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themselves to the risk of fine or imprisonment or both. Similarly, persons connected with the public offering may be liable for damages to purchasers of the securities if the disclosures in the registration statement and prospectus are materially defective. Also, the above act contains antifraud provisions that apply generally to the sale of securities, whether or not registered (15 U.S.C. 77a et seq.). Regulation of Securities Markets The Securities Exchange Act of 1934 assigns to the Commission broad regulatory responsibilities over the securities markets, the self-regulatory organizations within the securities industry, and persons conducting a business in securities. Persons who execute transactions in securities generally are required to register with the Commission as broker-dealers. Securities exchanges and certain clearing agencies are required to register with the Commission, and associations of brokers or dealers are permitted to register with the Commission. The act also provides for the establishment of the Municipal Securities Rulemaking Board to formulate rules for the municipal securities industry.

The Commission oversees the selfregulatory activities of the national securities exchanges and associations, registered clearing agencies, and the Municipal Securities Rulemaking Board. In addition, the Commission regulates industry professionals, such as securities brokers and dealers, certain municipal securities professionals, government securities brokers and dealers, and transfer agents.

The act authorizes national securities exchanges, national securities associations, clearing agencies, and the Municipal Securities Rulemaking Board to adopt rules that are designed, among other things, to promote just and equitable principles of trade and to protect investors. The Commission is required to approve or disapprove most proposed rules of these self-regulatory organizations and has the power to abrogate or amend existing rules of the national securities exchanges, national

securities associations, and the Municipal Securities Rulemaking Board.

In addition, the Commission has broad rulemaking authority over the activities of brokers, dealers, municipal securities dealers, securities information processors, and transfer agents. The Commission may regulate such securities trading practices as short sales and stabilizing transactions. It may regulate the trading of options on national securities exchanges and the activities of members of exchanges who trade on the trading floors. The Commission may adopt rules governing broker-dealer sales practices in dealing with investors. The Commission also is authorized to adopt rules concerning the financial responsibility of brokers and dealers and reports made by them.

The act also requires the filing of registration statements and annual and other reports with national securities exchanges and the Commission by companies whose securities are listed upon the exchanges, and by companies that have assets of $5 million or more and 500 or more shareholders of record. In addition, companies that distributed securities pursuant to a registration statement declared effective by the Commission under the Securities Act of 1933 must also file annual and other reports with the Commission. Such applications and reports must contain financial and other data prescribed by the Commission as necessary or appropriate for the protection of investors and to ensure fair dealing. In addition, the solicitation of proxies, authorizations, or consents from holders of such registered securities must be made in accordance with rules and regulations prescribed by the Commission. These rules provide for disclosures to securities holders of information relevant to the subject matter of the solicitation,

Disclosure of the holdings and transactions by officers, directors, and large (10-percent) holders of equity securities of companies also is required, and any and all persons who acquire more than 5 percent of certain equity securities are required to file detailed information with the Commission and

any exchange upon which such securities may be traded. Moreover, any person making a tender offer for certain classes of equity securities is required to file reports with the Commission if, as a result of the tender offer, such person would own more than 5 percent of the outstanding shares of the particular class of equity security involved. The Commission also is authorized to promulgate rules governing the repurchase by a corporate issuer of its own securities. Regulation of Mutual Funds and Other Investment Companies The Investment Company Act of 1940 (15 U.S.C. 80a1-80a-64) requires investment companies to register with the Commission and regulates their activities to protect investors. The regulation covers sales load, management contracts, composition of boards of directors, and capital structure.

The act prohibits investment companies from engaging in various transactions, including transactions with affiliated persons, unless the Commission first determines that such transactions are fair. In addition, the act provides a somewhat parallel but less stringent regulation of business development companies.

Under the act, the Commission may institute court action to enjoin the consummation of mergers and other plans of reorganization of investment companies if such plans are unfair to securities holders. It also may impose sanctions by administrative proceedings against investment company management for violations of the act and other Federal securities laws and file court actions to enjoin acts and practices of management officials involving breaches of fiduciary duty and personal misconduct and to disqualify such officials from office. Regulation of Companies Controlling Utilities The Public Utility Holding Company Act of 1935 (15 U.S.C. 79,792-6) provides for regulation by the Commission of the purchase and sale of securities and assets by companies in electric and gas utility holding company systems, their intrasystem transactions and service, and management

arrangements. It limits holding companies to a single coordinated utility system and requires simplification of complex corporate and capital structures and elimination of unfair distribution of voting power among holders of system securities.

