Form N-1R also requires information on each director, officer, or committee member of the registrant who owns, either directly or indirectly, 5 percent or more of the voting securities of the registrant, its partner or underwriter. Form N-30A-2, used by investment trusts, and Form N-30A-3, used by unincorporated management investment companies, require the name of each director, officer, or partner who owns, controls, or holds with the power to vote, 5 percent or more of the voting securities of the registrants. Form U5S filed by registered holding companies, requires the name and business address of each director and officer of all the companies within the registrant's system. In addition, the form requires the registrant to identify any director of any system company who holds a position with any financial institution, together with the name of the institution and a brief description of the position. The form also requires the identity of those officers and directors whose aggregate indebtedness to all companies within the system exceeds $10,000. Form N-5R filed by small business investment companies, requires information as to the name and address of each director and officer of the registrant. Form 3 requires all officers and directors to report all securities owned beneficially including the title and the amount of the securities owned and the nature of the beneficial ownership. In addition, officers and directors. are required to report the details of any options, puts, calls, and other rights on obligations that they hold, including the nature of the option, amount of securities subject to option, option price, and option expiration date. Form 10 requires the registrant to list the names and positions of each of its directors, their term of office, and the period served. Also required is a list of the names, ages, and position of all executive officers. The business experience of each officer and director during the past 5 years must be given and any family relationships between officers and directors must be disclosed. The registrant must list the name of each officer and director, or any associate of these individuals whose indebtedness to the registrant exceeds $10,000, or whose option to purchase securities of the registrant, or its subsidiaries, exceeds $10,000. Form BD prescribes that if the registrant is a corporation it must list the names of each director, officer, and any person with similar status or function, their title, and the date their service began. The registrant must also identify the securities of the registrant owned by officers and directors and the percentage owned. 4. Information on Long-term and Short-term Debt Form 2-MD, used by investment trusts, requires identification of the amounts payable to the trustee, depositor, and sponsor. Form N-1R, used by open end management investment companies, requires the registrant to provide debt information indicating the source and the amount of indebtedness. Form N-30A-3, used by unincorporated management investment companies, requires the registrant to furnish the amount of all borrowings and the reasons for the borrowings. The registrant must also state any changes in the authority or policies of the registrant with respect to borrowing money. The registrant must submit financial statements with Form N-30A-3. Forms 10-K, 20-K, N-IR, and N-30A-2 require financial statements of the registrant to accompany the annual report forms. Form 10 requires the registrant to state the names of each promoter and the nature and amount of money, property, contracts, options, rights, or anything of value to be received by them. Form X-17A-12(1) is used by broker-dealers to notify SEC that the broker-dealer was a market maker of an over-the-counter security or had ceased to be a market maker. Form X-17A-12(1) requires a broker-dealer ceasing to be a market maker to report any outstanding bank loans it had obtained by using the over-the-counter security it dealt in as collateral. 5. Enforcement and Effectiveness of Laws, Rules and Regulations See Comptroller General's letter, p. 197. 6. Availability and Cost of Information to the Public All forms and reports described above are available to the public in the SEC's Public Reference Section. Any individual desiring information may personally make copies of such information, at the SEC, at a cost of 10 cents per page. Individuals may also receive copies of any desired information through an SEC contractor. 7. Proposals of New Legislation or Authority See preceding reference, under this heading, in first part of this report, which deals with the Securities Act of 1933, p. 223. Public Utility Holding Company Act of 1935 The Public Utility Holding Company Act of 1935 (15) U.S.C. 79) declared it illegal for any public utility holding company or its subsidiaries to engage in interstate commerce without being registered with SEC. The act authorized the SEC to prescribe the forms and information to be filed with registration statements and to require annual, quarterly, or other periodic or special reports the SEC deems necessary for the protection of investors. Pursuant to this authority, the SEC regulations (17 CFR 259) prescribe the following forms to be used by holding companies: Form U5A, notification of registration (17 CFR 259.5a). Form U5B, holding company registration statement Form U5S, holding company annual reports (17 Form U-13-1, application for approval of mutual Form U-13E-1, report by affiliate companies and independent service companies (17 CFR 259.213). Form 3, initial statement of beneficial ownership of securities (17 CFR 259.217a). Form 4, statement of changes in beneficial ownership of securities (17 CFR 259.217b). 1 Form U-13-60, annual report of mutual and subsidiary service companies (17 CFR 259.313). 