33396 Federal Register / Vol. 65, No. 100 / Tuesday, May 23, 2000 / Notices

3 17 CFR 200.30–3(a)(12).

1 15 U.S.C. 78s(b)(1).

2 17 CFR 240.19b–4.

the Nasdaq Board with such concurrent

authority.

Supermajority Voting Requirements

for By-Law or Certificate Amendments:

Delaware Law permits the certificate of

incorporation to require a supermajority

vote of stockholders for particular

corporate action. The Certificate

requires the approval of 662⁄3% of the

outstanding voting power for

stockholder approval of amendments to

certain provisions of the Certificate and

for stockholders to amend the Nasdaq

By-Laws.

Article Eleventh

The amended Certificate includes a

new constituency provision that reflects

the unique nature of the Nasdaq and its

operations and status as a self-regulatory

organization. To the fullest extent

permitted by applicable law, this

provision requires the Board to take into

account certain factors in evaluating

tender or exchange offers, mergers or

consolidations, voting exemptions

pursuant to Article Fourth, and other

issues. These factors include, but are not

limited to: (i) the potential impact

thereof on the integrity, continuity and

stability of The Nasdaq Stock Market

and the other operations of Nasdaq, on

the ability to prevent fraudulent and

manipulative acts and practices and on

investors and the public, and (ii)

whether such would promote just and

equitable principles of trade, foster

cooperation and coordination with

persons engaged in regulating, clearing,

settling, processing information with

respect to and facilitating transactions

in securities or assist in the removal of

impediments to or perfection of the

mechanisms for a free and open market

and a national market system.

2. Statutory Basis

Nasdaq believes that the proposed

rule change is consistent with the

provisions of Section 15A(b)(6) of the

Act, which requires, among other

things, that the Association’s rules must

be designed to prevent fraudulent and

manipulative acts and practices, to

promote just and equitable principles of

trade, and, in general, to protect

investors and the public interest.

Nasdaq believes that the voting

limitations and constituency provision

in Articles Fourth and Eleventh of the

Certificate will serve the public interest

by ensuring that certain individuals or

entities cannot gain under influence

over the operations of the Nasdaq Stock

Market.

B. Self-Regulatory Organization’s

Statement on Burden on Competition

Nasdaq does not believe that the

proposed rule change will result in any

burden on competition that is not

necessary or appropriate in furtherance

of the purposes of the Act.

C. Self-Regulatory Organization’s

Statement on Comments on the

Proposed Rule Change Received From

Members, Participants, or Others

Nasdaq neither solicited nor received

comments on the proposed rule change.

III. Date of Effectiveness of the

Proposed Rule Change and Timing for

Commission Action

Within 35 days of the date of

publication of this notice in the Federal

Register or within such longer period (i)

as the Commission may designate up to

90 days of such date if it finds such

longer period to be appropriate and

publishes its reasons for so finding or

(ii) as to which the self-regulatory

organization consents, the Commission

will:

A. By order approve the proposed rule

change; or

B. Institute proceedings to determine

whether the proposed rule change

should be disapproved.

IV. Solicitation of Comments

Interested persons are invited to

submit written data, views, and

arguments concerning the foregoing,

including whether the proposed rule

change is consistent with the Act.

Persons making written submissions

should file six copies thereof with the

Secretary, Securities and Exchange

Commission, 450 Fifth Street NW,

Washington, DC 20549–0609. Copies of

the submission, all subsequent

amendments, all written statements

with respect to the proposed rule

change that are filed with the

Commission, and all written

communications relating to the

proposed rule change between the

Commission and any person, other than

those that may be withheld from the

public in accordance with the

provisions of 5 U.S.C. 552, will be

available for inspection and copying in

the Commission’s Public Reference

Room. Copies of such filing will also be

available for inspection and copying at

the principal office of the NASD. All

submissions should refer to File No.

SR–NASD–00–27 and should be

submitted by June 13, 2000.

For the Commission, by the Division

of Market Regulation, pursuant to

delegated authority.3

Margaret H. McFarland,

Deputy Secretary.

[FR Doc. 00–12926 Filed 5–22–00; 8:45 am]

BILLING CODE 8010–01–W

SECURITIES AND EXCHANGE

COMMISSION

[Release No. 34–42785; International Series

Release No. 1223; File No. SR–NYSE–00–

23]

Self-Regulatory Organizations; Notice

of Filing and Order Granting

Accelerated Approval of Proposed

Rule Change by the New York Stock

Exchange, Inc., Relating to the Trading

of the Ordinary Shares of UBS AG

May 15, 2000.

Pursuant to Section 19(b)(1) of the

Securities Exchange Act of 1934

(‘‘Act’’);1 and Rule 19b–4 thereunder,2

notice is hereby given that on May 15,

2000, the New York Stock Exchange,

Inc. (the ‘‘Exchange’’ or the ‘‘NYSE’’)

filed with the Securities and Exchange

Commission (‘‘Commission’’) the

proposed rule change as described in

Items I, II and III below, which Items

have been prepared by the Exchange.

The Commission is publishing this

notice to solicit comments on the

proposed rule change from interested

persons and to approve the proposal on

an accelerated basis.

