Regarding the Acquisition of the Moodys Securities Manual Business by Mergent, Inc. and Recognition of Securities Manuals in Electronic Formats
In July 1998, Financial Communication Company, Inc. (now known as Mergent,
Inc.) acquired the Financial Information Services Division of Moodys
Investors Service. The acquired Division had been in the business of publishing
the various Moodys securities manuals. After the acquisition, responsibility
for publishing the manuals shifted to Mergent, Inc. In connection with
the sale of the Moodys securities manual business, Mergent was granted
a license to use the Moodys trademark for a limited time. Upon the
expiration of the license, the former Moodys® Manuals will be
distributed under the name Mergent Manuals.
For the purposes of the exemption provided under M.G.L. c.110A, §402(b)(2)(A),
recognized securities manual includes all manuals published
by Standard & Poors and Mergent, Inc. (formally known as the Moodys®
Manuals), exclusively. In addition, the term manual shall
include all commonly recognized electronic formats of such manuals, including
CD-ROM and dissemination over the Internet.
An issuer listed in a recognized securities manual must have, at a minimum, a profit and loss statement covering a full year of operations, thus excluding start-up companies with less than 12 months of operations. Anyone claiming an exemption under 950 CMR 14.402(B)(2)(a) shall bear the burden of showing that the financial statements meet the requirements of 950 CMR 14.402(B)(2)(a) and M.G.L. c.110A.