Release No. 34-7491

January 5, 1965 

Securities Exchange Act Release No. 7491, Amendment of Reg. §240.12f-4.

The Securities and Exchange Commission has amended Rule 12f-4 dealing with exemptions from Sections 13, 14 and 16 of the Securities Exchange Act of 1934 for issuers having securities admitted only to unlisted trading privileges on a national securities exchange.  The amendments were necessitated by certain changes in the Act resulting from the Securities Act Amendments of 1964, namely, the revision of Section 15(d), and the addition of Section 12(g).

Section 12(b) of the Act provides for registration of securities by an issuer on a national securities exchange.  Section 12(g)(1) of the Act requires the registration of a class of equity securities with the Commission by issuers having total assets exceeding $1,000,000 where such securities are held of record by a certain number of persons.  Some companies exempt under Rule 12f-4(a) were, prior to the Amendments Act, required to file with the Commission certain annual and periodic reports pursuant to Section 15(d).  Section 15(d) was amended to provide that the obligations thereunder to file reports with the Commission are automatically suspended if any security of the issuer is "registered pursuant to section 12."  Pursuant to Section 12(f)(6) of the Act, securities admitted to unlisted trading privileges are deemed to be "registered on a national securities exchange" pursuant to Section 12.  Section 15(d), as amended, has the effect of eliminating the need for issuers to file under that section where they have a class of securities admitted to unlisted trading privileges.

The effect of the amendment to Rule 12f-4(a) is to subject issuers with a security admitted to unlisted trading privileges to the requirements of Section 13 if such issuers would be subject to the equivalent requirements under Section 15(d), but for the fact that they now are deemed to have a class of security "registered on a national securities exchange" pursuant to Section 12 by virtue of Section 12(f)(6).  It should be noted that issuers covered by the amended rule are required to file copies of their reports with the exchange on which they are traded as well as with the Commission.

The exemptions in Rule 12f-4 are inapplicable to an issuer which has a security registered as a listed security on a national securities exchange or to issuers of over-the-counter securities which are registered pursuant to the new Section 12(g).

The language of the rule has been revised in the interest of clarity and other minor changes have been made to reflect changes in statutory language. 

[Text of rule omitted]

The foregoing amendments shall become effective January 5, 1965.

By the Commission.