1 This form is applicable to both the Securities Exchange Act of 1934 and the Public Utility Holding Company Act of 1935, but is discussed with the former act. Form U-6B-2, notification of exempt security issues (17 CFR 259.206). Form U-3A3-1, annual report of banks that are exempt holding companies (17 CFR 259.403). These forms are the source of most information received pursuant to the Public Utility Holding Company Act of 1935 concerning proprietary ownership; subsidiary, parent and other control; officers and directors; and long-term and short-term debts. The information received on the aforementioned applications and reports is discussed below in the same sequence as the information requested in Senator Metcalf's letter of February 9, 1973, except for the evaluation of the enforcement and effectiveness of the rules and regulations which will be covered in the Comptroller General's formal response to Senator Metcalf." 1. Information on Proprietary (Voting) Ownership Form U5B, requires a list of the 20 largest stockholders, including the beneficial owners, of the securities of the holding company, showing for each issue, the owner's name and address, the number of shares owned, and the percent of the issue owned. Form U-13-1, requires a list of all beneficial owners of 10 percent or more of the outstanding capital stock of the applicant. Form U-13E-1 requires the registrant, if a corporation, to list the top 20 stockholders of record of the registrants' voting securities and indicate the amount owned by each. If a partnership, the registrant must list the names of all partners and the extent of their share in the partnership. 2. Information on Subsidiaries, Parent or any Other Company Having Control Over the Subject Organization Forms U5A and U5B require the holding company to list all of the subsidiaries in the holding company's system, showing for each its name, organization type (corporation, trust, etc.), state of organization, type of business engaged in, and the remoteness of the relationship to the holding company. Form U5B also requires a listing of all of the capital stock of the holding company and its subsidiaries showing the name of the issuer; title of issue; amount authorized; amount reserved for options, warrants, etc.; amount issued; voluntary and involuntary liquidating value; amount reacquired by issuer; amount pledged by the holding company and each subsidiary; and the aggregate amount owned by the holding company and its subsidiaries other than the issuer. Form U5B requires the registrant to list all the securities of companies within the registrants' system, as well as those of other companies, which are held by the registrant. Form U-13-1 requires the registrant to detail the control of the subsidiaries, and the amount of any securities its affiliates hold. Form U-13-60 requires the company to show the amount of indebtedness to any of its affiliates, the interest rate and amount accrued during the year, and the additions to and reductions in the indebtedness during the year. Form U-3A3-1 requires the bank to detail its holdings. in voting securities of public utility companies or holding companies including the company name and description of securities, amount outstanding, amount owned, controlled or held by the bank, and the nature of holding. * See p. 197. The bank must also provide the name(s) of any member of the banks' board of directors who acts in a like capacity for any public utility or holding company in which the bank held voting securities. 3. Information on Officers and Directors Form U5B requires the registrant to list the name, address, and title and compensation of all officers and directors of the registrant and its subsidiaries. Also, it requires the registrant to furnish the names of all officials that are officers or directors of any bank or other financial institutions. Form U-13-1 requires a listing of all officers and directors and a statement as to any positions they hold in any affiliated company or other company with which it does business. Form U-13E-1 requires a list of all officers and directors of the registrant and their annual rate of compensation. 4. Information on Long-Term and Short-Term Debt Form U5B requires a detailed listing of all funded debts of the registrant and of any affiliated companies showing the obligor, title of issue, amount authorized, amount outstanding, amount reacquired and available for resale, amount in sinking fund of obligor, amount pledged by registrant and subsidiaries, aggregate owned by registrant and subsidiaries, and name of trustee. Form U-13-1 requires the registrant to list all debt holders that have beneficial ownership of 10 percent or more of the outstanding debt. Form U-13-60 requires the registrant to list all notes payable, the name of the creditor, the nature of the transaction creating the debt, date of issue, date of maturity, nominal and effective interest rates, and balance outstanding at the end of the year. Also required is a list of the long-term debt showing the name and date of the obligation, date of maturity, amount authorized, amount held by the company, amount outstanding, interest rate and due date, interest accrued and paid during the year, and face amount of debt retired during the year. Form U-3A3-1 requires the bank to list all loans outstanding to any public utility company or holding company that were in default, and a listing of all loans to any director or officer of any such company in excess of $25,000 showing the name of the company, name and position of borrower, and amount of loans. Form U-6B-2 serves as notification to SEC that a holding company or its subsidiaries had issued, renewed or guaranteed securities exempt from the applicable provision of the Public Utility Holding Company Act of 1935 and SEC regulations. The information to be included in the notification includes the type of security, principal amount, interest rate, dates of issue and maturity, name of security holder, collateral given, consideration received and application of proceeds. 