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1 or any equity security issued by a closed-end investment 2 company registered under the Investment Company Act of 3 1940, is directly or indirectly the beneficial owner of more 4 than 5 per centum of such class shall, within ten days after 5 such acquisition, send to the issuer of the security at its prin6 cipal executive office, by registered or certified mail, send to 7 each exchange where the security is traded, and file with the 8 Commission, a statement containing such of the following in9 formation, and such additional information, as the Commis10 sion, by rule, may prescribe as necessary or appropriate in 11 the public interest or for the protection of investors

"(A) the background, identity, residence, and nationality of such person and all other persons by whom or on whose behalf the purchases have been or are to be effected;

"(B) financial statements (which must be certified if required by the Commission) of such person;

"(C) the source and amount of the funds or other consideration used or to be used in making the purchases, and if any part of the purchase price or proposed purchase price is represented or is to be represented by funds or other consideration borrowed or otherwise obtained

for the purpose of acquiring, holding, or trading such security, a description of the transaction and the names of the parties thereto, except that where a source of funds is

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a loan made in the ordinary course of business by a bank,

as defined in section 3 (a) (6) of this title, if the person filing such statement so requests, the name of the bank shall not be made available to the public;

"(D) if the purpose of the purchases or prospective purchases is to acquire control of the business of the issuer of the securities, any plans or proposals which such persons may have to liquidate such issuer, to sell its assets to or merge it with any other persons, or to make any other major change in its business or corporate

structure;

"(E) the number of shares of such security which are beneficially owned, and the number of shares concerning which there is a right to acquire, directly or indirectly, by (i) such person, and (ii) by each associate of such person, giving the background, identity, residence, and nationality of each such associate;

"(F) the number of shares of such security with respect to which any person (other than the beneficial owner) possesses sole or shared authority to exercise the voting rights evidenced by such securities and the background, identity, residence, and nationality of any such person; and

"(G) information as to any contracts, arrangements, or understandings with any person with respect

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to any securities of the issuer, including but not limited to transfer of any of the securities, joint ventures, loan

or option arrangements, puts or calls, guaranties of loans, guaranties against loss or guaranties of profits, division of losses or profits, or the giving or withholding of proxies, naming the persons with whom such contracts, arrangements, or understandings have been entered into, and giving the details thereof.".

(b) The section is further amended by adding at the

10 end thereof the following new subsection:

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"(f) (1) (A) It shall be unlawful for any foreign in12 vestor, directly or indirectly, to acquire the beneficial owner13 ship of any equity security of a United States company 14 which had total assets exceeding $1,000,000 on the last day 15 of its most recent whole fiscal year, if after such acquisition 16 such foreign investor would, directly or indirectly, be the 17 beneficial owner of more than five percent of the class 18 thereof, unless at least thirty days prior to such acquisition 19 such foreign investor has filed with the Commission a state20 ment containing the name of the United States company, 21 the address of its principal executive officers, and such of 22 the information specified in subsection (d) of this section 23 and such additional information as the Commission, by rule, may specify as necessary or appropriate in the public inter25 est or for the protection of Investors. Securities held by or

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1 for the account of the United States company (or a sub

2 sidiary that may not vote the securities) shall be disregarded

3 in determining the percentage of beneficial ownership.

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"(B) Promptly after the filing of a statement pursuant 5 to this paragraph, the Commission shall transmit a copy of 6 the statement to the President. Notwithstanding the provi7 sions of section 24 of this title or any other provision of law, 8 such statement shall not be disclosed to the public. 9 "(C) In exercising its authority under this paragraph, 10 the Commission shall consult and cooperate with the Presi11 dent to assure that its actions are in accordance with the 12 President's powers and responsibilities with respect to the 13 activities of foreign investors in the United States.

14 "(2) At any time within thirty days of the date of the 15 filing of a statement pursuant to paragraph (1) of this sub16 section, the President is authorized, by order, as he deems 17 appropriate for the national security of the United States, 18 to further the foreign policy of the United States, or to 19 protect the domestic economy of the United States, to pro20 hibit the acquisition to which the statement relates. The 21 President, by rule or regulation, shall prescribe the proce22 dure applicable to any exercise of the authority vested in 23 him by the preceding sentence. Such rules or regulations 24 shall, as a minimum, provide that prompt notice shall be 25 given of any exercise of such authority and that such notice

49-480 752

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1 shall be accompanied by written reasons. The functions 2 exercised by the President under this subsection are excluded

3 from the operation of subchapter II of chapter 5 of title 5, 4 United States Code."

5 SEC. 4. Section 14 of the Securities Exchange Act of 6 1934 (15 U.S.C. 78n) is amended by adding at the end 7 thereof the following new subsection:

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"(g) (1) (A) Every holder of record of any security of 9 a class described in section 13 (d) (1) of this title holding 10 such security for the account of another person shall file 11 reports with the issuer of such securities in such form, at 12 such times, and containing such information with respect 13 to the identity, residence, and nationality of the beneficial 14 owner of such securities and any person (other than the 15 beneficial owner) possessing sole or shared authority to 16 exercise the voting rights evidenced by such securities, as 17 the Commission, by rule, may prescribe.

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"(B) Every person for whom a second person is hold19 ing any security of a class described in section 13 (d) (1) of 20 this title who, in turn, is holding such securities for the 21 account of a third person shall file reports with such second 22 person in such form, at such times, and containing such 23 information with respect to the identity, residence, and na24 tionality of the beneficial owner of such securities and any 25 person (other than the beneficial owner) possessing sole or