    [United States Government Manual]
    [May 30, 1997]
    [Pages 652-658]
    [From the U.S. Government Publishing Office, www.gpo.gov]

    SECURITIES AND EXCHANGE COMMISSION

    450 Fifth Street NW., Washington, DC 20549
    Phone, 202-942-4150

    Chairman                                          Arthur Levitt
    Commissioners                                     Steven M.H. Wallman,
                                                              Norman S.
                                                              Johnson, Isaac
                                                              C. Hunt, Jr.,
                                                              (vacancy)
    Secretary                                         Jonathan G. Katz
    Executive Director                                James M. McConnell
    Chief of Staff                                    Jennifer Scardino
    General Counsel                                   Richard H. Walker
    Director, Division of Corporation Finance         Brian J. Lane
    Director, Division of Enforcement                 William R. McLucas
    Director, Division of Investment Management       Barry P. Barbash
    Director, Division of Market Regulation           Richard R. Lindsey
    Director, Office of Compliance Inspections and    Lori A. Richards
            Examinations
    Chief Accountant                                  Michael H. Sutton
    Chief Administrative Law Judge                    Brenda P. Murray
    Chief Economist                                   Eric R. Sirri
    Director, Office of International Affairs         Marisa Lago

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    Director, Office of Municipal Securities          Paul S. Maco
    Director, Office of Public Affairs, Policy        (vacancy)
            Evaluation, and Research
    Director, Office of Legislative Affairs           Kaye F. Williams
    Inspector General                                 Walter Stachnik
    Director, Office of Equal Employment Opportunity  Victor H. Tynes, Jr.
    Director, Office of Investor Education and        Nancy M. Smith
            Assistance
    Associate Executive Director, Office of           Fernando L. Alegria,
            Administrative and Personnel Management           Jr.
    Associate Executive Director, Office of the       James Donahue
            Comptroller
    Associate Executive Director, Office of Filings   Wilson A. Butler
            and Information Services
    Associate Executive Director, Office of           Michael E. Bartell
            Information Technology

    [For the Securities and Exchange Commission statement of organization,
            see the Code of Federal Regulations, Title 17, Part 200]

    ------------------------------------------------------------------------

    The Securities and Exchange Commission administers Federal securities
    laws that seek to provide protection for investors; to ensure that
    securities markets are fair and honest; and, when necessary, to provide
    the means to enforce securities laws through sanctions.

    The Securities and Exchange Commission was created under authority of
    the Securities Exchange Act of 1934 (15 U.S.C. 78a-78jj) and was
    organized on July 2, 1934. The Commission serves as adviser to United
    States district courts in connection with reorganization proceedings for
    debtor corporations in which there is a substantial public interest. The
    Commission also has certain responsibilities under section 15 of the
    Bretton Woods Agreements Act of 1945 (22 U.S.C. 286k-1) and section
    851(e) of the Internal Revenue Code of 1954 (26 U.S.C. 851(e)).
        The Commission is vested with quasi-judicial functions. Persons
    aggrieved by its decisions in the exercise of those functions have a
    right of review by the United States courts of appeals.

    Activities

    Full and Fair Disclosure  The Securities Act of 1933 (15 U.S.C. 77a)
    requires issuers of securities and their controlling persons making
    public offerings of securities in interstate commerce or through the
    mails, directly or by others on their behalf, to file with the
    Commission registration statements containing financial and other
    pertinent data about the issuer and the securities being offered. It is
    unlawful to sell such securities unless a registration statement is in
    effect. There are limited exemptions, such as government securities,
    nonpublic offerings, and intrastate offerings, as well as certain
    offerings not exceeding $1.5 million. The effectiveness of a
    registration statement may be refused or suspended after a public
    hearing if the statement contains material misstatements or omissions,
    thus barring sale of the securities until it is appropriately amended.
        Registration of securities does not imply approval of the issue by
    the Commission or that the Commission has found the registration
    disclosures to be accurate. It does not insure investors against loss in
    their purchase, but serves rather to provide information upon which
    investors may make an informed and realistic evaluation of the worth of
    the securities.
        Persons responsible for filing false information with the Commission
    subject themselves to the risk of fine or imprisonment or both.
    Similarly, persons

    [[Page 654]]

    [[Page 655]]

    connected with the public offering may be liable for damages to
    purchasers of the securities if the disclosures in the registration
    statement and prospectus are materially defective. Also, the above act
    contains antifraud provisions that apply generally to the sale of
    securities, whether or not registered (15 U.S.C. 77a et seq.).

