Page:United States Statutes at Large Volume 68 Part 1.djvu/719

 68

STAT.]

687

PUBLIC LAW 577-AUG. 10, 1954

(b) Paragraph (2) of section 303 of the Trust Indenture Act of 1939 is amended to read as follows: "(2) The terms 'sale', 'sell', 'offer to sell', 'offer for sale', and 'offer' shall include all transactions included in such terms as provided in paragraph (3) of section 2 of the Securities Act of 1933, except that an offer or sale of a certificate of interest or participation snail be deemed an offer or sale of the security or securities in which such certificate evidences an interest or participation if and only if such certificate gives the holder thereof the right to convert the same into such security or securities." (c) Paragraph (3) of section 303 of the Trust Indenture Act of 1939 is amended to read as follows: "(3) The term 'prospectus' shall have the meaning assigned to such term in paragraph (10) of section 2 of the Securities Act of 1933, except that in the case of securities which are not registered under the Securities Act of 1933, such term shall not include any communication (A) if it is proved that prior to or at the same time with such communication a written statement if any required by section 306 was sent or given to the persons to whom the communication was made, or (B) if such communication states from whom such statement may be obtained (if such statement is required by rules or regulations under paragraphs (1) or (2) of subsection (b) of section 306) and, in addition, does no more than identify the security, state the price thereof, state by whom orders w411 be executed and contain such other information as the Commission, by rules or regulations deemed necessary or appropriate in the public interest or for the protection of investors, and subject to such terms and conditions as may be prescribed therein, may permit." (d) Paragraph (4) of section 303 of the Trust Indenture Act of 1939 is amended by inserting the words "offers or" before the word "sells". SEC. 302. Subsection (b) of section 304 of the Trust Indenture Act of 1939 is amended by deleting the following: "as heretofore amended,". SEC. 303. Subsection (c) of section 305 of the Trust Indenture Act of 1939 is amended to read as follows: "(c) A prospectus relating to any such security shall include to the extent the Commission may prescribe by rules and regulations as necessary and appropriate in the public interest or for the protection of investors, as though such inclusion were required by section 10 of the Securities Act of 1933, a written statement containing the analysis set forth in the registration statement, of any indenture provisions with respect to the matters specified in paragraph (2) of subsection (a) of this section, together with a supplementary analysis, prepared by the Commission, of such provisions and of the effect thereof, if, in the opinion of the Commission, the inclusion of such supplementary analysis is necessary or appropriate in the public interest or for the protection of investors, and the Commission so declares by order after notice and, if demanded by the issuer, opportunity for hearing thereon. Such order shall be entered prior to the effective date of registration, except that if opportunity for hearing thereon is demanded by the issuer such order shall be entered within a reasonable time after such opportunity for hearing." SEC. 304. Section 306 of the Trust Indenture Act of 1939 is amended to read as follows:

'Sale' Ante, p. 683.

IS u s e 77ccc. "Prospectus." Ante, p. 683. 15 USC 77a.

Poat, p. 688.

15 USC 77ccc.

15 USC 77ddd.

15 USC 77eee.

Ante, p. 685.

15 USC 77fff.

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