5. Enforcement and Effectiveness of Laws, Rules, and Regulations See Comptroller General's letter, p. 197. 6. Availability and Cost of Information to the Public All forms and reports described above are available individual desiring information may personally make to the public in the SEC's Public Reference Section. Any copies of the information at the SEC, at a cost of 10 cents 29-553 - 74 - 16 per page. Individuals may also receive copies of any desired information through an SEC contractor. 7. Proposals of New Legislation or Authority See discussion, under this heading in first part of this report, dealing with Securities Act of 1933, p. 223. Trust Indenture Act of 1939 The Trust Indenture Act of 1939 (15 U.S.C. 77aaa) requires debt securities offered for public sale to be registered with the SEC. The act authorized the SEC to make, amend, or rescind any rules or regulations and to require any documents or other information it deemed necessary for the protection of investors. Pursuant to this authority, SEC regulations (17 CFR 269) prescribe the following forms to be used as registration statements for trust indentures: Form T-1, statement of eligibility and qualifications Forms T-1, T-2, and T-3 are the source of most information received pursuant to the Trust Indenture Act of 1939 concerning proprietary ownership; subsidiary, parent, and other control information; officers and directors; and long-term and short-term debts. The information received on the aforementioned registration statements is discussed below in the same sequence as the information requested in Senator Metcalf's letter of February 9, 1973, except for the evaluation of the enforcement and effectiveness of the rules and regulations which will be covered in the Comptroller General's formal response to Senator Metcalf.1 1. Information on Proprietary (Voting) Ownership Form T-3 requires the applicant to list the name, address, class of voting stock owned, and amount owned and percentage of each class of voting stock owned for each person owning 10 percent or more of the voting securities of the registrant. No other information on proprietary ownership is contained in registration statements required under the Trust Indenture Act of 1939. 2. Information on Subsidiaries, Parents, or any Other Company Having Control Over Subject Orga nization Forms T-1 and T-2 require the registrant to report any affiliation between it and (1) the obligor (debt issuer) and (2) any underwriter of the obligor's debt securities. Further these forms require the reporting of the extent of securities held by the trustee, obligor, and underwriters in each other. The registrant must also report its security holdings in any person or company that owns 10 percent or more of the obligor's equity securities and/or 50 percent or more of the obligor's voting securities. Forms T-1 and T-2 require information as to whether the trustee is also a trustee under any other indentures involving securities of the obligor, and if so, a statement must be submitted showing the basis for the claim that no conflicting interest is created. 1 See p. 197. Form T-3 requires that the applicant list the underwriters of all outstanding securities and the proposed underwriters of the new securities. 3. Information on Officers and Directors Forms T-1 and T-2 require a statement as to any interlocking directorates and their nature if the trustee or any of its officers or directors is an officer or director of the obligor or any of its underwriters. Form T-3 requires the registrant to list the names and positions of its officers and directors. 4. Information on Long-Term and Short-Term Debt 5. The information is discussed in the foregoing sections. Enforcement and Effectiveness of Laws, Rules, and Regulations See Comptroller General's letter, p. 197. 6. Availability and Cost of Information to the Public All registrations received under the Trust Indenture Act of 1939 are available to the public in the SEC's Public Reference Section. Any individual desiring information may make copies of such information at the SEC, at a cost of 10 cents per page. Individuals may also receive copies of the information through an SEC contractor. 7. Proposals of New Legislation or Authority See preceding discussion, under this heading, in first part of this report, dealing with Securities Act of 1933, P. 223. Investment Company Act of 1940 The Investment Company Act of 1940 (15 U.S.C. 80a-1) requires the registration of investment companies with the SEC and subjects their activities to regulation by the SEC. The act declared it unlawful for any unregistered investment company to sell its securities or conduct any other business transaction in interstate commerce. The act granted the SEC the authority to prescribe the form and content of registration statements and to require the submission of annual, quarterly, or periodical reports or any other information or documents the SEC deems necessary for the protection of the investor. Pursuant to this authority, the SEC regulations (17 CFR 274) prescribe the following forms to be used by investment companies: Form N-5, registration statement of small business investment companies1 (17 CFR 274.5). Form N-8A, notification of registration (17 CFR 274.10). Form N-8B-1, registration statement of management investment companies (17 CFR 274.11). Form N-8B-2, registration statement of unit investment trusts currently issuing securities (17 CFR 274.12). Form N-1R, annual report of registered management investment companies (17 CFR 274.101). This form is applicable to both the Securities Act of 1933 and the Investment Company Act of 1940, but is discussed with the former act. These forms are applicable to both the Securities Exchange Act of 1934 and the Investment Company Act of 1940, but are discussed with the former act. Form N-30A-2, annual report of unit investment trusts currently issuing securities2 (17 CFR 274.102). Form N-30A-3, annual report of unincorporated management investment companies currently issuing periodic payment plan certificates (17 CFR 274.103). Form N-5R, annual report of small business investment companies (17 CFR 274.105). Form N-17D-1, report filed by small business investment company and an affiliated bank (17 CFR 274.200). Form 3, initial statement of beneficial ownership of securities (17 CFR 274.202). 