PUBLIC LAW 90-439-JULY 29, 1968
Public Law 90-439 July 29, 1968 1 ^ ^^°J ^-
AN ACT Providing for full disclosure of corporate equity ownership of securities under the Securities Exchange Act of 1934.
Be it enacted by the Senate and House of Representatives of the Securities ExUnited States of America in Congress assembled, That section 12(i) change Act of 1934r°amendment. of the Sscurities Exchaiige Act of 1934 is amended by striking out 78 Stat. 568. "sections 12, 13, 14(a), 14(c), and 16" and inserting in lieu thereof 15 USC 78Z. "sections 12,13,14(a), 14(c), 14(d), 14(f), and 16". 15 USC 7^ 8m ^^^^'?' ^^^^i^n 13 of the Securities Exchange Act of 1934 is amended "*• by adding at the end thereof the following new subsections: " (d)(1) Any person who, after acquiring directly or indirectly the beneficial ownership of any equity security of a class which is registered pursuant to section 12 of this title or any equity security issued by a closed-end investment company registered under the Investment 15 us^c 8'oa 51 Company Act of 1940, is directly or indirectly the beneficial owner of more than 10 per centum of such class shall, within ten days after such acquisition, send to the issuer of the security at its principal executive office, by registered or certified mail, send to each exchange where the security is traded, and file with the Commission, a statement containing such of the following information, and such additional information, as the Commission may by rules and regulations prescribe as necessary or appropriate in the public interest or for the protection of investors— " (A) the background and identity of all persons by whom or on whose behalf the purchases have been or are to be effected; " (B) the source and amount of the funds or other consideration used or to be used in making the purchases, and if any part of the purchase price or proposed purchase price is represented or is to be represented by funds or other consideration borrowed or otherwise obtained for the purpose of acquiring, holding, or trading such security, * description of the transaction and the names of the parties thereto, except that where a source of funds is a loan made in the ordinary course of business by a bank, as 48 Stat. 883. defined in section 3(a)(6) of this title, if the person filing such 15 USC 78c. statement so requests, the name of the bank shall not be made available to the public; " (C) if the purpose of the purchases or prospective purchases is to acquire control of the business of the issuer of the securities, any plans or proposals which such persons may have to liquidate such issuer, to sell its assets to or mer^e it with any other persons, or to make any other major change in its business or corporate structure; " (D) the number of shares of such security which are beneficially owned, and the number of shares concerning which there is a ri^ht to acquire, directly or indirectly, by (i) such person, and (ii) by each associate oi such person, giving the name and address of each such associate; and " (E) information as to any contracts, arrangements, or understandings with any person with respect to any securities of the issuer, including but not limited to transfer of any of the securities, joint ventures, loan or option arrangements, puts or calls, guaranties of loans, guaranties against loss or guaranties of profits, division of losses or profits, or the giving or withholding of proxies, naming the persons with whom such contracts^ arrangements, or understandings have been entered into, and giving the details thereof.