12 CFR 197.2 - Offering circular requirement.
(1) The offer or sale is accompanied or preceded by an offering circular which includes the information required by this part and which has been filed and declared effective pursuant to this part; or
(2) An exemption is available under this part.
(b)Communications not deemed an offer. The following communications shall not be deemed an offer under this section:
(2) Subsequent to filing an offering circular, any notice circular, advertisement, letter, or other communication published or transmitted to any person which satisfies the requirements of Commission Rule 134 ( 17 CFR 230.134) under the Securities Act; and
(3) Oral offers of securities covered by an offering circular made after filing the offering circular with the OCC.
(c)Preliminary offering circular. Notwithstanding paragraph (a) of this section, a preliminary offering circular may be used for an offer of any security prior to the effective date of the offering circular if:
(1) The preliminary offering circular has been filed pursuant to this part;
(2) The preliminary offering circular includes the information required by this part, except for the omission of information relating to offering price, discounts or commissions, amount of proceeds, conversion rates, call prices, or other matters dependent on the offering price; and
(3) The offering circular declared effective by the OCC is furnished to the purchaser prior to, or simultaneously with, the sale of any such security.