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my opinion, the present exemption of issues under $100,000 is probably large enough. I do not favor any change in the Securities Act and believe that it has been well administered by the Commission.

Yours very truly,

SECURITIES AND EXCHANGE COMMISSION,

Washington, D. C.

CHICAGO TIMES, INC.,
ROBT. WALSHAW,

Secretary and Treasurer.

ALLIED MILLS, INC., Chicago, December 3, 1941.

GENTLEMEN: We have been asked for an expression of our experience with relation to the registration of this company's securities pursuant to the Securities Act of 1933 and the listing and registration of same on the New York Stock Exchange under the requirements of the Securities Exchange Act of 1934. The permanent registration on the New York Stock Exchange of 1,045,945 shares of common stock of this company was effective December 13, 1935.

In 1937 the company registered the issue of the 59,125 shares of common stock with an offer price of $1,182,500; these shares were offered to stockholders and employees. The registration statement was filed April 28, 1937, and was effective May 18, 1937.

us.

While the preparation of the necessary data to be filed with the Securities and Exchange Commission required considerable study and analysis, the work was completed without any unreasonable delay, and the members of the staff of the Securities and Exchange Commission were very cooperative in assisting The annual reports that have had to be filed currently since that time, while again requiring some study and work, have not been burdensome. The information furnished originally and in current annual reports to the Securities and Exchange Commission, we feel is pertinent and is necessary for the presentation of a full and proper picture to be obtained by a prospective investor or stockholder.

In meeting the requirements of registration this company has had no cause for changing its accounting practices or policies, and had no unusual expense in connection with the registration and listing of its securities. As a result of these experiences, we feel that our relations with the Securities and Exchange Commission have been entirely satisfactory.

Very truly yours,

ALLIED MILLS, INC.,

H. J. BUIST,

Executive Vice President and Treasurer.

CAMPBELL TRANSPORTATION Co.,
Pittsburgh, Pa., December 8, 1941.

Mr. S. W. BROOKHART, JR.,
Attorney, Registration Division, Securities and Exchange Commission,
Washington, D. C.

DEAR SIR: In line with our conversation some time ago, wish to advise that the Campbell Transportation Co. had no experience with public financing prior to filing two registration statements; the first was filed February 14, 1936, and became effective March 5, 1936, covering $600,000 principal amount serial trust certificates; the second was filed January 12, 1939, and became effective February 2, 1939, covering $550,000 serial trust certificates.

I am not in a position to draw any comparisons between the cost and fiscal problems prior to the Securities Act of 1933 and such matters after the effective date of the act, but I do not believe that the act is any barrier to financing by any legitimate company which needs to make a public offering of its securities. The work of preparing a registration statement and prospectus involves con siderable time and extensive paper work, and naturally I would favor any change which cut down the printing cost and detail work of registration but I am not inclined to object to the requirements of the act or the rules and regulations of the Commission in view of the helpful effect the Securities Act has had.

The writer is in complete accord with the purposes of the Securities Act and heartily approves its administration by the Securities and Exchange Commission. I personally believe that if the act had been passed several years prior to 1933 it

would have been effective in saving losses to investors generally. The two offerings of certificates, including the details of registration, were handled by a local Pittsburgh underwriter, S. K. Cunningham & Co., and the issuer experienced no difficulty in qualifying its securities under the Securities Act.

On the whole, we regard our registration experience as being very unsatisfactory. I have not become familiar with any of the proposed amendments to the Securities Act, but am not inclined to favor any basic change. Any change such as the amendment to section 8 (a) which permits the Commission to declare a registration statement effective prior to the twentieth day after filing would be constructive insofar as it lends flexibility to administration. Basically, however, the act must be strong to protect the investing public and the issuing companies. The officials of this company from Mr. Campbell down have always believed in square and open dealing and any concern that operates on such basis should have no trouble in meeting requirements for registration.

Very truly yours,

HARRY J. STEELE, Secretary-Treasurer and Director, Campbell Transportation Co.

JONES & LAUGHLIN STEEL CORPORATION,
AMERICAN IRON AND STEEL WORKS,
Pittsburgh, Pa., December 19, 1941.

SECURITIES AND EXCHANGE COMMISSION,

Washington, D. C.

GENTLEMEN: Jones & Laughlin Steel Corporation has registered securities under the Securities Act of 1933 under the following registration statements:

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The officers and directors of this company have personally and officially been strongly in favor of the Securities Act and believe that it has been well administered by the Securities and Exchange Commission. Our particular registration statements were handled with dispatch and we received extremely helpful and cooperative service from the Commission.

