29Th ANNUAL REPORT of the SECURITIES and EXCHANGE COMMISSION
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29th ANNUAL REPORT of the SECURITIES AND EXCHANGE COMMISSION For the Fiscal Year Ended June 30, 1963 SECURITIES AND EXCHANGE COMMISSION Headquarters Office 425 Second Street NW. Washington, D.C. 20549 COMMISSIONERS January 6, 1964 WILLIAM L. CARY, Chairman BYRON D. WOODSIDE MANUEL F. COHEN JACK M. WHITNEY II ORVAL L. DuBOIS, Secretary LETTER OF TRANSMITTAL SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SIR : On. behalf of the Securities and Exchange Commission, I have the honor to transmit to you the Twenty-Ninth Annual Report of the Commission covering the fiscal year July 1, 1962 to June 30,1963, in accordance with the provisions of Section 23 (b) of the Securities Exchange Act of 1934, approved June 6, 1934; Section 23 of the Public Utility Holding Company Act of 1935, approved August 26, 1935; Section 46 (a) of the Investment Company Act of 1940, approved August 22, 1940; Section 216 of the Investment Advisers Act of 1940, approved August 22, 1940; Section 3 of the Act of June 29, 1949, amending the Bretton Woods Agreement Act; and Section 11 (b) of the Inter-American Development Bank Act. Respectfully, WILLIAM L. CARY, Chairman. THE PRESIDENT OF THE SENATE, THE SPEAKER OF THE HOUSE OF REPRESENTATIVES, Washington, D.C. TABLE OF CONTENTS Commissioners and staff officers Regional and branch offices Biographies of Commissioners PART I IMPORTANT DEVELOPMENTS DURING THE YEAR Special Study of Securities Markets Enforcement activity Registration of new security offerings PART II LEGISLATIVE ACTIVITIES PART III REVISION OF RULES, REGULATIONS AND FORMS The Securities Act of 1933 Proposed Rule 156 Proposed Rules 402A and 440 Adoption of Revised Form S-8 The Securities Exchange Act of 1934 Proposed Amendment to Rule 3a12-3 Adoption of Rule 10b-9 Proposed Rule 10b-10 Proposed Amendments to Rules 13a-15 and 15d-15 and Form 7-K Adoption of Rule 15d-21 and Form 11-K; Amendment to Form 10-K. Proposed Rule 16b-9 Proposed Amendments to Form 8-K The Investment Company Act of 1940 Adoption of Rule 3c-3 Amendment of Rule 30d-l Amendments to Rules 31a-1 and 31a-2; Adoption of Rule 31a-3 PART IV ADMINISTRATION OF THE SECURITIES ACT OF 1933 Description of the registration process Registration statement and prospectus Examination procedure Time required to complete registration Volume of securities registered Registration statements filed Stop order proceedings Examinations and investigations Exemption from registration of small-issues Exempt offerings under Regulation A Suspension of exemption Exempt offerings under Regulation B Exempt offerings under Regulation E Exempt offerings under Regulation F PART V ADMINISTRATION OF THE SECURITIES EXCHANGE ACT OF 1934 Regulation of exchanges and exchange trading Registration and exemption of exchanges Disciplinary action Registration of securities on exchanges Statistics relating to registration of securities on exchanges Market value of securities traded on exchanges Fiscal year share values and volumes Foreign stock on exchanges Comparative exchange statistics Comparative over-the-counter statistics Reporting under Section 15 (d) Foreign stocks traded over the counter Delisting of securities from exchanges Delisting proceedings under Section 19 (a) Unlisted trading privileges on exchanges Applications for unlisted trading privileges Block distributions reported by exchanges Manipulation and stabilization Manipulation Stabilization Insiders' security holdings and transactions Ownership reports Recovery of short-swing trading profits by issuer Regulation of proxies Scope of proxy regulation Statistics relating to proxy statements Stockholders' proposals Ratio of soliciting to non-soliciting companies Proxy contests Investigations Regulation of broker-dealers and over-the-counter markets Registration Administrative proceedings Revocation and denial proceedings Suspension proceedings Other sanctions Net capital rule Financial statements Broker-dealer inspections Supervision of activities of National Association of Securities Dealers, Inc. NASD disciplinary actions Commission review of NASD action on membership Commission review of NASD disciplinary action PART VI ADMINISTRATION OF THE PUBLIC UTILITY HOLDING COMPANY ACT OF 1935 Composition of registered holding company systems Section 11 matters and other significant developments in active registered holding company systems Section 11 matters Other developments Financing of active registered public utility holding companies and their subsidiaries Competitive bidding Protective provisions of first mortgage bonds and preferred stocks of public utility companies Other matters Request for declaratory order PART VII PARTICIPATION OF THE COMMISSION IN CORPORATE REORGANIZATIONS UNDER