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the total elapsed time and the number of registration statements effective:
Time in registration under the Securities Act of 1933 by months during the fiscal year
ended June 30, 1963
NUMBER OF CALENDAR DAYS
From date of From date of From amend-
to date of ment to date letter to of days in registration
effective a thereafter registration
VOLUME OF SECURITIES REGISTERED During the fiscal year 1963, a total of 1,157 statements in the amount of $14.8 billion became fully effective under the Securities Act of 1933. This was a decrease of 37 percent in number of statements and 24 percent in dollar amount from the record registrations of the preceding fiscal year. The chart on page 9 shows the number and dollar amounts of fully effective registrations from 1935 to 1963.
These figures cover all registrations which became fully effective, including secondary distributions and securities registered for other than cash sale, such as exchange transactions and issues reserved for conversion. Of the dollar amount of securities registered in 1963, 80 percent was for account of issuer for cash sale, 12 percent for account of issuer for other than cash sale and 8 percent for account of others, as shown below.
Account for which securities were registered under the Securities Act of 1933 during
the fiscal year 1963 compared with the fiscal years 1962 and 1961
The $11.9 billion of securities to be offered for cash sale for account of issuer represented a decrease of $4.4 billion, or 27 percent, from the previous year. This was due chiefly to a decrease of almost $4.3 billion in common stock, debt securities declining by only $140 million. Debt securities made up $4.4 billion of the 1963 volume, preferred stock $270 million and common stock $7.2 billion. Of issues for cash sale, most of the common stock, 88 percent, was to be offered over an extended period, including investment company issues, stock to be issued under employee purchase plans and stock called for by warrants and options. Appendix Table 1 shows the number of statements which became effective and total amounts registered for each of the fiscal years 1935 through 1963, and contains a classification, by type of security, of issues to be offered for cash sale on behalf of the issuer during those years. More detailed information for 1963 is given in Appendix Table 2.
Corporate issues scheduled for immediate offering following effective registration amounted to $5.1 billion, a decrease of $1.2 billion from the previous year. Of the total, electric, gas and water companies registered $2.3 billion of securities, about the same amount as in the preceding 2 years. The total for communication companies was $1.1 billion, exceeding the volume registered in fiscal year 1962 by 35 percent. All other groups, except for the extractive industry, registered lower amounts for immediate offering. The decline was greatest for manufacturing companies with $850 million of issues in 1963 compared with $1.8 billion in 1962. Issues registered for offering over an extended period amounted to $6.5 billion, as against $9.7 billion in fiscal year 1962.
Total for immediate sale.
Total for cash sale for account of
The amounts of issues to be offered over an extended period are classified as follows:
Of the $5.1 billion expected from the immediate cash sale of corporate securities for the account of issuer in 1963, 73 percent was designated for new money purposes, including plant, equipment and working capital, 17 percent for retirement of securities and 10 percent for all other purposes including purchases of securities.
REGISTRATION STATEMENTS FILED
During the 1963 fiscal year, 1,159 registration statements were filed for offerings of securities aggregating $14.7 billion, as compared with 2,307 registration statements filed during the 1962 fiscal year for offerings amounting to $21.6 billion. This represents a decrease of 49.8 percent in the number of statements filed and 32 percent in the dollar amount involved.
Of the 1,159 registration statements filed in the 1963 fiscal year, 357, or 31 percent, were filed by companies that had not previously filed registration statements under the Securities Act of 1933. Comparable figures for the 1962 and 1961 fiscal years were 1,377, or 60 percent, and 958, or 52 percent, respectively.
From the effective date of the Securities Act of 1933 to June 30, 1963, a cumulative total of 22,854 registration statements has been filed under the Act by 10,863 different issuers, covering proposed offerings of securities aggregating over $240 billion.
Particulars regarding the disposition of all registration statements filed under the Act to June 30, 1963, are summarized in the following table:
Number and disposition of registration statements filed
• Includes 174 registration statements covering proposed offerings totaling $4,250,676,997 filed by investment companies under Section 24(e) of the Investment Company Act of 1940, which permits registration by amendment to a previously effective registration statement.
Excludes 37 registration statements that became effective during the year þut were subsequently withdrawn; these 37 statements are counted in the 491 statements withdrawn during the year.
• Excludes 34 registration statements effective prior to July 1, 1962, that were withdrawn during the 1963 fiscal year; these statements are counted under withdrawn.
- Excludes 1 registration statement that became effective during the year by lifting of stop order; and also excludes 1 registration statement that was withdrawn after the stop order was lifted. These statements are counted under effective and withdrawn, respectively.
The reasons given by registrants for requesting withdrawal of the 491 registration statements that were withdrawn during the 1963 fiscal year are shown in the following table:
Reason for registrant's withdrawal request
Number of Percent statements of total withdrawn withdrawn
1. Withdrawal requested after receipt of the staff's letter of comment.
proceedings would be necessary.
STOP ORDER PROCEEDINGS Section 8(d) provides that, if it appears to the Commission at any time that a registration statement contains an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading, the Commission may institute proceedings looking to the issuance of a stop order suspending the effectiveness of the registration statement. Where such an order is issued, the offering cannot lawfully be made,
or continued if it has already begun, until the registration statement has been amended to cure the deficiencies and the Commission has lifted the stop order.
The following table shows the number of proceedings under Section 8(d) of the Act pending at the beginning of the 1963 fiscal year, the number initiated during the year, the number terminated and the number pending at the end of the year. Proceedings pending at beginning of fiscal year.
5 Proceedings initiated during fiscal year.-
13 Proceedings terminated during fiscal year by issuance of stop orders.
Proceedings pending at the end of the 1963 fiscal year
10 Two of the proceedings which were terminated during the fiscal year through the issuance of stop orders are described below:
The Richmond Corporation.—The registrant, a District of Columbia corporation organized in 1959, engages in various phases of the real estate business, including the ownership of undeveloped acreage, income-producing properties, and promissory notes secured by mortgages and deeds of trust. It filed a registration statement covering a proposed offering of 142,858 shares of 10 cent par value common stock at $7 per share, 36,500 common stock purchase warrants to be sold to the underwriter at 1 cent per warrant, and 36,500 shares of common stock reserved for issuance upon exercise of the warrants.
The Commission instituted proceedings under Section 8(d), and the registrant stipulated certain facts and consented to the entry of a stop order. Following are some of the more important deficiencies in the registration statement:
The Commission found the registration statement to be materially deficient in failing to disclose that various officers and directors of the registrant were engaged, through companies similar to the registrant which they control, or in person, in competitive real estate activities which involved potential conflicts of interest with the business purposes of the registrant. The Commission accordingly concluded that the statement in the prospectus that "There are no business relations between the Board members or officers or promoters which are competitive with, or in conflict with the business purposes of the company," was materially false and misleading.
The managing underwriter named in the registration statement, a sole proprietorship, was organized February 14, 1961. Its owner's only prior experience in the securities business was as a securities salesman between May and December 1960. The firm's only experience as
a Securities Act Release No. 4584 (February 27, 1963).