26th Annual Report of the Securities and Exchange Commission Fiscal Year Ended June 30, 1960 SECURITIES AND EXCHANGE COMMISSION Headquarters Office 425 Second Street NW. Washington 25, D.C. COMMISSIONERS January 3, 1961 EDWARD N. GADSBY, Chairman HAROLD C. PATTERSON [Deceased November 29,1960.] EARL F. HASTINGS BYRON D. WOODSIDE DANIEL J. McCAULY, JR. ORVAL L. DuBois, Secretary LETTER OF TRANSMITTAL SECURITIES AND EXCHANGE COMMISSION, Washington, D.C., January 3, 1961. SIR : On behalf of the Securities and Exchange Commission, I have the honor to transmit to you the Twenty-Sixth Annual Report of the Commission covering the fiscal year July 1,1959, to June 30, 1960, 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; and 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, EDWARD N. GADSBY, Chairman. THE PRESIDENT of THE SENATE, THE SPEAKER of THE HOUSE of REPRESENTATIVES, Washington, D.C. Harold C. Patterson 1897-1960 Harold C. Patterson was serving his second term as a member of the Securities and Exchange Commission at the time of his death on November 29,1960. He brought to his high offices in the public service a broad experience and a vast fund of knowledge of the Nation's financial community. Able, forthright and just, he was ever devoted to the objectives for which the Commission was created by the Congress. These qualities made him a stalwart advocate of the cause of investor protection. His trenchant analysis of the many problems confronting the Commission and the wisdom which characterized his decisions earned the admiration and respect of its members, the staff and the public. His counsel will be sorely missed by those who must continue, as we know he would have desired, with the tasks that lie ahead. To each of us who had the good fortune to know him his passing leaves a deep personal void as well. Ever a staunch friend, he shared generously of his time, his talents, and his experience. We here record our profound sorrow at his passing and our deep sympathy for the members of his bereaved family. Edward N. Gadsby Earl F. Hastings Byron D. Woodside Daniel J. McCauley, Jr. TABLE OF CONTENTS Foreword Present Commission and staff officers Regional and branch offices Biographies of commissioners PART I CURRENT PROBLEMS BEFORE THE COMMISSION Fraudulent sale of securities Registration of securities Supervision of broker-dealer firms Real estate securities Combination insurance and investment contracts Variable annuity contracts Investment company size study and investigation Investment advisers PART II LEGISLATIVE ACTIVITIES Statutory amendments proposed by the Commission Other legislative proposals Congressional hearings PART III REVISION OF RULES, REGULATIONS AND FORMS The Securities Act of 1933 Amendment of Rule 133 Adoption of Rule 136; Amendment of Rule 140 Proposed Rule 155 Rescission of Regulation A-M Amendment of Regulation A Rescission of Regulation B-T Adoption of Regulation F Amendment to Form S-9 Adoption of Form S-14 The Securities Exchange Act of 1934 Amendment of Rules 16b-2 and 16c-2 Amendment of Rule 16b-3 Amendment of Rule 16b-8 Proposed Rule 19a2-1 Amendment of Form 8-K Amendment of Form 9-K The Public Utility Holding Company Act of 1935 -- Rescission of Rule 9 Modification of Rule 28 Interpretation of Rule 50 Withdrawal of proposed revision of Rule 70 The Investment Company Act of 1940 -- Adoption of Rule 3c-2 Adoption of Rule 14a-1 Amendment of Rule 20a-1; adoption of Rules 20a-2 and 20a-3 Adoption of Annual Report Form N-5R 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 F Litigation under the Securities Act of 1933 Subpoena enforcement action under Securities Act of 1933 Suits against the Commission PART V ADMINISTRATION OF THE SECURITIES EXCHANGE ACT OF 1934 Regulation of exchanges and exchange trading Registration and exemption of exchanges Disciplinary actions 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 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 Regulation of broker-dealers and over-the-counter markets Registration Administrative proceedings Revocation proceedings 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 disciplinary action Commission review of NASD action on membership Litigation under the Securities Exchange Act of 1934 Participation as Amicus Curiae PART VI ADMINISTRATION OF THE PUBLIC UTILITY HOLDING COMPANY ACT OF 1935 Composition of registered holding company systems -- summary of changes Developments in individual registered systems Other matters 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 PART VII PARTICIPATION OF THE COMMISSION IN CORPORATE REORGANIZATIONS UNDER CHAPTER X OF THE BANKRUPTCY ACT, AS AMENDED Summary of activities The Commission as a party to proceedings Matters related to the proceedings Problems in connection with the administration of estates Trustee's investigations Intervention in Chapter XI proceedings Activities with regard to allowances Advisory reports on plans of reorganization 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 program Study of size of investment companies Current information Applications and proceedings Variable annuities Litigation under the Investment Company Act Current developments in the investment company field PART X ADMINISTRATION OF THE INVESTMENT ADVISERS ACT OF 1940 Administrative proceedings Litigation under the Investment Advisers Act of 1940 PART XI OTHER ACTIVITIES OF THE COMMISSION Court proceedings Civil proceedings Criminal proceedings Complaints and investigations Enforcement problems with respect to Canadian 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 Opinions of the Commission Statistics and special studies Dissemination of information Information available for public inspection. Organization Personnel, Budget and Finance FOREWORD This 26th Annual Report of the Securities and Exchange Commission to the Congress for the fiscal year July 1959 to June 30, 1960 describes the Commission's activities during the year in discharging its duties under the statutes which it administers. These include supervision of the registration of securities for sale to the public by the use of the mails and in interstate commerce, enforcement of the anti-fraud provisions of the federal securities laws, surveillance of the exchange and over-the-counter markets in securities, regulation of the activities of brokers and dealers and investment advisers, and regulation of registered public utility holding company systems and investment companies. In the fiscal year 1960 a record number of registration statements under the Securities Act of 1933 became effective. There were a total of 1,398 such statements as compared with the previous high of 1,055 in fiscal 1959. The dollar amount of issues of securities registered for public sale totalled $14.4 billion, down somewhat from the $15.7 billion in fiscal 1959. There was further substantial increase in the volume of the Commission's regulatory activities with respect to investment companies. as evidenced by the increase in the number of investment companies registered under the Investment Company Act of 1940. There were 570 such companies as of June 30, 1960, the largest number ever registered and 58 more than were registered at the end of the previous fiscal year. The aggregate market value of assets