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Release No.
34-7566 April 8,
1965.
Adoption of Certain Amendments to Proxy Rules.
The
Securities and Exchange Commission has adopted certain amendments to its proxy
rules under Section 14 of the Securities Exchange Act of 1934. These rules as
previously in effect were applicable to the solicitation of proxies,
authorizations and consents with respect to securities registered on a national
securities exchange. Rules adopted under the Public Utility Holding Company Act
of 1935 and the Investment Company Act of 1940 make the rules applicable to the
solicitation of proxies, authorizations and consents with respect to the
securities of certain companies subject to those statutes.
Applicability to OTC Companies The principal reason for the adoption of the
amendments at this time is to make the proxy rules applicable to
over-the-counter companies which have equity securities registered with the
Commission pursuant to Section 12(g) of the Act and which have not heretofore
been subject to those rules. The amendments adopted are briefly described
below. The first two amendments were included in the proposed amendments to the
proxy rules published for comment December 7, 1964 in Securities Exchange Act
Release No. 7481. The Commission is deferring action on the other proposed
amendments published in Release No. 7481 pending the completion of its
consideration of those amendments.
The proxy
rules have heretofore been contained in a regulation designated "Regulation
14." This regulation has been redesignated "Regulation 14A" in order to
differentiate the proxy rules, adopted pursuant to Section 14(a) of the Act,
from other rules which the Commission may adopt pursuant to Section 14(b) or (c)
of the Act.
Rule 14a-2
has been amended to provide that Regulation 14A shall also apply to
solicitations with respect to securities registered pursuant to the new Section
12(g) as well as to those registered on a national securities exchange pursuant
to Section 12(b) of the Act.
Number
of Copies Required
The
Commission has also amended Rule 14a-6 of Regulation 14A. This rule requires
the filing of proxy material with the Commission and with any exchange on which
the issuer has securities listed and registered. The amendment requires that
eight definitive copies of the proxy statement, form of proxy and other
soliciting material be filed with the Commission. Heretofore only four copies
of such material were required to be filed. Of the eight copies now required,
four copies will be kept in the Commission's principal office for the use of the
staff and for public inspection. The additional copies will be placed in the
principal regional offices of the Commission and in the regional office for the
region in which the registrant has its principal office. This is intended to
make the information contained in such material more readily available to
interested persons, in line with the recommendations of the Special Study of
Securities Markets.
The text
of the amendments is set forth below:
I. The
caption of the proxy rules has been changed to read as follows:
"REGULATION 14A. SOLICITATION OF PROXIES."
II. The
introductory clause of Rule 14a-2 has been amended to read as set forth below;
all other provisions of the rule remain unchanged:
[Text of rule omitted]
III.
Paragraph (c) of Rule 4a-6 has been amended to read as follows; the remaining
paragraphs of the rule remain unchanged:
[Text of rule omitted]
The
Commission finds that in so far as the foregoing action has not been published
for public comment, such publication is not necessary in the public interest or
for the protection of investors. The foregoing action shall become effective
with respect to any solicitation of proxies commenced on or after July 1, 1965.
By the
Commission.
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