I believe the requirements of the Securities Act and the rules and regulations thereunder for the disclosure of facts with regard to a security basically are no more rigorous than should be imposed on corporations and directors generally. The management of this company has always held the view that its officers and directors are trustees of the security owners' funds and that the information about the company required to be disclosed by the Securities Act is no more than the security holders are entitled to have. I believe, however, that there is considerable duplication of work that can probably be eliminated in present registration procedure, particularly as regards duplication by the A-2 statement and the prospectus. This duplication is, I believe, unnecessary from the standpoint of the Commission and the investor. Furthermore, I believe that a definite effort should be made toward the providing of a simple summary statement of the company and the security which would be readable by and understandable to the average investor. The prospectus itself is, perhaps of necessity, a document that is beyond the power of most investors to absorb and beyond the desires of all but a few who are real analysts and desirous of getting at all the facts. I do not mean by this, however, that the comprehensiveness of the prospectus itself or of the prospectus and the registration statement combined, should be materially altered or that there should be any tendency to withhold the prospectus from all purchasers of the security.

The early history of our company shows that it was built up largely through plowing earnings back into the business and it required no public financing until 1909. On the basis of our experience prior to the enactment of the Securities Act and since, I do not believe that compliance with the act has involved undue burden or inordinate expense. The fees of accountants and lawyers and the cost of printing are large but probably not excessive, consider

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ing the amount of work done and I believe, as heretofore stated, that progress can be made toward elimination of certain duplication of work now required. Such expenses involved in registration have not acted for us as a deterrent to registration.

On occasion this corporation has sold securities privately at a time when it was advantageous to the company to do so, but we have no hesitancy in making a public offering, if the occasion demands. This company has never bargained among underwriters for the sale of its securities as we thought we knew approximately what price the issue would bring.

We found the amendment to section 8 (a) a constructive change. It permitted our last registration statement to become effective in 11 days and probably saved several points on the market price.

I am not very familiar with the proposed amendments to the Securities Act. However, I wish to say that although would heartily favor as much simplification as possible I do not favor any weakening of the Commission's authority in the registration of securities under the Securities Act.

Yours very truly,

JONES & LAUGHLIN STEEL CORPORATION,
W. J. CREIGHTON, Vice President.

REGISTRATION DIVISION,

Washington, D. C.

THE GENERAL INDUSTRIES CO.,
Elyria, Ohio, December 10, 1941.

GENTLEMEN: This company planned to offer securities for sale in the spring of 1940, but the invasion of the Low Countries spoiled the market at that time. On November 27, 1940, it registered 81,520 shares, with an aggregate offering price of approximately $530,000, in a registration statement which became effective December 14, 1940. The entire offering was sold except for about 10,000 shares. The company regarded this as a satisfactory deal, under the circumstances. In the opinion of the writer, the Securities Act has been a good thing and has not acted as a deterrent to this company and its financing.

At the time the registration statement was being prepared, a disgruntled stockholder attempted to "put the screws on" the company in connection with the preparation of the registration statement by threatening suit in connection with an exchange of old 8 percent preferred stock for a new 5 percent preferred stock which had previously taken place. This stockholder apparently believed that a suit of this kind would embarrass the company in the preparation of the registration statement. Actually no harm resulted, and it is questionable whether it could have affected the company's liabilities other than to cite the case as a contingent liability to a minority stockholder who had refused to go along with the exchange. The only purpose behind the action was an attempt to force a preferred settlement at a time when the complainant knew the company was trying to qualify under the Securities Act. The company made no settlement of the case. The rights involved which were sought to be enforced were in no way based on the Securities Act or the regulations thereunder.

This company met the requirements for registration without internal changes, but registration requirements probably caused the management to make a closer check generally as to the company's affairs. The writer believes that the attorneys and accountants employed spent more time than necessary in minor verification and that their fees were inordinate because of such detailed work. The whole registration process was new to us but was not unduly burdensome, and we will not hesitate to register again if there is occasion to do so.

Yours very truly,

C. F. RUSSERT, Secretary, the General Industries Co.

SECURITIES AND EXCHANGE COMMISSION,

NEW YORK, December 20, 1941. Washington, D. C.

DEAR SIR: As an officer of a number of companies, including San Jose Water Works, Pinellas Water Co., and Canadian Utilities, Ltd., I have been in charge of the preparation and filing of registration statements with the Securities and Exchange Commission under the provisions of the Securities

Act of 1933. I may say that my experience goes back to 1934, when the administration of the act was in charge of the Federal Trade Commission, so that I have had occasion to observe the development of practice under the act over a long period.

In connection with these matters, my several companies have never experienced any difficulty in the registering of securities and we have always found the staff of the Commission to be sympathetic, helpful, and cooperative. Since the act was originally passed the registration forms have been greatly clarified and it is my definite opinion that anyone with a reasonable degree of intelligence and an understanding of plain English can prepare a registration statement, meeting the requirements of the act and the Commission, provided he has a sound working knowledge of the affairs of the registrant.

I understand that it has been alleged that compliance with the act and rules of the Commission is highly complex. I think that allegation is greatly overdrawn. The issuance and distribution of securities are in themselves rather complicated transactions, involving a high degree of responsibility on registrants and their officers. It may well be that in some instances the complexity is inherent in the nature of the transaction and the status of the registrant or results from diversity of approach among members of a group encharged with the preparation of statements rather than in simple compliance with the requirements of the act and the rules.

It is my opinion that the Securities Act of 1933, as presently constituted, is a basically sound, workable, and desirable statute, the compliance with which should give no concern to any legitimate business, and it is my experience that your Commission has administered assignments under the act, which from their very nature are complex, with a high degree of efficiency and cooperation.