2 Form 4, statement of changes in beneficial ownership of securities (17 CFR 274.203). These forms are the source of most information received pursuant to the Investment Company Act of 1940 concerning proprietary ownership; subsidiary, parent and other control; officers and directors; and long-term and short-term debts. The information received on the aforementioned applications and reports is discussed below in the same sequence as the information requested in Senator Metcalf's letter of February 9, 1973, except for the evaluation of the enforcement and effectiveness of the rules and regulations which will be covered in the Comptroller General's formal response to Senator Metcalf.' 1. Information on Proprietary (Voting) Ownership Form N-8B-1 requires the registrant to provide a listing of any person who owns 5 percent or more of the voting securities or more than 10 percent of any other class of equity security of the registrant. The information to be submitted includes the owners' name and address; class of security owned; whether owned of record, beneficially or both; amount owned, and percentage of each class owned. Form N-8B-2 requires the registrant to furnish for each person owning 5 percent or more of the outstanding voting securities of the depositor of the trust (1) the details of their ownership of all securities of the depositor and (2) the details of their ownership of all securities of the trust. 2. Information on Subsidiaries, Parent, or Any Other Company Having Control Over Subject Organization On Form N-8A the registrant must furnish a schedule of (1) every company in which it owns directly 25 percent or more of the voting securities, and (2) companies owned 25 percent or more by companies in which the registrant has a 25 percent interest. The schedule must show the name of the company, date of organization, and state in which organized, form of organization, principal business, and the percentage of voting securities owned. Form N-8B-1 requires the registrant to furnish information on investment policies, including the types of securities in which it may invest, the percentage of assets that can be invested in one security, the percentage of voting securities of any one issuer it may acquire, investment for the purpose of exercising control, and portfolio turnover. The registrant must also show for any company in which the registrant owns 5 percent or more of the outstanding voting securities or has invested more than 5 percent of its total assets, the name and address of the company, its principal business, and the percentage of the See p.197. assets or voting securities invested in the company at time of registration and at year end. The registrant must furnish a list or diagram of all persons directly or indirectly controlling, controlled by or under common control with the registrant and the percentage of voting securities owned or other basis of control by the person immediately controlling it. Form N-8B-2 requires the registrant to furnish a listing of the trust's securities held by its underwriters, directors and officers. Form N-17D-1 requires small business investment companies to report the details of investments in small businesses if investments in the small business have also been made by an affiliated bank. 3. Information on Officers and Directors Form N-8A requires the registrant to furnish a listing of its officers, directors, and members of its advisory board and to state their affiliation with the registrant. Form N-8B-1 requires the registrant to identify each director, each member of the advisory board and the three highest paid officers whose remuneration exceeded $30,000. Also, the registrant must furnish information as to any interlocking directorates with regard to the registrant and its underwriters. 4. Information on Long-Term and Short-Term Debt Only Form N-8B-2 requires information as to long-term debt. However, the information required to be submitted does not require the details of the debts or the debt holders. 5. Enforcement and Effectiveness of Laws, Rules and Regulations See Comptroller General's letter, p. 197. 6. Availability and Cost of Information to the Public the public in the SEC's Public Reference Section. Any All forms and reports described above are available to information, at the SEC, at a cost of 10 cents per page. individual desiring information may make copies of such Individuals may also receive copies of any information through an SEC contractor. 7. Proposals of New Legislation or Authority See preceding discussion, under this heading, in first part of this report, dealing with Securities Act of 1933, p. 223. Investment Advisers Act of 1940 The Investment Advisers Act of 1940 (15 U.S.C. individuals who engage in the business of advising others 80b-1), provides for the registration with the SEC of SEC to issue rules prohibiting certain acts and procedures in their security transactions. The act authorizes the registration information will be submitted to the SEC. as fraudulent or deceitful and to prescribe the form in which The act also authorizes the SEC to require any additional reports it deems necessary to protect investors. 