54 STAT.] 7GrH CONG. , 3D SESS.-CH. 686-AUG. 22 , 1940 reorganization proceedings, (B) at the conclusion of such proceedings all outstanding securities of such company were owned by creditors of such company or by persons to whom such securities were issued on account of creditors' claims, and (C) more than 50 per centum of the voting securities of such company, and securities representing more than 50 per centum of the net asset value of such company, are currently owned beneficially by not more than twenty-five persons; but such exemption shall terminate if any security of which such Termination of ex- company is the issuer is offered for sale or sold to the public after the conclusion of such proceedings by the issuer or by or through any underwriter. For the purposes of this paragraph, any new com- New company or- t ganized as part of re- pany organized as part of the reorganization shall be deemed the organization; status. same company as its predecessor; and beneficial ownership shall be determined in the manner provided in section 3 (c) (1). (4) Any issuer as to which there is outstanding a writing filed Issuersfinsguedco with the Commission by the Federal Savings and Loan Insurance panies, etc. Corporation stating that exemption of such issuer from the provi- sions of this title is consistent with the public interest and the protection of investors and is necessary or appropriate by reason of the fact that such issuer holds or proposes to acquire any assets or any product of any assets which have been segregated (A) from assets of any company which at the filing of such writing is an insured institution within the meaning of section 401 (a) of the 48S National Housing Act, as heretofore or hereafter amended, or (B) as a part of or in connection with any plan for or condition to the insurance of accounts of any company by said corporation or the conversion of any company into a Federal savings and loan associa- tion. Any such writing shall expire when canceled by a writin Expiration of writ- similarly filed or at the expiration of two years after the date of mg. its filing, whichever first occurs; but said corporation may, never- theless, before, at, or after the expiration of any such writing file another writing or writings with respect to such issuer. (5) Any company which prior to March 15, 1940, was and now Subsdiaies oface is a wholly-owned subsidiary of a registered face-amount certificate companies operating company and was prior to said date and now is organized and oper- lstate.nunc ating under the insurance laws of any State and subject to super- vision and examination by the insurance commissioner thereof, and which prior to March 15 1940, was and now is engaged, subject to such laws, in business substantially all of which consists of issuing and selling only to residents of such State and investing the pro- ceeds from, securities providing for or representing participations or interests in intangible assets consisting of mortgages or other liens on real estate or notes or bonds secured thereby or in a fund or deposit of mortgages or other liens on real estate or notes or bonds secured thereby or having outstanding such securities so issued and sold. (b) Upon application by any employees' security company, the cmployes'security Commission shall by order exempt such company from the provisions of this title and of the rules and regulations hereunder, if and to the extent that such exemption is consistent with the protection of investors. In determining the provisions to which such an order of teting ionvesto pr exemption shall apply, the Commission shall give due weight, among other things, to the form of organization and the capital structure of such company, the persons by whom its voting securities, evi- dences of indebtedness, and other securities are owned and con- trolled, the prices at which securities issued by such company are sold and the sales load thereon, the disposition of the proceeds of such sales, the character of the securities in which such proceeds are invested, and any relationship between such company and the issuer of any such security. 193470°-41 -PT. -- 51 801
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