The Code of Federal Regulations of the United States of America

(ii) a statement of the grounds of objection; (iii) either a consent that the Commission shall determine the question of public disclosure upon the basis of the application and without a hearing, or a request for a hearing on the question of public disclosure, if that is desired; and (iv) the name of each exchange, if any, with which the material is filed.

The copies of the confidential portion and the application filed in accordance with this paragraph (b) shall be enclosed in a separate envelope marked "Confidential Treatment” and addressed to The Secretary, Securities and Exhange Commission, Washington, D.C., 20549.

(c) Pending the determination by the Commission as to the objection filed in accordance with paragraph (b) of this section, the confidential portion will be kept undisclosed.

(d) If the Commission determines that the objection shall be sustained, a notation to that effect will be made at the appropriate place in the material filed.

(e) Prior to any determination overruling the objection, if a hearing shall have been requested in accordance with paragraph (b) of this section, at least 10 days' notice of the time and place of such hearing shall be given by registered or certified mail to the person or his agent for service. Failure of any person making an application pursuant to paragraph (b) of this section, to request a hearing, to appear at such hearing, or to offer evidence at the hearing in support of his application, shall be deemed a consent by such person to the submission of his objection for determination by the Commission. In any case in which a hearing has been held, the Commission need consider only such grounds of objection as shall have been supported by evidence adduced at the hearing and the failure at the hearing to adduce evidence in support of any ground of objection may be deemed by the Commission a waiver thereof.

(f) If after such hearing the Commission determines that the objection shall be sustained, a notation to that effect will be made at the appropriate place in the material filed.

(g) If such hearing either (1) shall not have been requested, or (2) if requested, shall have been held, and the Commission shall have determined that disclosure of the confidential portion is in the public interest, a finding and

determination to that effect will be entered and notice of the finding and determination will be sent by registered or certified mail to the person or his agent for service.

(h) If such finding and determination are made with respect to the confidential portion of material filed by the issuer of a security registered on any exchange, the registration of securities on each exchange with respect to which the material filed relates may be withdrawn at any time within 15 days of the dispatch of notice by registered or certified mail of such finding and determination. Such withdrawal shall be effected as follows: (1) The issuer shall file with the Commission a written notification of withdrawal.

(2) Upon receipt of such notification, the Commission will send confirmed telegraphic notice thereof to each exchange on which the securities are registered.

(3) The registration shall continue in effect until, and shall terminate on, the close of business on the 10th day after the dispatch of such telegraphic notice to the exchange by the Commission.

(4) All material filed in connection with the registration shall be retained by the Commission and the exchange on which filed, and shall be plainly marked: "Registration withdrawn as of

(date of termination of registration)" except that all copies of the confidential portion will be returned to the issuer.

(i) The confidential portion shall be made available to the public at the time and according to the conditions specified in subparagraphs (1)-(3) of this paragraph:

(1) Upon the lapse of fifteen days after the dispatch of notice by registered or certified mail of the finding and determination of the Commission described in paragraph (g) of this section, if prior to the lapse of such fifteen days the person shall not have filed a written statement that he intends in good faith to seek judicial review of the finding and determination;

(2) Upon the lapse of sixty days after the dispatch of notice by registered or certified mail of the fiinding and determination of the Commission, if the statement described in subparagraph (1) of this paragraph shall have been filed and if a petition for review shall not have been filed within such sixty days; or

(3) If such petition for review shall have been filed within such sixty days,

upon final disposition adverse to the person, of the judicial proceedings.

(j) If the confidential portion is made available to the public, one copy thereof shall be attached to each copy of the material filed with the Commission and with each exchange.

(Secs. 4, 12, 13, 15, 16, 19, 24, 48 Stat. 77, 892, 894, 895, 896, 85, as amended, 901; 15 U.S.C. 77d, 781, 78m, 780, 78p, 77s, 78x) [13 F.R. 8214, Dec. 22, 1948, as amended at 29 F.R. 16982, Dec. 11, 1964; 30 F.R. 704, Jan. 22, 1965; 30 F.R. 2025, Feb. 13, 1965]

CROSS REFERENCE: For nondisclosure of information obtained in examinations and investigations, see § 240.0-4.