    Regulation of Securities Markets  The Securities Exchange Act of 1934
    assigns to the Commission broad regulatory responsibilities over the
    securities markets, the self-regulatory organizations within the
    securities industry, and persons conducting a business in securities.
    Persons who execute transactions in securities generally are required to
    register with the Commission as broker-dealers. Securities exchanges and
    certain clearing agencies are required to register with the Commission,
    and associations of brokers or dealers are permitted to register with
    the Commission. The act also provides for the establishment of the
    Municipal Securities Rulemaking Board to formulate rules for the
    municipal securities industry.
        The Commission oversees the self-regulatory activities of the
    national securities exchanges and associations, registered clearing
    agencies, and the Municipal Securities Rulemaking Board. In addition,
    the Commission regulates industry professionals, such as securities
    brokers and dealers, certain municipal securities professionals,
    government securities brokers and dealers, and transfer agents.
        The act authorizes national securities exchanges, national
    securities associations, clearing agencies, and the Municipal Securities
    Rulemaking Board to adopt rules that are designed, among other things,
    to promote just and equitable principles of trade and to protect
    investors. The Commission is required to approve or disapprove most
    proposed rules of these self-regulatory organizations and has the power
    to abrogate or amend existing rules of the national securities
    exchanges, national securities associations, and the Municipal
    Securities Rulemaking Board.
        In addition, the Commission has broad rulemaking authority over the
    activities of brokers, dealers, municipal securities dealers, securities
    information processors, and transfer agents. The Commission may regulate
    such securities trading practices as short sales and stabilizing
    transactions. It may regulate the trading of options on national
    securities exchanges and the activities of members of exchanges who
    trade on the trading floors. The Commission may adopt rules governing
    broker-dealer sales practices in dealing with investors. The Commission
    also is authorized to adopt rules concerning the financial
    responsibility of brokers and dealers and reports made by them.
        The act also requires the filing of registration statements and
    annual and other reports with national securities exchanges and the
    Commission by companies whose securities are listed upon the exchanges,
    and by companies that have assets of $5 million or more and 500 or more
    shareholders of record. In addition, companies that distributed
    securities pursuant to a registration statement declared effective by
    the Commission under the Securities Act of 1933 must also file annual
    and other reports with the Commission. Such applications and reports
    must contain financial and other data prescribed by the Commission as
    necessary or appropriate for the protection of investors and to ensure
    fair dealing. In addition, the solicitation of proxies, authorizations,
    or consents from holders of such registered securities must be made in
    accordance with rules and regulations prescribed by the Commission.
    These rules provide for disclosures to securities holders of information
    relevant to the subject matter of the solicitation.
        Disclosure of the holdings and transactions by officers, directors,
    and large (10-percent) holders of equity securities of companies also is
    required, and any and all persons who acquire more than 5 percent of
    certain equity securities are required to file detailed information with
    the Commission and any exchange upon which such securities may be
    traded. Moreover, any

    [[Page 656]]

    person making a tender offer for certain classes of equity securities is
    required to file reports with the Commission if, as a result of the
    tender offer, such person would own more than 5 percent of the
    outstanding shares of the particular class of equity security involved.
    The Commission also is authorized to promulgate rules governing the
    repurchase by a corporate issuer of its own securities.

    Regulation of Mutual Funds and Other Investment Companies  The
    Investment Company Act of 1940 (15 U.S.C. 80a-1--80a-64) requires
    investment companies to register with the Commission and regulates their
    activities to protect investors. The regulation covers sales load,
    management contracts, composition of boards of directors, and capital
    structure.
        The act prohibits investment companies from engaging in various
    transactions, including transactions with affiliated persons, unless the
    Commission first determines that such transactions are fair. In
    addition, the act provides a somewhat parallel but less stringent
    regulation of business development companies.
        Under the act, the Commission may institute court action to enjoin
    the consummation of mergers and other plans of reorganization of
    investment companies if such plans are unfair to securities holders. It
    also may impose sanctions by administrative proceedings against
    investment company management for violations of the act and other
    Federal securities laws and file court actions to enjoin acts and
    practices of management officials involving breaches of fiduciary duty
    and personal misconduct and to disqualify such officials from office.

