82 STAT. 457 15 USC 77a. Ante, pp. 456, 454. "(6) Where any person makes a tender offer, or request or invitation for tenders, for less than all the outstanding equity securities of a class, and where a greater number of securities is deposited pursuant thereto within ten days after copies of the offer or request or invitation are first published or sent or given to security holders than such person is bound or willing to take up and pay for, the securities taken up shall be taken up as nearly as may be pro rata, disregarding fractions, according to the number of securities deposited by each depositor. The provisions of this subsection shall also apply to securities deposited within ten days after notice of an increase in the consideration offered to security holders, as described in paragraph (7), first published or sent or given to security holders. is "(7) Where any person varies the terms of a tender offer or request or invitation for tenders before the expiration thereof by increasing the consideration offered to holders of such securities, such person shall pay the increased consideration to each security holder whose securities are taken up and paid for pursuant to the tender offer or request or invitation for tenders whether or not such securities have been taken up by such person before the variation of the tender offer or request or invitation. "(8) The provisions of this subsection shall not apply to any offer for, or request or invitation for tenders of, any security "(A) proposed to be made by means of a registration statement under the Securities Act of 1933; "(B) if the acquisition of such security, together with all other acquisitions by the same person of securities of the same class during the preceding twelve months, would not exceed 2 per centum of that class; "(C) by the issuer of such security; or "(D) which the Commission, by rules or regulations or by order, shall exempt from the provisions of this subsection as not entered into for the purpose of, and not having the effect of, changing or influencing the control of the issuer or otherwise as not comprehended within the purposes of this subsection. "(e) It shall be unlawful for any person to make any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made, in the light of the circumstances under which they are made, not misleading, or to engage in any fraudulent, deceptive, or manipulative acts or practices, in connection with any tender offer or request or invitation for tenders, or any solicitation of security holders in opposition to or in favor of any such offer, request, or invitation. "(f) If, pursuant to any arrangement or understanding with the person or persons acquiring securities in a transaction subject to subsection (d) of this section or subsection (d) of section 13 of this title, any persons are to be elected or designated as directors of the issuer, otherwise than at a meeting of security holders, and the persons so elected or designated will constitute a majority of the directors of the issuer, then, prior to the time any such person takes office as a director, and in accordance with rules and regulations prescribed by the Commission, the issuer shall file with the Commission, and transmit to all holders of record of securities of the issuer who would be entitled to vote at a meeting for election of directors, information substantially 82 STAT. 457 equivalent to the information which would be required by subsection (a) or (c) of this section to be transmitted if such person or persons were nominees for election as directors at a meeting of such security holders." Approved July 29, 1968. LEGISLATIVE HISTORY: HOUSE REPORT No. 1711 (Comm. on Interstate & Foreign Commerce). CONGRESSIONAL RECORD: Vol. 113 (1967): Aug. 30, considered and passed Senate. 87-521 O 73 24 Public Law 91-94 October 20, 1969 Joint Resolution To amend section 19 (e) of the Securities Exchange Act of 1934. Whereas additional time is required for the Securities and Exchange Commission to complete its institutional investors study, and file a report with respect thereto, pursuant to section 19 (e) of the Securities Exchange Act of 1934: Now, therefore, be it 83 STAT. 141 Resolved by the Senate and House of Representatives of the United States of America in Congress assembled, That section 19 (e) of the Securities Securities Exchange Act of 1934 (15 U.S.C. 78s (e)) is amended (1) by striking out in paragraph (1) "September 1, 1969” and inserting in lieu thereof "September 1, 1970"; and (2) by striking out in