Securities Act Release No. 33-3568

August 29, 1955

Adoption of Rules 134 and 135

Statement of the Commission

The Securities and Exchange Commission announced today the adoption of Rule 134 which would specify the information required and permitted to be included in a notice, circular, advertisement, letter or other communication with respect to a security when published or transmitted to any person after a registration statement has been filed prior to the delivery of a prospectus meeting the requirements of Section 10. Such a communication is not deemed to constitute a "prospectus" as defined in Section 2(10) of the Act when limited to the information specified in the rule but would be subject to the provisions of Section 17 of the Act. The rule is adopted pursuant to Sections 2(10)(b) and 19(a) of the Act.

Communications used pursuant to the new rule must be limited to simple statements of fact identifying the security and the nature of the offering. Financial information or detailed descriptions of the business or the security may not be included. Such information is to be furnished to prospective investors by means of a prospectus meeting the requirements of Section 10 of the Act.

Rule 135 provides that a notice or other communication sent by an issuer to securityholders to inform them of the proposed issuance of rights to subscribe to additional securities shall not be deemed to offer any security for sale if the communication is transmitted within 60 days prior to the record date, states that the offering will be made only by the prospectus and, in addition, contains only certain specified information necessary to inform the securityholders of the forthcoming offering. The rule is in the nature of an interpretative rule and in substance gives specific authority for a practice which has been followed without objection by the Commission. This rule is adopted pursuant to Section 19(a) of the Act.

The text of Rules 134 and 135 is as follows: 

[Text of rule omitted]

Effective Date

Inasmuch as the use of communications pursuant to Rule 134 is not mandatory and since the rule relieves a restriction, it may be made effective immediately. The Commission finds that Rule 135 is in the nature of an interpretative rule, that notice and procedure pursuant to Section 4 of the Administrative Procedures Act is not required, and that such rule may be made effective immediately. Accordingly, both of the foregoing rules shall become effective immediately upon publication August 29, 1955.

By the Commission.