INTERPRETATIVE RELEASES RELATING TO THE SECURITIES ACT OF 1933 AND GENERAL RULES AND REGULATIONS THEREUNDER-Continued

Subject

Request by the Commission to issuers to use language that can be under-
stood readily by employees in prospectuses for securities registered under
the Securities Act of 1933 on Form S-8 (17 CFR 239.16b).
Statement of the Commission prepared in conjunction with Maryland, Virginia,
and District of Columbia authorities re applicability of Federal Securities
Laws as to registration requirements and antifraud provisions in real estate
syndications.

Opinions of the Commission on the acceleration of the effective date of a
registration statement under the Securities Act of 1933 and on the clear-
ance of proxy material such as convertible preferred shares considered
residual securities in determining 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 clarifying that industrial revenue bonds sold
under Rule 131 (17 CFR 230.131) and Rule 3b-5 (17 CFR 240.3b-5) are
not effected if acquired and paid for by the underwriters on or before
December 31, 1968.

Statement of the Commission setting forth certain procedures for the staff of
its Division of Corporation Finance to adopt in order to expedite the filing of
registration statements.
Statement of the Director of the Commission's Division of Corporate Regula-
tion re the filing of supplements to investment company prospectuses under
the Securities Act of 1933 as a result of changes in stock exchange rules
effective December 5, 1968 relating to "customer-directed give ups".
Guides for preparation and filing of registration statements under the Securities
Act of 1933.

Letter of Chief Counsel of Division of Corporate Regulation setting forth the
Commission's interpretation as to references to certain financial services in
"Tombstone" advertisements.

Statement of the Commission setting forth emergency procedures adopted by
the Division of Corporate Regulation to expedite processing of registration
statements, amendments, and proxy statements.
Proposed guide for prospective registrants re the use of misleading names.
Declaration of the Commission that prior delivery of preliminary prospectus to
underwriters and dealers will accelerate the effective date of a registration
statement.

Policy of Commission's Division of Corporation Finance to send only one letter
of comments re registration statement to the issuer or its counsel and one
to the principal underwriter or its counsel if there are underwriters.
Statement of the Commission cautioning brokers and dealers with respect to
effecting transactions of "spin offs" and "shell corporations".
Commission's proposed guide for prospectuses relating to public offering of
interests in oil and gas drilling programs to assist issuers in preparing
registration statements and to help investors in understanding and analysis.
Proposed guide for prospective registrants re the use of misleading names
adopted unchanged.

Interpretations by the Commission re the publication of information prior to or
after filing of a registration statement, and also re its proposal to amend
Rule 174 to change effective date restrictions of the existing prospectus
delivery requirements.

Commission's statement about publicity concerning the petroleum discoveries on the North Slope of Alaska.

Commission's warning statement re sale and distribution of whisky warehouse
receipts.

The Commission's views re preparation of prospectuses relating to public
offerings of interests in oil and gas programs are represented by Guide No.
55 set forth here and in Securities Act Release No. 4936 rather than the
proposed guide in Securities Act Release No. 5001.
Conclusion by the Commission that a registration statement will be considered
defective under the 1933 Act when the certificate does not meet the
requirements of 17 CFR 210.2-02 because the accountant qualifies his
opinion due to doubt as to whether the company will continue as a going
concern.

Publication of the Commission's guidelines re applicability of Federal securities
laws to offer and sale outside the U.S. of shares of registered open-end
investment companies.

INTERPRETATIVE RELEASES RELATING TO THE SECURITIES ACT OF 1933 AND GENERAL RULES AND REGULATIONS THEREUNDER-Continued

Statement of the Commission warning the public about novel unsecured debt 34-9143
securities which appear to invite unwarranted comparisons with bank sav-
ings accounts, savings and loan association accounts, and bank time
deposit certificates.

Statement of the Commission prohibiting the reduction of fixed charges by amounts representing interest or investment income or gains on retirement of debt in registration statements or reports filed with the Commission. Statement of the Commission calling attention to requirements in its forms and rules under the Securities Act of 1933 and the Securities and Exchange Act of 1934 for disclosure of legal proceedings and descriptions of registrant's business as these requirements relate to material matters involving the environment and civil rights.

Commission's authorization of publication of amended Registration Guide No. 8 which sets forth the policy of the Commission's Division of Corporation Finance with respect to pictorial or graphic representations in prospectives. Commission's policy requiring the inclusion in financial statements of the ratio of earnings to fixed charges for the total enterprise in equivalent prominence with the ratio for the registrant or registrant and consolidated subsidiaries. Commission's guidelines for release of information by issuers whose securities are "in registration".

Policy of Commission's Division of Corporation Finance to defer processing registration statements and amendments filed under the Securities Act of 1933 by issuers whose reports are delinquent until such reports are brought up to date.

Publication by the Commission of a registration guide relating to “insurance premium funding" programs.

Commission's statement concerning applicability of securities laws to multilevel distributorships and other business opportunities offered through pyramid sales plans.

5211

Nov. 8, 1971
Nov. 30, 1971

36 FR 22013.

36 FR 23289.

INTERPRETATIVE RELEASES RELATING TO THE SECURITIES ACT OF 1933 AND GENERAL RULES AND REGULATIONS THEREUNDER-Continued

INTERPRETATIVE RELEASES RELATING TO THE SECURITIES ACT OF 1933 AND GENERAL RULES AND REGULATIONS THEREUNDER-Continued