..

Letter to Senator Packwood...

106

105

Investment Bankers Association of America, statement of Craig Severance,

chairman, Federal Securities Act Committee.

114

Manne, Professor Henry G., letter to Jordan Harlan Eskin...

Investment Company Institute, letter to Senator Williams from Robert L.

Augenblick, president__

107

134

National Association of Securities Dealers, Richard B. Walbert, president:

Letter to Senator Williams.

113

Statement before subcommittee_

110

New York Stock Exchange, statement of Phillip West, vice president_

110

New York Times, article from___.

153

Oregon Department of Commerce, letter to Senator Packwood, from Frank

J. Healy, corporation commissioner

105

Securities and Exchange Commission:

Budge, Hamer H., chairman:

Adoption of rules and regulations relating to assessable stock_ - -

Amendment to temporary rules under sections 13(d), 13(e), 14(d),

and 14(f)-

Adoption of amendments to temporary rules and regulations under

sections 13 (d) and (e), and 14(d)_.

42

87

41

Letter from Frank J. Healy, Corporation Commissioner of the

State of Oregon__

106

Statement before the subcommittee__

8

Comparison of disclosure requirements in a prospectus under the
Securities Act of 1933 and an offering circular used in the regulation
A exemption_...

Memorandum on S. 336.

Memorandum prepared by Division of Corporation Finance regarding

amending section 14(e) of the Securities Exchange Act of 1934.

3

346