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CITE

    15 USC Sec. 77eee                                           01/05/2009

EXPCITE

    TITLE 15 - COMMERCE AND TRADE
    CHAPTER 2A - SECURITIES AND TRUST INDENTURES
    SUBCHAPTER III - TRUST INDENTURES

HEAD

    Sec. 77eee. Securities required to be registered under Securities
      Act

STATUTE

    (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.

SOURCE

    (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.