    Regulation of Companies Controlling Utilities  The Public Utility
    Holding Company Act of 1935 (15 U.S.C. 79a--79z-6) provides for
    regulation by the Commission of the purchase and sale of securities and
    assets by companies in electric and gas utility holding company systems,
    their intrasystem transactions and service, and management arrangements.
    It limits holding companies to a single coordinated utility system and
    requires simplification of complex corporate and capital structures and
    elimination of unfair distribution of voting power among holders of
    system securities.
        The issuance and sale of securities by holding companies and their
    subsidiaries, unless exempt (subject to conditions and terms that the
    Commission is empowered to impose) as an issue expressly authorized by
    the State commission in the State in which the issuer is incorporated,
    must be found by the Commission to meet certain statutory standards.
        The purchase and sale of utility properties and other assets may not
    be made in contravention of rules, regulations, or orders of the
    Commission regarding the consideration to be received, maintenance of
    competitive conditions, fees and commissions, accounts, disclosure of
    interest, and similar matters. In passing upon proposals for
    reorganization, merger, or consolidation, the Commission must be
    satisfied that the objectives of the act generally are complied with and
    that the terms of the proposal are fair and equitable to all classes of
    securities holders affected.

    Regulation of Investment Advisers  The Investment Advisers Act of 1940
    (15 U.S.C. 80b-1--80b-21) provides that persons who, for compensation,
    engage in the business of advising others with respect to securities
    must register with the Commission. The act prohibits certain fee
    arrangements, makes fraudulent or deceptive practices on the part of
    investment advisers unlawful, and requires, among other things,
    disclosure of any adverse personal interests the advisers may have in
    transactions that they effect for clients. The act authorizes the
    Commission, by rule, to define fraudulent and deceptive practices and
    prescribe means to prevent those practices.

    Rehabilitation of Failing Corporations  Chapter 11, section 1109(a), of
    the Bankruptcy Code (11 U.S.C. 1109) provides for Commission
    participation as a statutory party in corporate reorganization
    proceedings administered in Federal courts. The principal functions

    [[Page 657]]

    of the Commission are to protect the interests of public investors
    involved in such cases through efforts to ensure their adequate
    representation, and to participate in legal and policy issues that are
    of concern to public investors generally.

    Representation of Debt Securities Holders  The interests of purchasers
    of publicly offered debt securities issued pursuant to trust indentures
    are safeguarded under the provisions of the Trust Indenture Act of 1939
    (15 U.S.C. 77aaa-77bbbb). This act, among other things, requires the
    exclusion from such indentures of certain types of exculpatory clauses
    and the inclusion of certain protective provisions. The independence of
    the indenture trustee, who is a representative of the debt holder, is
    assured by proscribing certain relationships that might conflict with
    the proper exercise of his duties.

    Enforcement Activities  The Commission's enforcement activities are
    designed to secure compliance with the Federal securities laws
    administered by the Commission and the rules and regulations adopted
    thereunder. These activities include measures to:
        --compel obedience to the disclosure requirements of the
    registration and other provisions of the acts;
        --prevent fraud and deception in the purchase and sale of
    securities;
        --obtain court orders enjoining acts and practices that operate as a
    fraud upon investors or otherwise violate the laws;
        --suspend or revoke the registrations of brokers, dealers,
    investment companies, and investment advisers who willfully engage in
    such acts and practices;
        --suspend or bar from association persons associated with brokers,
    dealers, investment companies, and investment advisers who have violated
    any provision of the Federal securities laws; and
        --prosecute persons who have engaged in fraudulent activities or
    other willful violations of those laws.
        In addition, attorneys, accountants, and other professionals who
    violate the securities laws face possible loss of their privilege to
    practice before the Commission.
        To this end, private investigations are conducted into complaints or
    other indications of securities violations. Evidence thus established of
    law violations is used in appropriate administrative proceedings to
    revoke registration or in actions instituted in Federal courts to
    restrain or enjoin such activities. Where the evidence tends to
    establish criminal fraud or other willful violation of the securities
    laws, the facts are referred to the Attorney General for criminal
    prosecution of the offenders. The Commission may assist in such
    prosecutions.

