Latta

I

INTRODUCTION

A. Pleadings

1. On March 11, 1963, the Securities and Exchange Commission filed its complaint to enjoin the defendant Estelle Latta from engaging in acts and practices in violation of Section 5(a) and (c) of the Securities Act of 1933 (“Act”), 15 U.S.C. § 77e(a) and (c), in the offer and sale of the securities described below.

2. On October 11, 1963, the Commission with the consent of the defendant and the approval of the court, filed an amended complaint adding allegations that the defendant was engaging in acts and practices in violation of Section 17 (a)(2) and (3) of the Act, 15 U.S.C. § 77q(a)(2) and (3).

3. The first count of the amended complaint, which is cast under Section 5(a) and (c) of the Act, 15 U.S.C. § 77e(a) and (c), alleges that since before July, 1959, the defendant has been making use of means and instruments of transportation and communication in interstate commerce and of the mails (“jurisdictional facilities”) to offer, sell and deliver securities described as “investment contracts” and “certificates of interest and participation in profit-sharing agreements” issued in connection with the sale to members of the public of percentage…