Page:Federal Register, Vol. 1, No. 1.pdf/16

16 Upon the completion of the taking of testimony in this matter, the officer conducting said hearing is directed to close the hearing and make his report to the Commission.

By the Commission.

[SEAL]

The Securities and Exchange Commision, deeming it necessary for the exercise of the functions vested in it and necessary and appropriate in the public interest and for the protection of investors to do so, pursuant to authority conferred upon it by the Securities Exchange Act of 1934, particularity Sections 13 and 23 (a) thereof, hereby adopts the following rule:

KA4. Annual Reports by Issuers Registering Securities on Form 8-B.}} (a) A registrant which registers securities on Form 8-B shall file an annual report pursuant to the provisions of Rules KA1 and KA2 for its predecessor, if only one, or, if there was a group of predecessors, for the parent company in such group, covering the last full fiscal year of such predecessor prior to the registrant’s succession, if such year ended on or after December 31, 1935, and if such report is not filed by such predecessor. Such annual report shall contain the information that would have been required if it were being filed by such predecessor. A similar separate report shall also be filed for any predecessor which was a subsidiary in a group of predecessors and had securities registered.

(b) The first annual report, other than a report required by paragraph (a) of this rule, filed pursuant to Rule KA1 by a registrant having securities registered on Form 8-B shall include information regarding the single predecessor or parent predecessor referred to in paragraph (a) of this rule for the period from the close of the last fiscal year of such predecessor prior to the registrant's succession to the date of succession, as if the registrant had been such predecessor during that period. Information shall likewise be included in such first annual report, in the same manner, regarding each predecessor which was a subsidiary in a group of of predecessors and has securities registered.

The foregoing rule shall be effective March 12, 1936.

Certified by a true copy of the original.

[SEAL]

The Securities and Exchange Commission, finding—

(1) that the requirement of Form 8-B, as more specifically defined in the instruction book accompanying that for, are necessary and appropriate in the public interest and for the protection of investors, and that, insofar as the information required by such form and instruction book is not within the provisions of Section 12(b) of the Securities Exchange Act of 1934, it is of a character comparable to such information and is applicable to the class of issuers and securities for which such form is prescribed; and

(2) that the exhibits required by such instruction book are necessary and appropriate for the proper protection of investors and to insure fair dealing in the securities registered on Form 8-B.

pursuant to authority conferred upon it by the Securities Exchange Act of 1934, particularly sections 12 and 23 (a) thereof, hereby adopts Form 8-B and the instruction book accompanying Form 8-B.

The Securities and Exchange Commission, pursuant to authority conferred upon it by the Securities Exchange Act of 1934, particularly Sections 12 and 23 (a) thereof, hereby amends Rule JB1 by inserting immediately after the paragraph under the caption "Form 8-A for Additional Securities" the following paragraph:

(a) (I) The registrant, having no assets at the time other than the nominal assets, succeeded to a single predecessor which had securities registered pursuant to Section 12(b) and (c) of the Act on the exchange or exchanges on which registration is applied for on this form; or

(II) The registrant was organized as the successor to, or, having no assets at the time other than nominal assets, succeeded to, a group of predecessors consisting of a parent which had securities so registered and one or more wholly owned subsidiaries of such parent; or

(III) The registrant was a wholly owned subsidiary of a corporation having securities so registered, which corporation, either alone or with one or more of its other wholly owned subsidiaries, was merged with the registrant.

(b) Substantially all of the securities to be registered on this form were or are to be issued in exchange for or otherwise in respect of previously registered securities of one or more of the predecessors, or are securities which, having been previously registered, have become or are to become securities of the registrant by operation of law or otherwise upon the succession.

(c) The registrant acquired all the assets and assumed all the liabilities of its predecessor or predecessors.

(d) Except for such changes as may have resulted (A) from the substitution of issuers incident to the succession, or (B) from changes in capital stock liability per share, or (C) from the issuance of securities in satisfaction of dividends or interest in arrears on securities of predecessors, the capital structure of registrant immediately following the succession was substantially the same as the capital structure of the predecessors, or in a case falling within paragraph (a) (III) above, the combined capital structure of all the constituent corporations.

The term "wholly-owned subsidiary" as used in this rule refers to a subsidiary substantially all the outstanding of which is held, directly or indirectly, by a single parent.

The foregoing amendment shall be effective March 12, 1936.

Certified to be a true copy of the original.

[SEAL]

[Form 8B and the Instruction Book for Form 8B were filed with the Division of the Federal Register; copies are available upon application to the Securities and Exchange Commission.]