§ 240.24b-3 Information filed by issuers and others under sections 12, 13, 14, and 16.

(a) Except as otherwise provided in this section and in § 240.17a-6, each exchange shall keep available to the public, under reasonable regulations as to the manner of inspection, during reasonable

office hours, all information regarding a security registered on such exchange which is filed with it pursuant to sections 12, 13, 14, or 16, or any rules or regulations thereunder. This requirement shall not apply to any information to the disclosure of which objection has been filed pursuant to § 240.24b-2, which objection shall not have been overruled by the Commission pursuant to section 24(b). The making of such information available pursuant to this section shall not be deemed a representation by any exchange as to the accuracy, completeness, or genuineness thereof.

(b) In the case of an application for registration of a security pursuant to section 12 an exchange may delay making available the information contained therein until it has certified to the Commission its approval of such security for listing and registration.

(Sec. 24, 48 Stat. 901, as amended; 15 U.S.C. 78x) [16 F.R. 3109, Apr. 10, 1951]

PART 241-INTERPRETATIVE RELEASES RELATING TO THE SECURITIES EXCHANGE ACT OF 1934 AND GENERAL RULES AND REGULATIONS THEREUNDER

Opinion of the Director of the Division of Forms and Regulations discuss

1131

Apr. 7, 1937

Do.

ing the definition of "parent" as used in various forms under the Securities Act of 1933 and the Securities Exchange Act of 1934. Statement by Commission with respect to the purpose of the disclosure requirements of section 14 and the rules adopted thereunder. Opinion of Director of the Trading and Exchange Division relating to Rules X-15C1-6 (17 CFR 240.15c1-6) and X-10B-2 (17 CFR 240.10b-2). Opinion of Director of the Trading and Exchange Division relating to Rule X-15C1-1(a) (17 CFR, 240.15cl-1a).

Partial text of letter of February 2. 1938, from the Secretary of the New
York Stock Exchange to its members, relating to Rules X-3B-3 (17
CFR 240.3b-3), X-10A-1 (17 CFR 240.10a-1), and X-10A-2 (17 CFR
240.10a-2), together with a letter from Director of Trading and Exchange
Division, concurring in the opinions expressed by the Exchange.
Opinion of General Counsel relating to section 16(a).

Letter of General Counsel concerning the services of former employees of
the Commission in connection with matters with which such employees
become familiar during their course of employment with the Commis-
sion.
Statement of Commission and separate statement by Commissioner
Healy on the problem of regulating the "pegging, fixing and stabilizing"
of security prices under sections 9(a) (2), 9(a) (6) and 15(c) (1) of the
Securities Exchange Act.

Statement of Commission respecting distinctions between the reporting
requirements of section 16 (a) of the Securities Exchange Act of 1934 and
section 30(f) of the Investment Company Act of 1940.
Statement of Commission issued in connection with the adoption of Rules
X-8C-1 (17 CFR, 240.8c-1) and X-15-C2-1 (17 CFR, 240.15c 2-1) under
the Securities Exchange Act of 1934 relating to the hypothecation of cus-
tomers' securities by members of national securities exchanges and other
brokers and dealers.

Opinion of General Counsel relating to paragraph (b) (2) (ii) of Rules
X-8C-1 (17 CFR, 240.8c-1) and X-15C2-1 (17 CFR, 240.15C 2-1) under
the Securities Exchange Act.

PART 241-INTERPRETATIVE RELEASES RELATING TO THE SECURITIES EXCHANGE ACT OF 1934 AND GENERAL RULES AND REGULATIONS THEREUNDER-Continued

3040

3380

3385

3505

Partial text of letter sent by Director of the Trading and Exchange Divi-
sion to certain securities dealers who had failed to keep records of the
times of their securities transactions, as required by Rules X-17A-3
(17 CFR, 240.17a-3) and X-17A-4 (17 CFR, 240.17a-4) under the Securi-
ties Exchange Act.

Opinion of General Counsel relating to the anti-manipulation provisions 3056
of sections 9(a) (2), 10(b) and 15(c) (1) of the Securities Exchange Act of
1934, as well as section 17 (a) of the Securities Act of 1933.

Opinion of Chief Counsel to the Corporation Finance Division relating 3069
to when-issued trading of securities the issuance of which has already
been approved by a Federal district court under Chapter X of the
Bankruptcy Act.