Very truly yours,

SECURITIES AND EXCHANGE COMMISSION,

A. D. MCNAB.

BRIDGEPORT HYDRAULIC Co., Bridgeport, Conn., December 5, 1941.

Washington, D. C.

(Attention of Mr. Baldwin B. Bane, Director, Registration Division.) GENTLEMEN: Bridgeport Hydraulic Co., has, as you know, filed two registration statements with the Commission under the Securities Act, both of which registered shares of the Company's common capital stock offered to our own stockholders through our own facilities and without the assistance of an underwriter.

Since the Securities Act came into effect, the company has sold six issues of bonds, all of which have been privately placed with large investors and none of which were registered under the Securities Act of 1933.

In respect to the above-mentioned issues of our company's bonds, the management elected to use the private placement primarily for the purpose of economy resulting from greater simplicity as against the sale of the bonds to the public through a syndicate and where registration would have been required. Furthermore, during the unsettled times that we have been through, the management felt that a private placement avoided the considerable amount of the worry resulting from uncertainty in respect to monetary and market conditions. In each case we were able to receive a firm commitment through a sales contract. With the idea that you might be interested in comparative costs, we are enclosing a memorandum showing the information in regard to costs of the bond issues mentioned above and sold at private sale, and the two stock issues which were offered to our stockholders and registered with the Exchange Commission. You will note that these memorandums show the expenses exclusive of agency fees, etc. In the case of the bonds, the only fee paid based on sale was the fee paid the agency. In the case of the stocks there was no fee paid based on sales or underwriting.

In connection with the private sale of our company's bonds through the result of our bond indenture and the thoroughness of the attorneys for the bondholders as well as our own attorneys, we have furnished the purchaser with very complete information in regard to our company.

I should like to take this opportunity to state that I am thoroughly in sympathy with the purposes for which the Securities and Exchange Commission was created and our own experience with the Commission has been entirely satisfactory. There is no question but what the Commission's action in the

standardization and improvement of accounting procedure, as well as the forcing into the hands of the investing public of detailed information in regard to the companies whose securities are offered is of great public benefit and should act as a great protection to the investing public.

From the investing public's standpoint, they now have available information that should be adequate to permit them to use sound judgment in investments. From the management's standpoint, their position is infinitely stronger than it was before it was the practice or the law to present the detailed information that is now required.

Very truly yours,

DEVER C. WARNER,
Vice President and Treasurer.

SECURITIES AND EXCHANGE COMMISSION,

BOSTON EDISON CO.,
Boston, Mass.

Washington, D. C.

(Attention of Baldwin B. Bane, Esq., director.)

DEAR SIRS: Since 1934 Boston Edison Co. (formerly named the Edison Electric Illuminating Co. of Boston) has filed five registration statements for public offering of securities under the Securities Act of 1933: two were short-term issues of coupon notes, one was an issue of capital stock, and the remaining two were issues of 30-year bonds. I have understood that this company was among the first of substantial issuers to register securities under the act. The first of these registration statements covering an issue of $35,000,000 3-year coupon notes was filed with the Federal Trade Commission in June 1934 when the Securities Act had been in effect less than a year, during which period much had been stated in the press and elsewhere to the effect that the liability provisions of the act were so severe that officers and directors of issuers and underwriters could not afford to lay themselves open to the personal liability which they might incur, however careful and meticulous they might be in the preparation of a registration statement and prospectus. The Edison Co.'s management, therefore, was quite naturally somewhat fearful of the consequences of registering; but as a maturing issue had to be refunded the company had no real choice in the matter. I am glad indeed to state that neither during the first registration process nor during the three subsequent registrations which followed within a period of a little over a year, nor during its last registration of a year ago, in which I met an entirely new personnel, did the management of the company have occasion to criticize the manner in which the staff of the Commission performed their duties under the act and conducted the examination of the several registration statements. On the contrary, suggestions made by the staff with respect to the form and contents of the documents have been practically without exception reasonable and constructive, and many of the suggestions have, I believe, been of distinct benefit to the company and its officers. I should add without qualification that the cooperation I have always received in my dealings with the Commission has been such that I have felt the men with whom I dealt were as anxious as I that the offering should be a success without any serious consequences to the company or its officers or the underwriters. This company certainly would not be deterred from any financing program because of any considerations involving the necessity of registration under the Securities Act of 1933.

I sincerely hope that if I can be of assistance to the Commission in its work you will not hesitate to call upon me. Yours very truly,

SECURITIES AND EXCHANGE COMMISSION,

FREDERICK MANLEY IVES.

NEW YORK, N. Y., December 2, 1941. Washington, D. C.

GENTLEMEN: As you are aware, this company filed a registration statement with the Securities and Exchange Commission under the Securities Act of 1933 on July 31, 1940, which registration statement became effective toward the end of August. In December we made application for withdrawal of the registration statement because the proposed public offering of the company's common stock had become a complete failure. We attribute this situation to a combination of

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