CHAPTER X OF THE BANKRUPTCY ACT Summary of activities;, Procedural and administrative matters Trustee's investigation Advisory reports on plans of reorganization Activities with regard to allowances Intervention in Chapter XI proceedings PART VIII ADMINISTRATION OF THE TRUST INDENTURE ACT OF 1939 PART IX ADMINISTRATION OF THE INVESTMENT COMPANY ACT OF 1940 Companies registered under the Act Growth of investment company assets Inspection and investigation program Study of size of investment companies Current information Applications and proceedings PART X ADMINISTRATION OF THE INVESTMENT ADVISERS ACT OF 1940 Administrative proceedings PART XI OTHER ACTIVITIES OF THE COMMISSION Civil litigation Criminal proceedings Office of Program Planning Complaints and investigations Enforcement problems with respect to foreign securities Canadian restricted list Section of securities violations Applications for nondisclosure of certain information Activities of the Commission in accounting and auditing International Bank for Reconstruction and Development Inter-American Development Bank Statistics and special studies Issues registered under the Securities Act of 1933 New securities offerings Individuals' saving Corporate pension funds Financial position of corporations Plant and equipment expenditures Directory of registered companies Stock market data Opinions of the Commission Dissemination of information Information available for public inspection Publications Organization Personnel and financial management COMMISSIONERS AND STAFF OFFICERS (As of January 4, 1962) Commissioners WILLIAM L. CARY of New York, Chairman -- Term Expires June 5, 1966 BYRON D. WOODSIDE of Virginia -- Term Expires June 5, 1967 MANUEL F. COHEN of Maryland -- Term Expires June 5, 1968 JACK M. WHITNEY II of Illinois -- Term Expires June 5, 1964 Secretary: ORVAL L. DuBOIS Staff Officers EDMUND H. WORTHY, Acting Director, Division of Corporation Finance. ROBERT BAGLEY, Associate Director. ALLAN F. CONWILL, Director, Division of Corporate Regulation. SOLOMON FREEDMAN, Associate Director. GORDON HENDERSON, Associate Director. WALTER WERNER, Director, Office of Program Planning. RALPH S. SAUL, Director, Division of Trading and Markets. IRVING M. POLLACK, Associate Director. PHILIP A. LOOMIS, Jr., General Counsel. DAVID FERBER, Associate General Counsel. WALTER P. NORTH, Associate General Counsel. ANDREW BARR, Chief Accountant. LEONARD HELFENSTEIN, Director, Office of Opinion Writing. W. VICTOR RODIN, Associate Director. WILLIAM E. BECKER, Management Analysis Officer. FRANK J. DONATY, Comptroller. ERNEST L. DESSECKER, Acting Records and Service Officer. HARRY POLLACK, Director of Personnel. ARTHUR FLEISCHER, JR., Executive Assistant to the Chairman REGIONAL AND BRANCH OFFICES Regional Administrators Region 1. New York, New Jersey. -- Llewellyn P. Young; John J. Devaney, Associate Regional Administrator, 225 Broadway, New York, N.Y., 10007 Region 2. Massachusetts, Connecticut, Rhode Island, Vermont, New Hampshire, Maine. -- Philip E. Kendrick, Federal Building, Post Office Square, Boston, Mass., 02109 Region 3. Tennessee, North Carolina, South Carolina, Georgia, Alabama, Mississippi, Florida, and that part of Louisiana lying east of the Atchafalaya River. -- William Green, Suite 138, 1371 Peachtree Street, NE., Atlanta, Ga., 30309 Region 4. Illinois, Indiana, Iowa, Kansas City (Kansas), Kentucky, Michigan, Minnesota, Missouri, Ohio, Wisconsin. -- Thomas B. Hart, Bankers Building, Room 630, 105 West Adams Street, Chicago, Ill., 60603 Region 5. Oklahoma, Arkansas, Texas, and that part of Louisiana lying west of the Atchafalaya River, and Kansas (except Kansas City). -- Oran H. Allred, United States Courthouse, Room 301, Tenth and Lamar Streets, Fort Worth, Texas, 76102 Region 6. Wyoming, Colorado, New Mexico, Nebraska, North Dakota, South Dakota, Utah. -- Donald J. Stocking, Room 802, Midland Savings Building, 444 17th Street, Denver, Colo., 80202 Region 7. California, Nevada, Arizona, Hawaii. -- Arthur E. Pennekamp, Room 821, Market Street, San Francisco, Calif., 94103 Region 8. Washington, Oregon, Idaho, Montana, Alaska. -- James E. Newton, 9th Floor, Hoge Bldg., 705 Second Ave., Seattle, Wash., 98104 Region 9. Pennsylvania, Maryland, Virginia, West Virginia, Delaware, District of Columbia. -- Alexander J. Brown, Jr., Room 302, 310 Sixth Street NW., Washington, D.C., 20549 Branch Offices Cleveland, Ohio, 44113. -- Room 1628, Standard Building, 1370 Ontario Street. Detroit, Michigan, 48226. -- Room 1503, Washington Boulevard Building, 234 State Street. Houston, Texas, 77002. -- Room 2226 Federal Office and Courts Building, 515 Rusk Ave. Los Angeles, Calif., 90028. -- Room 309 Guaranty Building, 6331 Hollywood Blvd. Miami, Fla., 33132. -- Room 1504, 51 SW., First Ave. St. Louis, Mo., 63103. -- Room 4266A Federal Building,