Statement of Commission policy with respect to the acceleration of the 3085
effective date of a registration statement.

Letter of Director of the Corporation Finance Division relating to sections 14 and 18.

Excerpts from letters of Director of the Corporation Finance Division
relating to section 14 and Schedule 14A under Regulation X-14 (17
CFR, 240.14a-9).

Opinion of Director of the Trading and Exchange Division relating to the
anti-manipulation provisions of sections 9(a) (2), 10(b), and 15(c) (1)
of the Securities Exchange Act of 1934, and 17 (a) of the Securities Act
of 1933.
Opinion of Director of the Trading and Exchange Division relating to the 3506
anti-manipulation provisions of sections 9(a)(2), 10(b), and 15(c) (1)
of the Securities Exchange Act of 1934, and 17(a) of the Securities Act
of 1933.

Statement of the Commission relating to the anti-fraud provisions of 3572
section 17(a) of the Securities Act of 1933, and sections 10(b) and 15(c)
(1) of the Securities Exchange Act of 1934.
Letter of Director of the Corporation Finance Division relating to section
20 and to Rule X-14A-7 (17 CFR, 240.14a-7) under the Securities Ex-
change Act of 1934.

Statement by Commission relating to section 3 (a) (1).
Statement of the Commission in connection with the adoption of certain
amendments to Form 3-M, one of the forms for registration of over-the-
counter brokers or dealers under section 15(b) of the Securities Ex-
change Act of 1934, and to Rule X-15B-2 (17 CFR, 240.15b-2), the rule
governing the filing of supplemental statements to such applications.
Statement by Commission relating to the adoption of Rule X-13A-6B
(17 CFR, 240.13a-6b).

Statement of the Commission in connection with notice of opportunity
to submit proposals for regulations or legislation regarding the stabiliza-
tion of market prices by persons offering securities to the public.
Statement of the Commission accompanying November 5, 1948, revision
of § 240.14 of this chapter (Regulation X-14).

3638

3639

3674

3803

4163

Statement of the Commission as to the applicability of the Federal
securities lawst or eal estate investment trusts.
Statement of the Commission concerning standards of conduct for reg-
istered broker-dealers in the distribution of unregistered securities.
Opinion of Philip A. Loomis, Jr., Director of Division of Trading and
Exchanges of the Commission, on the application of section 11(d) (1),
Securities Exchange Act of 1934, to broker-dealers engaged in "equity
funding", "secured funding", and "life funding”.
Statement of the Commission cautioning broker-dealers about violating
the anti-fraud provisions of the Federal securities laws when making
short sales in which they delay effecting the covering transaction to
acquire the security.

Statement of Commission showing circumstances in 7 cases where profits
in real estate transactions were not earned at time transactions were
recorded but that the sales were designed to create the illusion of profits
or value as a basis for the sale of securities.
Opinion and statement of the Commission in response to inquiries re-
lating to its accounting and disclosure requirements in the matter of
accounting for investment credit.

PART 241-INTERPRETATIVE RELEASES RELATING TO THE SECURITIES EXCHANGE ACT OF 1934 AND GENERAL RULES AND REGULATIONS THEREUNDER-Continued

Opinion and statement of the Commission in regard to proper reporting 7763
of deferred income taxes arising from installment sales.
Statement of the Commission to clarify the meaning of "beneficial owner-
ship of securities" as relates to beneficial ownership of securities held by
family members.

7793

Program by the Commission which it requests that issuing companies 7805
follow in order to expedite the processing of proxy material.
Statement of the Commission setting the date of May 1, 1966 after which
filings must reflect beneficial ownership of securities held by family
members.

Policy statement by the Director of the Division of Trading and Markets
re consummation of securities transactions by brokers-dealers when
trading is suspended.

Interpretation released as an assistance to brokers and dealers by the
Commission's Division of Trading and Markets and Office of Chief
Accountant which explains the operation of its "net capital" Rule
15c3-1 with an example and worksheet of the computation of "net cap-
ital" by a hypothetical broker-dealer.
Opinions of the Commission on the acceleration of the effective date of a
registration statement under the Securities Act of 1933 and on the
clearance of proxy material such as convertible preferred shares con-
sidered residual securities in determing earnings per share applicable
to common stock.

