[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

[[Page 653]]

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

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[[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/.