Page:United States Statutes at Large Volume 48 Part 1.djvu/100

 74 May 27, 1933. _ [H .R.5480.] [Public, No. 22 .] Socunties Act of 1933. 11-t, p. 1026. Title cited. Definitions. "I secu rity ." Post, p 905. 'Person ." "Trust ." "Sale," etc . Preliminaries not in- clu ded . Security given with purchase considered part of subject . Is sue of secu rity with right to convert . When conversion right exercised . "Issu er ." 73d CONGRESS . SESS. I. CII. 38. MAY 27, 1933 . [CHAPTER 38 .1 AN ACT To provide full and fair disclosure of the character of securities sold in interstate and foreign commerce and through the mails, and to prevent frauds in the sale thereof, and for other purposes . Be it enacted by the Senate and House of Representatives of the United States of America in Congress assembled, TITLE I SHORT TITLE SECTION 1 . This title may be cited as the " Securities Act of 1933 ". DEFINITIONS SEC . 2 . When used in this title, unless the context otherwise requ ire s- (1) The term " security " means any note, stock, treasury stock, bond, debenture, evidence of indebtedness, certificate of interest or partic ipatio n in a ny pro fit-sh aring agreeme nt, co llater al-tru st cer - tificate, preorganization certificate or subscription, transferable share, investment contract, voting-trust certificate, certificate of interest in property, tangibl e or inta ngible, o r, in general, any instrument com- monly known as a security, or any certificate of interest or participa- tion in, temporary or interim certificate for, receipt for, or warrant or right to subscribe to or purchase, any of the foregoing. (2) The term " person " means an individual, a corporation, a partnership, an association, a joint-stock company, a trust, any unin- corporated organization, or a government or political subdivision thereof. As used in this paragraph the term " trust " shall include only a t rust wher e the int erest or interest s of the beneficia ry or ben e- ficiaries are evidenced by a security. (3) The term "sale","sell ", "offer to sell", or "offer for sale" shall inc lude ever y contrac t of sale or dispo sition of, attempt or offer to dispose of, or solicitation of an offer to buy, a security or interest in a security, for value ; except that such terms shall not include preli minar y neg otia tions or a gree ments betw een a n is suer and a ny underwriter. Any security given or delivered with, or as a bonus on account of, any purchase of securities or any other thing, shall be conclusively presumed to constitute a part of the subject of such purchase and to have been sold for value. The issue or transfer of a right or privilege, when originally issued or transferred with a security, giving the holder of such security the right to convert such security into another security of the same issuer or of another person, or giving a right to subscribe to another security of the same issuer or of another person, which right cannot be exercised until some future date, shall not be deemed to be a sale of such other security ; but the issue or transfer of such other security upon the exercise of such righ t of conv ersion or subscrip tion shal l be deem ed a sale of such other security. (4) The term " issuer " means every person who issues or proposes to issue any security or who guarantees a security either as to prin- cipal or income ; except that with respect to certificates of deposit, vot ing-trust certif icates, or colla teral-trust cert ificates, or wit h respect to certificates of interest or shares in an unincorporated investment trust not having a board of directors (or persons performing similar functions) or of the fixed, restricted management, or unit type, the