10, A public utility company in making certain solicitations regarding reorganizations of companies subject to the 1935 Act may disclose ownership information regarding securities or assets.

B.

- 25

Reporting Securities Cwnership by Issuing Company (Cont'd).

14. Investment Company must report if any person has
become a parent of the registrant, the name of such
person, the date, a brief description of the trans-
action by which such person became a parent and the
percentage of voting securities of the registrant
owned by the parent or other basis of control must be
reported.

15. Company in connection with certain reclassifications,
mergers or consolidations and transfers of assets
must make the applicable disclosure required by
Regulation 14A and 14C under the Securities Exchange
Act of 1934 (the proxy regulations) ir. connection with
proxy statements used for stockholder meetings involving
action on the above transaction. Proxy regulations
are discussed in Section II, B, 2 of this memo.

16. Subsidiary mutual service company of a registered
public utility holding company must list all the
beneficial owners of 10% or more of its outstanding
capital stock.

17. Affiliate service company or a company principally
engaged in performing service to a registered public
utility holding company, must list the top 20 stock-
holders of record of its voting securities and indicate
the amount owned by each. If a partnership, the
registrant must list the names of all partners and
the extent of their share in the partnership.

18. Company at time of registering a public offering must
list the name of each individual who holds options to
purchase the securities of the issuer.

Forms

Form N-1Q Quarterly report for
registered management investment
companies analogous to the annual
report N-1R (17 CFR 249.331)

When Disclosure
Required

If a company fails to make a required filing with
the SEC, or fails to include in a filing the correct
information, the Commission may authorize an investi-
gation, suspend trading in the company's outstanding
securities, and, if the filing were in connection with
an offering of securities, prevent a registration from
becoming effective or an exemption from being granted
until the required information is filed. If the facts
disclosed warrant doing so, it may then seek a civil
injunction in a U.S. district court to force the
company to make the required filing, or, in an extreme
case, recommend criminal prosecution.

List of Attachments*

1.

2.

3.

4.

"Reporting Requirements and Dissemination of Information of Corporate Ownership and Structure" ("GAO Study"), "Disclosure of Corporate Ownership", 93rd Congress, 2nd Session, Senate Document No. 93-62, p. 222.

17 CFR, Code of Federal Regulation, Commodity and Securities Exchanges, Revised April 1, 1974.

Securities Act of 1933.

Securities Exchange Act of 1934.

5. Public Utility Holding Company Act of 1935.

6.

7.

Trust Indenture Act of 1939.

Investment Company Act of 1940.

8. Investment Advisers Act of 1940.

9.

10.

11.

Statement of the Honorable Ray Garrett, Jr., Chairman,
Securities and Exchange Commission before the subcommittee on
Foreign Commerce and Tourism of the Senate Committee on Commerce
on S. 2840, 93rd Cong., 1st Session (1973). March 7, 1974.
Securities Act of 1933, Release No. 5526.
Securities Act of 1933, Release No. 5538.

12. Securities Act of 1933, Applicable Forms.

13.

Securities Exchange Act of 1934, Applicable Forms.

14. Public Utility Holding Company Act of 1935, Applicable Forms. Trust Indenture Act of 1939, Applicable Forms.

15.

16.

17.

18.

Investment Company Act of 1940, Applicable Forms.
Investment Advisers Act of 1940, Applicable Forms.
SEC News Digest.

19. SEC Docket.

20. 21.

Official Summary of Securities Transactions and Holdings, SEC.
Statistical Bulletin, SEC.

*For general distribution, only the portion of the GAO Study pertaining to Reporting to the SEC is attached. The other documents are available at the SEC.