[Code of Federal Regulations]
[Title 17, Volume 2]
[Revised as of April 1, 2001]
From the U.S. Government Printing Office via GPO Access
[CITE: 17CFR230.136]

[Page 465-466]
 
              TITLE 17--COMMODITY AND SECURITIES EXCHANGES
 
             CHAPTER II--SECURITIES AND EXCHANGE COMMISSION
 
 PART 229--STANDARD INSTRUCTIONS FOR FILING FORMS UNDER SECURITIES ACT OF 1933, SECURITIES EXCHANGE ACT OF 1934 AND ENERGY POLICY AND CONSERVATION ACT OF 1975--REGULATION S-K--Table of Contents
 
       Subpart 229.1000--Mergers and Acquisitions (Regulation M-A)
 
Sec. 230.136  Definition of certain terms in relation to assessable stock.

    (a) An offer, offer to sell, or offer for sale of securities shall 
be deemed to be made to the holders of assessable stock of a corporation 
when such corporation shall give notice of an assessment to the holders 
of such assessable stock. A sale shall be deemed to occur when a

[[Page 466]]

stockholder shall pay or agree to pay all or any part of such an 
assessment.
    (b) The term transactions by any person other than an issuer, 
underwriter or dealer in section 4(1) of the Act shall not be deemed to 
include the offering or sale of assessable stock, at public auction or 
otherwise, upon the failure of the holder of such stock to pay an 
assessment levied thereon by the issuer, where the offer or sale is made 
for the purpose of realizing the amount of the assessment and any of the 
proceeds of such sale are to be received by the issuer. However, any 
person whose functions are limited to acting as auctioneer at such an 
auction sale shall not be deemed to be an underwriter of the securities 
offered or sold at the auction sale. Any person who acquires assessable 
stock at any such public auction or other sale with a view to the 
distribution thereof shall be deemed to be an underwriter of such 
assessable stock.
    (c) The term assessable stock means stock which is subject to resale 
by the issuer pursuant to statute or otherwise in the event of a failure 
of the holder of such stock to pay any assessment levied thereon.

[24 FR 6386, Aug. 8, 1959]