                              Regional/District Offices--Securities and Exchange Commission
                                    (R: Regional Director; D: District Administrator)
    ----------------------------------------------------------------------------------------------------------------
             Region/District                      Address                         Officer                Telephone
    ----------------------------------------------------------------------------------------------------------------
    Northeast
      New York, NY..................  Suite 1300, 7 World Trade       Carmen J. Lawrence (R)            202-748-8000
                                       Ctr., 10048
      Boston, MA....................  Suite 600, 73 Tremont St.,      Juan Marcel Marcelino (D)         617-424-5900
                                       02108-3912
      Philadelphia, PA..............  Suite 1005 E., 601 Walnut St.,  Ronald C. Long (D)                215-597-3100
                                       19106-3322

    Southeast
      Miami, FL.....................  Suite 200, 1401 Brickell Ave.,  Charles V. Senatore (R)           305-536-4700
                                       33131
      Atlanta, GA...................  Suite 1000, 3475 Lenox Rd.      Richard P. Wessel (D)             404-842-7600
                                       NE., 30326-1232

    Midwest
      Chicago, IL...................  Suite 1400, 500 W. Madison      Mary Keefe (R)                    312-353-7390
                                       St., 60661-2511

    Central
      Denver, CO....................  Suite 4800, 1801 California     Daniel F. Shea (R)                303-844-1000
                                       St., 80202-2648

      Fort Worth, TX................  Suite 1900, 801 Cherry St.,     Harold F. Degenhardt (D)          817-978-3821
                                       76102
      Salt Lake City, UT............  Suite 500, 50 S. Main St.,      Kenneth D. Israel, Jr. (D)        801-524-5796
                                       84144-0402

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    Pacific
      Los Angeles, CA...............  Suite 1100, 5670 Wilshire       Elaine M. Cacheris (R)            213-965-3998
                                       Blvd., 90036-3648
      San Francisco, CA.............  Suite 1100, 44 Montgomery St.,  David B. Bayless (D)              415-705-2500
                                       94104
    ----------------------------------------------------------------------------------------------------------------

    Sources of Information

    Inquiries regarding the following matters should be directed to the
    appropriate office, Securities and Exchange Commission, 450 Fifth Street
    NW., Washington, DC 20549.

    Consumer Activities  Publications detailing the Commission's activities,
    which include material of assistance to the potential investor, are
    available from the Publications Unit. In addition, the Office of
    Investor Education and Assistance answers questions from investors,
    assists investors with specific problems regarding their relations with
    broker-dealers and companies, and advises the Commission and other
    offices and divisions regarding problems frequently encountered by
    investors and possible regulatory solutions to such problems. Phone,
    202-942-7040. Toll-free consumer information line, 1-800-SEC-0330. Fax,
    202-942-9634.

    Contracts  Contact the Office of Administrative and Personnel
    Management. Phone, 202-942-4000.

    Electronic Access  Information on the Commission is available through
    the Internet, at http://www.sec.gov/.

    Employment  With the exception of the attorney category, positions are
    in the competitive civil service and are filled generally by selection
    from lists of eligibles established as a result of appropriate civil
    service examinations. The Commission operates a college and law school
    recruitment program, including on-campus visitations for interview
    purposes. Inquiries should be directed to the Office of Administrative
    and Personnel Management. Phone, 202-942-4000. Fax, 202-914-0592.

    Investor Information and Protection  Complaints and inquiries may be
    directed to headquarters or to any regional or district office.
    Registration statements and other public documents filed with the
    Commission are available for public inspection in the public reference
    room at the home office. Much of the information also is available at
    the Northeast and Midwest regional offices. Copies of the public
    material may be purchased from the Commission's contract copying service
    at prescribed rates.

    Publications  Official Summary--A monthly summary of securities
    transactions and holding of officers, directors, and principal
    stockholders ($30 per issue) is available through the Superintendent of
    Documents, Government Printing Office, Washington, DC 20402. Phone, 202-
    512-1800.

    Reading Rooms  The Commission maintains a public reference room and also
    a library (phone, 202-942-7090; fax, 202-942-9629), where additional
    information may be obtained.

    Small Business Activities  Information on securities laws that pertain
    to small businesses in relation to securities offerings may be obtained
    from the Commission. Phone, 202-942-2950.

    For further information, contact the Office of Public Affairs,
    Securities and Exchange Commission, 450 Fifth Street NW., Washington, DC
    20549. Phone, 202-942-0020. Fax, 202-942-9654. Internet, http://
    www.sec.gov/.