General Rules and Regulations
Securities Act of 1933
Rule 494 -- Newspaper Prospectuses
This section shall apply only to newspaper prospectuses
relating to securities, as to which a registration statement has become effective,
issued by a foreign national government with which the United States maintains
diplomatic relations. The term newspaper prospectus means an advertisement
of securities in newspapers, magazines or other periodicals which are admitted
to the mails as second-class matter and which are not distributed by the advertiser.
The term does not include reprints, reproductions or detached copies of such advertisements.
A newspaper prospectus shall not be deemed a prospectus meeting the requirements
of section 10 for the purpose of section 2(a)(10)(a)
or 5(b)(2) of the Act.
All information included in a newspaper prospectus
may be expressed in such condensed or summarized form as may be necessary in the
light of the circumstances under which newspaper prospectuses are authorized to
be used. The information need not follow the order in which the information is
set forth in the registration statement or in the full prospectus. No information
need be set forth in tabular form.
The following statement shall be set forth at the
head of every newspaper prospectus in conspicuous print:
These securities, though registered, have not been approved or disapproved by
the Securities and Exchange Commission, which does not pass on the merits of any
There shall be set forth at the foot of every newspaper
prospectus in conspicuous print a statement to the following effect:
Further information, particularly financial information, is contained in the registration
statement filed with the Commission and in a more complete prospectus which must
be furnished to each purchaser and is obtainable from the following persons:
If the registrant or any of the underwriters knows
or has reasonable grounds to believe that it is intended to stablize the price
of any security to facilitate the offering of the registered security, there shall
be placed in the newspaper prospectus, in capital letters, the statement required
by Item 502(d) of Regulation S-K [Editor's
note: There is no paragraph (d) to Item 502 of Regulation S-K.] to be included
in the full prospectus.
A newspaper prospectus shall contain the information
specified in paragraphs (f)(1) to (9) of this section. All other information and
documents contained in the registration statement may be omitted. The following
information shall be included:
The name of the borrowing government;
A brief description of the securities to be offered;
The price at which it is proposed to offer the
security to the public in the United States;
The purpose and approximate amounts to be devoted
to such purposes, so far as determinable, for which the security to be offered
is to supply funds; and if funds for such purposes are to be raised in part from
other sources, the amounts and the sources thereof:
A brief statement as to the amount of funded and
floating debt outstanding and to be created, excluding inter-governmental debt;
A condensed or summarized statement of receipt
and expenditures for the last three fiscal years for which data are available;
A condensed or summarized statement of the balance
of international payments for the last three fiscal years for which data are available;
If the issuer or its predecessor has defaulted
on the principal or interest of any external debt, excluding intergovernmental
debt, during the last twenty years, the date, amount and circumstances of such
default and the general effect of any succeeding arrangement;
Underwriting discounts and commissions per unit
and in the aggregate.
A newspaper prospectus may also include, in condensed,
summarized or graphic form, additional information the substance of which is contained
in the registration statement. A newspaper prospectus shall not contain any information
the substance of which is not set forth in the registration statement.
All information included in a newspaper prospectus
shall be set forth in type at least as large as seven-point modern type: Provided,
however, That such information shall not be so arranged as to be misleading or
obscure the information required to be included in such a prospectus.
Five copies of every proposed newspaper prospectus,
in the size and form in which it is intended to be published shall be filed with
the Commission at least three business days before definitive copies thereof are
submitted to the newspaper, magazine or other periodical for publication. Within
seven days after publication, five additional copies shall be filed in the exact
form in which it was published and shall be accompanied by a statement of the
date and manner of its publication.
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