paragraph (4) "$875,000" and inserting in lieu thereof "$945,000". Approved October 20, 1969. Exchange Act of 1934, amendment 82 Stat. 453. LEG IS LATIVE HISTORY: HOUSE REPORT No. 91-501 accompanying H.J. Res. 754 June 2: Considered and passed Senate. Oct. 6: Considered and passed House, amended, Public Law 91-410 Joint Resolution To amend section 19 (e) of the Securities Exchange Act of 1934. Whereas additional time is required for the Securities and Exchange Resolved by the Senate and House of Representatives of the United States of America in Congress assembled, That section 19 (e) of the Securities Exchange Act of 1934 (15 U.S.C. 78s (e)) is amended by striking out in paragraph (1) ❝September 1, 1970" and inserting in lieu thereof "December 31, 1970". Approved September 25, 1970. 84 STAT. 862 Securities Exchange Act of 1934, amendment. 82 Stat. 453; 83 Stat. 141. LEGISLATIVE HISTORY: HOUSE REPORT No. 91-1418 (Comm. on Interstate and Foreign Commerce). Sept. 14, considered and passed House. (347) 91st Congress, S. 3431 An Act To amend sections 13 (d), 13(e), 14(d), and 14 (e) of the Securities Exchange 84 STAT. 1497 Be it enacted by the Senate and House of Representatives of the United States of America in Congress assembled, That (a) the part of Securities paragraph (1) of subsection (d) of section 13 of the Securities Exchange Act Exchange Act of 1934 (15 U.S.C. 78m (d)(1)) which precedes clause of 1934, amend(A) is amended (1) by inserting after "section 12 of this title" the following: ", or any equity security of an insurance company which would have been required to be so registered except for the exemption contained in section 12 (g) (2) (G) of this title,”; and (2) by striking out "10 per centum" and inserting in lieu thereof "5 per centum". (b) Paragraph (5) of subsection (d) of section 13 of the Securities Exchange Act of 1934 (15 U.S.C. 78m (d) (5)) is redesignated as paragraph (6) and the following new paragraph is inserted immediately after paragraph (4). "(5) The Commission, by rule or regulation or by order, may permit any person to file in lieu of the statement required by paragraph (1) of this subsection or the rules and regulations thereunder, a notice stating the name of such person, the number of shares of any equity securities subject to paragraph (1) which are owned by him, the date of their acquisition and such other information as the Commission may specify, if it appears to the Commission that such securities were acquired by such person in the ordinary course of his business and were not acquired for the purpose of and do not have the effect of changing or influencing the control of the issuer nor in connection with or as a participant in any transaction having such purpose or effect." SEC. 2. Paragraph (2) of subsection (e) of section 13 of the Securities Exchange Act of 1934 (15 U.S.C. 78m (e) (2)) is amended by adding at the end thereof the following: "The Commission shall have power to make rules and regulations implementing this paragraph in the public interest and for the protection of investors, including exemptive rules and regulations covering situations in which the Commission deems it unnecessary or inappropriate that a purchase of the type described in this paragraph shall be deemed to be a purchase by the issuer for purposes of some or all of the provisions of paragraph (1) of this subsection." SEC. 3. The first sentence of paragraph (1) of subsection (d) of section 14 of the Securities Exchange Act of 1934 (15 U.S.C. 78n (d) (1)) is amended (1) by inserting after "section 12 of this title," the following: "or any equity security of an insurance company which would have been required to be so registered except for the exemption contained in section 12(g) (2) (G) of this title,"; and (2) by striking out "10 per centum" and inserting in lieu thereof "5 per centum". SEC. 4. Paragraph 8 of subsection (d) of section 14 of the Securities Exchange Act of 1934 (15 U.S.C. 78n (d) (8)) is amended by striking out clause (A) and redesignating clauses (B), (C), and (D) as clauses (A), (B), and (C), respectively. SEC. 5. Subsection (e) of section 14 of the Securities Exchange Act (15 U.S.C. 78n (e)) is amended by adding the following sentence at the end thereof: "The Commission shall, for the purposes of this subsection, by rules and regulations define, and prescribe means reason (348) ment. Investor protection. 82 Stat. 454. 48 Stat. 892; 78 Stat. 565. 15 USC 781. Notice in lieu of required statement. Rulemaking powers. 78 Stat. 567. |