The issuance and sale of securities by holding companies and their subsidiaries, unless exempt (subject to conditions and terms that the Commission is empowered to impose) as an issue expressly authorized by the State commission in the State in which the issuer is incorporated, must be found by the Commission to meet certain statutory standards.

The purchase and sale of utility properties and other assets may not be made in contravention of rules, regulations, or orders of the Commission regarding the consideration to be received, maintenance of competitive conditions, fees and commissions, accounts, disclosure of interest, and similar matters. In passing upon proposals for reorganization, merger, or consolidation, the Commission must be satisfied that the objectives of the act generally are complied with and that the terms of the proposal are fair and equitable to all classes of securities holders affected. Regulation of Investment Advisers The Investment Advisers Act of 1940 (15 U.S.C. 80b-1-800-21) provides that persons who, for compensation, engage in the business of advising others with respect to securities must register with the Commission. The act prohibits certain fee arrangements, makes fraudulent or deceptive practices on the part of investment advisers unlawful, and requires, among other things, disclosure of any adverse personal interests the advisers may have in transactions that they effect for clients. The act authorizes the Commission, by rule, to define fraudulent and deceptive practices and prescribe means to prevent those practices. Rehabilitation of Failing Corporations Chapter 11, section 1109(a), of the Bankruptcy Code (11 U.S.C. 1109) provides for Commission participation as a statutory party in corporate

reorganization proceedings administered -obtain court orders enjoining acts in Federal courts. The principal functions and practices that operate as a fraud of the Commission are to protect the upon investors or otherwise violate the interests of public investors involved in laws; such cases through efforts to ensure their -suspend or revoke the registrations adequate representation, and to

of brokers, dealers, investment participate in legal and policy issues that companies, and investment advisers who are of concern to public investors

willfully engage in such acts and generally.

practices; Representation of Debt Securities

-suspend or bar from association Holders The interests of purchasers of persons associated with brokers, dealers, publicly offered debt securities issued investment companies, and investment pursuant to trust indentures are

advisers who have violated any safeguarded under the provisions of the provision of the Federal securities laws; Trust Indenture Act of 1939 (15 U.S.C. and 77aaa-77bbbb). This act, among other -prosecute persons who have things, requires the exclusion from such engaged in fraudulent activities or other indentures of certain types of

willful violations of those laws. exculpatory clauses and the inclusion of In addition, attorneys, accountants, certain protective provisions. The

and other professionals who violate the independence of the indenture trustee, securities laws face possible loss of their who is a representative of the debt privilege to practice before the holder, is assured by proscribing certain Commission. relationships that might conflict with the To this end, private investigations are proper exercise of his duties.

conducted into complaints or other Enforcement Activities The

indications of securities violations. Commission's enforcement activities are Evidence thus established of law designed to secure compliance with the violations is used in appropriate Federal securities laws administered by administrative proceedings to revoke the Commission and the rules and

registration or in actions instituted in regulations adopted thereunder. These Federal courts to restrain or enjoin such activities include measures to:

activities. Where the evidence tends to -compel obedience to the disclosure

establish criminal fraud or other willful requirements of the registration and

violation of the securities laws, the facts other provisions of the acts;

are referred to the Attorney General for

criminal prosecution of the offenders. -prevent fraud and deception in the The Commission may assist in such purchase and sale of securities;

Regional/District Offices Securities and Exchange Commission

(R: Regional Director; D: District Administrator)







New York, NY
Boston, MA
Philadelphia, PA

Suite 1300, 7 World Trade Ctr., 10048 Carmen J. Lawrence (R)
Suite 600, 73 Tremont St., 02108-3912 Juan Marcel Marcelino (D)
Suite 1005 E., Curtis Ctr., 601 Walnut Donald M. Hoerl (D)

St., 19106-3322

202-748-8000 617-424-6900 215597-3100



Miami, FL
Atlanta, GA

Suite 200, 1401 Brickell Ave., 33131 Charles V. Senatore (R)
Suite 1000, 3475 Lenox Rd. NE., 30326 Richard P. Wessel (D)


305-536-4700 404–842-7600


Chicago, IL

Suite 1400, 500 W. Madison St., 60661- Mary Keele (R)




Denver, CO

Suite 4800, 1801 California St., 80202- Daniel F. Shea (A)


