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$--15 Reg. 'f-56 IITERPm!'JlOI Ql MAW (Copies to be sent ~. MQJJL.t\'l'IQI 414 to all Feder$1 reserve ~:s) . June 7, 1937. Mr. ' Vice President and Secretar,y, Federal·Reserve Bank of ___, ___________, -------Dear Mr. - - - - '• Reference is made to Mr. letter of May 5,. ·1957, regarding the time as of which certain securities recently issued by - - - - Corporation should be considered to ha"Ve acquired loan value under Regulation T. · · It is understood that on March 17, 1937 the Stock Exclumge certified to the Securities and Exchange Commission its approval of the list::.ng and res:tstration of th~se securities bt~.t that, at the re.:;.uest of the compa.lly', the Stock Ex:cha.nce temporarily deferred calling the securities tor ~ on the exchange. Under the· P.pplicable proviSiOnS of section l2(d) Of th8 Securities Exchange Act, the registration of these securities would ordinarily become effective on April 17, 1937 at which time they would acquire loan value as registered securities, and it appears that the 0.~. question in this connection is whether this is a1 tered by the failure of 't:.bde securities to be called for trading. A copy of Mr. letter and inclQSUre were referred to the Securities and Exchange Commission for an expression . or 1 ts views on the matter. There is inclosed a COPT or a aelt-expl.anatorr letter~ dated May 25, from Mr. Chester '1'. t.a.pe 1 Assistant 0.82"al Counsel of the Commission, from which it will be noted that Mr. Lane is of the opinion that it is not neceasary that a securi'GY' be admitted to trading on a national securities achanae in order .that it may be considered to be registered thereon within the meaning of Section 12 of the Securities Exohange Act, and that, in the instant case, the securities of the --~~ Compar;~¥ described in the correspondence 'became registered on a national securi ti<.lS exchange as of April 17, 19S7. Tho Board sees no reason to differ with the views expressed by Counsel for the Securities and txcbance Commisaion and is ot the opinion that the securi ti&s in question ahould be considered to have acquired on April 17, 1957, tor the purposes of RegW.ation T, the status of regiatcred securities and to have acquired accordingly the loan value prescribed by the regulation. Very truly yours, (Signed) Inclosure. L. J?. Bethea L. P. Bethea, Assistant Secretary. S-15-a Rt"3g. T-56 SECURITIES AND EXC~TGE 415 COMMISSION Washington May 25, 1957. Board of·Governors of the Federal Reserve System, Washington, D. c. Re: - - - - Compal\1 Gentlemen: This is with referonco to your letter of May 19, 1957, in which you present an inquir.y received from the Federal Rosorve Bank of concerning ·tho time as of which securities issued by the above company should be cons~dered to be registered on a national securities exchange. ~ I understand that on March 27, 1957~ the Company issued 5,986,641 shares of common stock, $7 1 664,100 principal amount of fifteen year 4% sinking fund debentures, and common stock purchase warrants evidencing ~ights to purehase 1 1 205,261 Shares of no par value common stock. The Stock Exchange certified to the Commission its approval of the listing and registration of these securities on March 17, 1957. In accordance with the applicable provisions of Section 12(d) of the Securities Exchange Act, the registration of these securities became effective on April 17, 1957. However, at the request of the com~, the Stock Exchange has temporarily deferred calling the issue for trading on that exchange. The question presented is whether tbe securities should be deemed to be registered on a national securities exchange even though not admitted to trading thereon. In my opinion, it is not necessary that a securi'GY be admitted to trading on a national securities exchange in order that it may be considered to be registered thereon Jd thin the meaning of Section 12 of the Securities Exchange Act. In the instant case, it would appear that the statutory requirements have been fully complied with and 1t is, therefore, DtY opinion tha. t the securities of the Com~ described in your letter became registered on a national sectirities exchange as of April 17, 1957. You will appreciate that the views expressed herein constitute only a statement of ley' op~on as counsel to the Commission and do not involve an, ruling b.1 tbe Commission. Very truly yours, For Allen E. Throop, General Counsel: (Signed) Chester T. Lane Chester T. Lane,. Assistant General Counsel.
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