Securities and Exchange Commission

SECURITIES AND EXCHANGE COMMISSION

450 Fifth Street NW., Washington, DC 20549

Phone, 202-942-4150

Chairman Arthur Levitt

Commissioners Steven M.H. Wallman, Norman S. Johnson, Isaac C. Hunt, Jr.,

(vacancy)

Secretary Jonathan G. Katz

Executive Director James M. McConnell

Chief of Staff Jennifer Scardino

General Counsel Richard H. Walker

Director, Division of Corporation Finance Brian J. Lane

Director, Division of Enforcement William R. McLucas

Director, Division of Investment Management Barry P. Barbash

Director, Division of Market Regulation Richard R. Lindsey

Director, Office of Compliance Inspections and Lori A. Richards

Examinations

Chief Accountant Michael H. Sutton

Chief Administrative Law Judge Brenda P. Murray

Chief Economist Eric R. Sirri

Director, Office of International Affairs Marisa Lago

Director, Office of Municipal Securities Paul S. Maco

Director, Office of Public Affairs, Policy (vacancy)

Evaluation, and Research

Director, Office of Legislative Affairs Kaye F. Williams

Inspector General Walter Stachnik

Director, Office of Equal Employment Opportunity Victor H. Tynes, Jr.

Director, Office of Investor Education and Nancy M. Smith

Assistance

Associate Executive Director, Office of Fernando L. Alegria, Administrative and Personnel Management Jr.

Associate Executive Director, Office of the James Donahue

Comptroller

Associate Executive Director, Office of Filings Wilson A. Butler

and Information Services

Associate Executive Director, Office of Michael E. Bartell

Information Technology

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The Securities and Exchange Commission administers Federal securities laws that seek to provide protection for investors; to ensure that securities markets are fair and honest; and, when necessary, to provide the means to enforce securities laws through sanctions.

The Securities and Exchange Commission was created under authority of the Securities Exchange Act of 1934 (15 U.S.C. 78a-78jj) and was organized on July 2, 1934. The Commission serves as adviser to United States district courts in connection with reorganization proceedings for debtor corporations in which there is a substantial public interest. The Commission also has certain responsibilities under section 15 of the Bretton Woods Agreements Act of 1945 (22 U.S.C. 286k-1) and section

851(e) of the Internal Revenue Code of 1954 (26 U.S.C. 851(e)).

The Commission is vested with quasi-judicial functions. Persons aggrieved by its decisions in the exercise of those functions have a right of review by the United States courts of appeals.

Activities

Full and Fair Disclosure The Securities Act of 1933 (15 U.S.C. 77a) requires issuers of securities and their controlling persons making public offerings of securities in interstate commerce or through the mails, directly or by others on their behalf, to file with the Commission registration statements containing financial and other pertinent data about the issuer and the securities being offered. It is unlawful to sell such securities unless a registration statement is in effect. There are limited exemptions, such as government securities, nonpublic offerings, and intrastate offerings, as well as certain offerings not exceeding $1.5 million. The effectiveness of a registration statement may be refused or suspended after a public hearing if the statement contains material misstatements or omissions, thus barring sale of the securities until it is appropriately amended.

Registration of securities does not imply approval of the issue by the Commission or that the Commission has found the registration disclosures to be accurate. It does not insure investors against loss in their purchase, but serves rather to provide information upon which investors may make an informed and realistic evaluation of the worth of the securities.

Persons responsible for filing false information with the Commission subject themselves to the risk of fine or imprisonment or both. Similarly, persons

connected with the public offering may be liable for damages to purchasers of the securities if the disclosures in the registration statement and prospectus are materially defective. Also, the above act contains antifraud provisions that apply generally to the sale of securities, whether or not registered (15 U.S.C. 77a et seq.).

Regulation of Securities Markets The Securities Exchange Act of 1934...