303 391-6800

Regional/District Offices Securities and Exchange Commission Continued

(R: Regional Director; D: District Administrator)

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Sources of Information Inquiries regarding the following matters should be directed to the appropriate office, Securities and Exchange Commission, 450 Fifth Street NW., Washington, DC 20549. Consumer Activities Publications detailing the Commission's activities, which include material of assistance to the potential investor, are available from the Publications Unit. In addition, the Office of Investor Education and Assistance answers questions from investors, assists investors with specific problems regarding their relations with broker-dealers and companies, and advises the Commission and other offices and divisions regarding problems frequently encountered by investors and possible regulatory solutions to such problems. Phone, 202-942-7040. Tollfree consumer information line, 1-800SEC-0330. Fax, 202-942-9634. Contracts Contact the Office of Administrative and Personnel Management. Phone, 202-942-4000. Employment with the exception of the attorney category, positions are in the competitive civil service and are filled generally by selection from lists of eligibles established as a result of appropriate civil service examinations. The Commission operates a college and law school recruitment program, including on-campus visitations for interview purposes. Inquiries should be

directed to the Office of Administrative and Personnel Management. Phone, 202-942-4000. Fax, 202-942-9630. Investor Information and Protection Complaints and inquiries may be directed to headquarters or to any regional or district office. Registration statements and other public documents filed with the Commission are available for public inspection in the public reference room at the home office. Much of the information also is available at the Northeast and Midwest regional offices. Copies of the public material may be purchased from the Commission's contract copying service at prescribed rates. Publications Official Summary-A monthly summary of securities transactions and holding of officers, directors, and principal stockholders ($26 per issue) is available through the Superintendent of Documents, Government Printing Office, Washington, DC 20402. Phone, 202– 512-1800. Reading Rooms The Commission maintains a public reference room and also a library (phone, 202-942-7090; fax, 202-942-9629), where additional information may be obtained. Small Business Activities Information on security laws that pertain to small businesses in relation to securities offerings may be obtained from the Commission. Phone, 202-942–2950.

For further information, contact the Office of Public Affairs, Securities and Exchange Commission, 450 Fifth Street NW., Washington, DC 20549. Phone, 202-942-0020. Fax, 202-942-9654.

National Headquarters, Arlington, VA 22209-2425
Phone, 703-235-2555


GIL CORONADO Deputy Director

(VACANCY) Executive Director

G. HUNTINGTON BANISTER Special Assistant to the Director


USAF Inspector General

ALFRED RASCON Political Affairs Assistant

ARCHIBALD J. KIELLY Financial Manager

JOSEPH S. TROPEA Counselor and General Counsel

HENRY N. WILLIAMS Director for Planning, Analysis and Evaluation RICHARD S. FLAHAVAN Director for Information Management

NORMAN W. MILLER Director for Operations

COL. STEVEN L. MELANCON Director for Resource Management

B. FAYE REDDING Director for Public and Congressional Affairs LEWIS C. BRODSKY (For the Selective Service System statement of organization, see the Code of Federal Regulations, Title 32, Part 1605)

The purpose of the Selective Service System is to be prepared to supply to the Armed Forces human resources adequate to ensure the security of the United States, with concomitant regard for the maintenance of an effective national economy.

The Selective Service System was

The act imposes liability for training established by the Military Selective and service in the Armed Forces upon Service Act (50 U.S.C. app. 451-471a). registrants who are between the ages of The act authorizes the registration of

18 1/2 years to 26 years, except those male citizens of the United States and all

who are exempted or deferred. Persons other male persons who are in the

who have been deferred remain liable United States and who are between the ages of 18'/2 to 26 years. The act

for training and service until age 35. exempts members of the active Armed

Aliens are not liable for training and Forces and foreign diplomatic and service until they have remained in the consular personnel from registration and

United States for more than one year. liability for training and service. Likewise Conscientious objectors who are found exempted are nonimmigrant aliens. to be opposed to any service in the Proclamation 4771 of July 2, 1980, Armed Forces are required to perform requires male persons born after January

civilian work in lieu of induction into 1, 1960, and who have attained age 18

the Armed Forces. to register. Registration is conducted at post offices within the United States and

The authority to induct registrants, at U.S. Embassies and consulates outside

including doctors and allied medical the United States.

specialists, expired July 1, 1973. Regional Offices Selective Service System

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