§ 77eee. — Securities required to be registered under Securities Act.
[Laws in effect as of January 24, 2002]
[Document not affected by Public Laws enacted between
January 24, 2002 and December 19, 2002]
[CITE: 15USC77eee]
TITLE 15--COMMERCE AND TRADE
CHAPTER 2A--SECURITIES AND TRUST INDENTURES
SUBCHAPTER III--TRUST INDENTURES
Sec. 77eee. Securities required to be registered under
Securities Act
(a) Information required
Subject to the provisions of section 77ddd of this title, a
registration statement relating to a security shall include the
following information and documents, as though such inclusion were
required by the provisions of section 7 of the Securities Act of 1933
[15 U.S.C. 77g]--
(1) such information and documents as the Commission may by
rules and regulations prescribe in order to enable the Commission to
determine whether any person designated to act as trustee under the
indenture under which such security has been or is to be issued is
eligible to act as such under subsection (a) of section 77jjj of
this title; and
(2) an analysis of any provisions of such indenture with respect
to (A) the definition of what shall constitute a default under such
indenture, and the withholding of notice to the indenture security
holders of any such default, (B) the authentication and delivery of
the indenture securities and the application of the proceeds
thereof, (C) the release or the release and substitution of any
property subject to the lien of the indenture, (D) the satisfaction
and discharge of the indenture, and (E) the evidence required to be
furnished by the obligor upon the indenture securities to the
trustee as to compliance with the conditions and covenants provided
for in such indenture.
The information and documents required by paragraph (1) of this
subsection with respect to the person designated to act as indenture
trustee shall be contained in a separate part of such registration
statement, which part shall be signed by such person. Such part of the
registration statement shall be deemed to be a document filed pursuant
to this subchapter, and the provisions of sections 11, 12, 17, and 24 of
the Securities Act of 1933 [15 U.S.C. 77k, 77l, 77q, 77x] shall not
apply to statements therein or omissions therefrom.
(b) Refusal of registration statement
(1) Except as may be permitted by paragraph (2) of this subsection,
the Commission shall issue an order prior to the effective date of
registration refusing to permit such a registration statement to become
effective, if it finds that--
(A) the security to which such registration statement relates
has not been or is not to be issued under an indenture; or
(B) any person designated as trustee under such indenture is not
eligible to act as such under subsection (a) of section 77jjj of
this title;
but no such order shall be issued except after notice and opportunity
for hearing within the periods and in the manner required with respect
to refusal orders pursuant to section 8(b) of the Securities Act of 1933
[15 U.S.C. 77h(b)]. If and when the Commission deems that the objections
on which such order was based have been met, the Commission shall enter
an order rescinding such refusal order, and the registration shall
become effective at the time provided in section 8(a) of the Securities
Act of 1933 [15 U.S.C. 77h(a)], or upon the date of such rescission,
whichever shall be the later.
(2) In the case of securities registered under the Securities Act of
1933 [15 U.S.C. 77a et seq.], which securities are eligible to be
issued, offered, or sold on a delayed basis by or on behalf of the
registrant, the Commission shall not be required to issue an order
pursuant to paragraph (1) of subsection (b) of this section for failure
to designate a trustee eligible to act under subsection (a) of section
77jjj of this title if, in accordance with such rules and regulations as
may be prescribed by the Commission, the issuer of such securities files
an application for the purpose of determining such trustee's eligibility
under subsection (a) of section 77jjj of this title. The Commission
shall issue an order prior to the effective date of such application
refusing to permit the application to become effective, if it finds that
any person designated as trustee under such indenture is not eligible to
act as such under subsection (a) of section 77jjj of this title, but no
order shall be issued except after notice and opportunity for hearing
within the periods and in the manner required with respect to refusal
orders pursuant to section 8(b) of the Securities Act of 1933 [15 U.S.C.
77h(b)]. If after notice and opportunity for hearing the Commission
issues an order under this provision, the obligor shall within 5
calendar days appoint a trustee meeting the requirements of subsection
(a) of section 77jjj of this title. No such appointment shall be
effective and such refusal order shall not be rescinded by the
Commission until a person eligible to act as trustee under subsection
(a) of section 77jjj of this title has been appointed. If no order is
issued, an application filed pursuant to this paragraph shall be
effective the tenth day after filing thereof or such earlier date as the
Commission may determine, having due regard to the adequacy of
information provided therein, the public interest, and the protection of
investors.
(c) Information required in prospectus
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 [15 U.S.C. 77j], 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.
(d) Applicability of other statutory provisions
The provisions of sections 11, 12, 17, and 24 of the Securities Act
of 1933 [15 U.S.C. 77k, 77l, 77q, 77x], and the provisions of sections
77www and 77yyy of this title, shall not apply to statements in or
omissions from any analysis required under the provisions of this
section or section 77fff or 77ggg of this title.
(May 27, 1933, ch. 38, title III, Sec. 305, as added Aug. 3, 1939, ch.
411, 53 Stat. 1154; amended Aug. 10, 1954, ch. 667, title III, Sec. 303,
68 Stat. 687; Pub. L. 101-550, title IV, Sec. 404, Nov. 15, 1990, 104
Stat. 2722.)
References in Text
The Securities Act of 1933, referred to in subsec. (b)(2), is act
May 27, 1933, ch. 38, title I, 48 Stat. 74, as amended, which is
classified generally to subchapter I (Sec. 77a et seq.) of this chapter.
For complete classification of this Act to the Code, see section 77a of
this title and Tables.
Amendments
1990--Subsec. (a)(1). Pub. L. 101-550, Sec. 404(1), struck out ``or
has a conflicting interest as defined in subsection (b) of section 77jjj
of this title'' after ``section 77jjj of this title''.
Subsec. (b). Pub. L. 101-550, Sec. 404(2), designated existing
provisions as par. (1), substituted ``Except as may be permitted by
paragraph (2) of this subsection, the Commission shall issue'' for ``The
Commission shall issue'', redesignated former par. (1) as subpar. (a)
and inserted ``or'' at end, struck out former par. (2) which authorized
Commission to prohibit a registration statement from taking effect if it
finds that such indenture does not conform to requirements of sections
77jjj to 77rrr of this title, redesignated former par. (3) as subpar.
(B) and struck out ``or has any conflicting interest as defined in
subsection (b) of section 77jjj of this title'' after ``section 77jjj of
this title'', and added par. (2).
1954--Subsec. (c). Act Aug. 10, 1954, authorized the Commission to
prescribe by rule and regulation the extent to which summaries of
indenture provisions must be contained in prospectuses.
Effective Date of 1954 Amendment
Amendment by act Aug. 10, 1954, effective 60 days after Aug. 10,
1954, see note under section 77b of this title.
Transfer of Functions
For transfer of functions of Securities and Exchange Commission,
with certain exceptions, to Chairman of such Commission, see Reorg. Plan
No. 10 of 1950, Secs. 1, 2, eff. May 24, 1950, 15 F.R. 3175, 64 Stat.
1265, set out under section 78d of this title.
Section Referred to in Other Sections
This section is referred to in sections 77ccc, 77ddd, 77fff, 77ggg,
77iii, 77jjj, 77vvv of this title.