279.1) require investment advisers to file a registration Pursuant to this authority, SEC regulations (17 CFR with the SEC and prescribe the use of Form ADV for this purpose. Form ADV is the source of most information ownership; subsidiary, parent, and other control informareceived pursuant to the act concerning proprietary tion; and officers and directors. The information received on this registration is discussed below in the same sequence as the information requested in Senator Metcalf's letter of February 9, 1973, except for the evaluation of the enforcement and effectiveness of the rules and regulations which will be covered in the Comptroller General's formal response to Senator Metcalf.1 1. Information on Proprietary (Voting) Ownership Form ADV requires the registrant to furnish the SEC a listing of any direct or indirect beneficial owners of 1 percent or more of any class of equity security, including the name of the owner, class of stock owned, and percentage owned. If the registrant is a partnership or other form of business, detailed information is required on the ownership of the organization. 2. Information on Subsidiary, Parent, or Other Company Having Control Over Subject Organization Form ADV requires the registrant to furnish the SEC with detailed information concerning any person who exercises or has the power to exercise a controlling influence over the policies or management of the investment adviser. Form ADV also requires information as to any controlling influence, whether direct or indirect, the applicant or registrant exercises over any other person or organization involved in the securities or investment advisory business. 3. Information on Officers and Directors Form ADV requires the investment adviser to furnish a listing of all directors and officers, their titles, the date their service began, the class of securities owned and the percentage owned. 4. Information on Long-term and Short-term Debt Form ADV does not require information on long-term or short-term debt of investment advisers. 5. Enforcement and Effectiveness of Laws, Rules, and Regulations See Comptroller General's letter, p. 197. 6. Availability and Cost of Information to the Public All of the information described above is available to the public in the SEC's Public Reference Section. Any individual desiring information may personally make copies of the records at the SEC, at a cost of 10 cents per page. Individuals may also receive copies of any information through an SEC contractor. 7. Proposals of New Legislation or Authority See preceding discussion, under this heading, in first part of this report, dealing with Securities Act of 1933, p. 223. STATUTES AUTHORIZING REGULATORY COMMISSIONS TO COLLECT CERTAIN DATA AND SANCTIONS APPLICABLE TO COMPANIES WHICH FAIL TO PROVIDE DATA Civil Aeronautics Board Title 49 U.S C., Section 1377 provides: "(a) The Board is empowered to require annual, monthly, periodical and special reports from any air carrier; to prescribe the manner and form in which such reports shall be made; and to require from any air carrier specific answers to all questions upon which the Board may deem information to be necessary. (b) Each air carrier shall submit annually, and at such other times as the Board shall require, a list showing the names of each of the stockholders or members holding more than 5 per centum of the entire capital stock or capital, as the case may be, of such air carrier, together with the name of any person for whose account, if other than the holder, such stock is held; and a report setting forth a description of the shares of stock, or other interest, held by such air carrier, or for its account, in persons other than itself. Any person owning, beneficially or as trustee, more than 5 per centum of any class of the capital stock or capital, as the case may be, of an air carrier shall submit annually, and at such other times, as the Board may require, a description of the shares of stock or other interest owned by such persons, and the amount thereof." (Sec. 1471 provides civil penalties of up to $1,000 for each violation for each day it continues.) (Sec. 1472 makes such violations a misdemeanor and provides for a fine of up to $500 per violation per day for first offenses and up to $2,000 for subsequent offenses.) 1 See p. 197. Federal Communications Commission Title 47 U.S.C., Section 219 provides: "(a) The Commission is authorized to require annual reports from all carriers subject to this chapter, and from persons directly or indirectly controlling or controlled by, or under direct or indirect common control with any such carrier, to prescribe the manner in which such reports shall be made, and to require from such persons specific answers to all questions upon which the Commission may need information. Except as otherwise required by the Commission, such annual reports shall show in detail the amount of capital stock issued, the amount and privileges of each class of stock, the amounts paid therefor, and the manner of payment for the same; the dividends paid and the surplus fund, if any; the number of stockholders (and the names of the thirty largest of each class of stock and the amount held by each) "(b) [I]f any person subject to the provisions of this section shall fail to make and file said reports within the time above specified, or within the time extended by the Commission, for making and filing same, or shall fail to make specific answer to any question authorized by the provisions of this section within thirty days from the time it is lawfully required so to do, such person shall forfeit to the United States the sum of $100 for each and every day it shall continue to be in default with respect thereto. |