Statement of the Commission to alert prospective borrowers obtaining
loans for real estate development about recent fraudulent schemes.
Statement of the Commission warning broker-dealers to be prompt in
the consummation of securities transactions and about the penalty for
not so doing.

7824

7920 July 19, 1966 31 F.R. 10076.

8024

Jan. 18, 1967 32 F.R. 856.

8336 June 18, 1968

33 F.R. 10086.

8351

July 5, 1968

8363

33 F.R. 10134. July 29, 1968 33 F.R. 11150.

8389

Statement of the Commission re broker-dealer registration of insurance
companies acting as agents for distribution of "variable annuities"
and application of regulations for such under the Securities Exchange
Act of 1934.
Statement of the Commission reminding broker-dealer managements 8404
to establish and maintain an effective supervisory system and failure
to do so will result in disciplinary action against the firm and responsible
individuals.

Statement of the Commission clarifying that industrial revenue bonds
sold according to Rule 131 (17 CFR 230.131) and Rule 3b-5 (17 CFR
240.3b-5) are not affected if acquired and paid for by the underwriters
on or before December 31, 1968.
Statement of the Commission cautioning brokers and dealers with respect
to effecting transactions of "spin offs" and "shell corporations."
Commission's statement about publicity concerning the petroleum dis-
coveries on the North Slope of Alaska.

Commission's warning statement re sale and distribution of whisky ware-
house receipts.

8409 Sept. 16, 1968

33 F.R. 14545.

Statement of the Commission reminding reporting companies of obliga- 8995
tion re Commission's rules to file reports on a timely basis.
Commission's statement re exemption of certain industrial revenue bonds
from registration, etc. requirements in view of amendment of Securities
Act of 1933 and of Securities Exchange Act of 1934 by "section 401"
(PL 91-1037).

Oct. 15, 1970

35 F.R. 16733.

Commission's views relating to important questions re the accounting by 9049
registered investment companies for investment securities in their fi-
nancial statements and in the periodic computations of net asset value
for the purpose of pricing their shares.

Sec. 249.219

249.220

Form 19, for American certificates
against foreign issues and for
the underlying securities.
Form 20, for registration of securi-
ties of foreign private issuers
pursuant to section 12 (b) or
(g) of the Securities Exchange
Act of 1934.

Subpart D-Forms for Annual and Other Reports
of Issuers Required Under Sections 13 and
15(d) of the Securities Exchange Act of 1934
249.306 Form 6-K report of foreign issuer
pursuant to Rules 13a-16
(§ 240.13a-16 of this chapter)
and 15d-16 (§ 240.15d-16 of this
chapter) under the Securities
Exchange Act of 1934.
249.307a Form 7-Q, for quarterly reports of
certain real estate companies un-
der section 13 or 15 (d) of the
Securities Exchange Act of 1934.
Form 8-K, for current reports.
Form 10-Q, for quarterly reports
under section 13 or 15(d) of
the Securities Exchange Act of
1934.

249.308 249.308a

for notification changes in securities admitted to unlisted trading privileges. Form 28, for notification of the termination or suspension of unlisted trading privileges. Subpart B-Forms for Reports To Be Filed by Officers, Directors, and Security Holders

249.310

249.311

249.312

Form 10-K, annual report pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934. Form 11-K, for annual reports of employee stock purchase, savings and similar plans pursuant to section 15(d) of the Securities Exchange Act of 1934.

Form 12-K, annual report for issuers which file reports with certain other federal agencies. Form 14-K, annual report for certificates of deposit issued by a committee.

Form 16-K, annual report relating to voting trust certificates. Form 18-K, annual report for foreign governments and political subdivisions thereof. Form 19-K, annual report for issuers of American certificates against foreign issues and the underlying securities. Form 20-K, for annual reports of foreign private issuers filed pursuant to sections 13 and 15(d) of the Securities Exchange Act of 1934.

Form N-1R, annual report of registered management investment company under the Investment Company Act of 1940 and the Securities Exchange Act of 1934. Form N-1Q, quarterly report of management investment companies registered under the Investment Company Act of 1940. Form N-5R, for annual reports of small business investment companies.

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