I. Self-Regulatory Organization’s

Statement of the Terms of Substance of

the Proposed Rule Change

The Exchange is proposing to adopt

an interpretation under its rules to

accommodate the trading of UBS AG

(‘‘UBS’’). UBS is a stock corporation

incorporated under the laws of

Switzerland with a single class of

common stock—ordinary shares with a

par value of 20 Swiss Francs each—that

will trade on both the NYSE and the

Swiss Exchange, as well as on other

exchanges around the world.

UBS will solicit proxies in a manner

that combines characteristics of both the

Swiss and U.S. markets. This rule

change interprets Paragraphs 401.03 and

402 of the Exchange’s Listed Company

Manual (‘‘Manual’’) to accept UBS’s

proposed proxy procedures.

Federal Register / Vol. 65, No. 100 / Tuesday, May 23, 2000 / Notices 33397

3See Securities Exchange Act Release No. 40597

(October 23, 1998), 63 FR 58435 (October 30, 1998).

That rule change also interpreted the Exchange’s

rules to accommodate the form of DaimlerChrysler’s

share certificates. The Exchange is not requesting

approval of any interpretations related to UBS’s

share certificates.

4The Exchange anticipates developing and filing

with the Commission such generally applicable

rules as are necessary to cover matters relating to

the trading of ordinary shares of non-U.S.

companies, thus making company specific rule

filings such as this one unnecessary. Since UBS is

listing before the development work can be

finalized, however, the Exchange is requesting this

company-specific approval, following the

DaimlerChrysler model.

5With respect to dividends, UBS’s record date

also will be the date of the company’s annual

meeting (like most Swiss companies, UBS pays

dividends annually.) This will make it impossible

to trade the stock ‘‘ex-dividend’’ on the Exchange

in the normal course. Accordingly, the Exchange

will use its existing flexibility under Exchange

Rules 235 and 257 and Paragraph 703.02 of the

Manual to trade UBS stock with ‘‘due bills’’ for the

period that the stock normally would trade exdividend. This is a process pursuant to which the

seller will receive the dividend, but is obligated to

pay the dividend to the buyer of the shares. This

process will be transparent to investors since due

bills net out in the clearing process. To avoid any

potential confusion as to the ‘‘ex-dividend date,’’

the Exchange will endeavor to transmit notices to

member organizations well in advance of the

dividend declaration date.

6 15 U.S.C. 78f(b)(5).

II. Self-Regulatory Organization’s

Statement of the Purpose of, and

Statutory Basis for, the Proposed Rule

Change

In its filing with the Commission, the

Exchange included statements

concerning the purpose of and basis for

the proposed rule change and discussed

any comments it received on the

proposed rule change. The text of these

statements may be examined at the

places specified in Item III below. The

Exchange has prepared summaries, set

forth in Sections A, B and C below, of

the most significant aspects of such

statements.

A. Self-Regulatory Organization’s

Statement of the Purpose of, and

Statutory Basis for, the Proposed Rule

Change

1. Purpose

The purpose of the proposed rule

change is to provide an interpretation

under the Exchange’s rules to

accommodate the listing and trading of

UBS. This interpretation pertains to

UBS’s proxy solicitation and voting

procedures, and is similar to an

interpretation that the Commission

approved in 1998 3 with respect to the

listing of the ordinary shares of

DaimlerChrysler.4

Under Swiss law, only stockholders

who hold shares on the date of the

stockholders meeting are entitled to

vote. Accordingly, the record date for

voting at a stockholder meeting is the

meeting date. In contrast, Exchange

rules require 10 days’ notice of a record

date and 30 days between record and

meeting date. UBS will modify its

current practice to accommodate the

notice periods in the United States. In

Switzerland, there already are

procedures to distribute preliminary

agendas and other information to

shareholders approximately one month

before the meeting. UBS has agreed to

prepare and mail stockholder meeting

materials approximately 45 days prior to

its meeting, permitting the solicitation

of proxies in the Untied States in the

currently accepted time frame. The

company also has agreed to give the

Exchange 10 days’ notice of the record

date.

The coincidence of the record and

meeting date also raises the possibility

that a selling shareholder could give a

proxy and then sell the shares, with the

buyer also getting a proxy. This could

lead to double voting. In order to

address this, both The Bank of New

York as transfer agent (the ‘‘Transfer

Agent’’) and Automatic Data Processing

(‘‘ADP’’), the proxy agent for most

member organizations, will institute

procedures to monitor changes in the

shareholder list between the date the

proxy material is originally mailed out

and the date of the meeting. These

procedures will be designed (i) to cancel

the votes of persons who submit proxies

but sell their shares prior to the meeting

date, and (ii) to facilitate voting by

persons who purchase shares after the

time the proxy material is mailed out,

but before the meeting date. The second

purpose of the proposed rule change is

to accept these procedures as being in

compliance with NYSE procedures.

Both the Transfer Agent and ADP will

produce shareholder lists on the day

designated for mailing the proxy

material (approximately 30–45 days

prior to the meeting). The Transfer

Agent’s list will reflect the names of

registered holders and ADP’s list will

reflect the names of beneficial owners.

Prior to the meeting date, the Transfer

Agent and ADP will each produce a

current shareholder list. If holders no

longer appear on the list, then votes

attributed to proxies submitted by them

will be cancelled. If new holders appear,

proxy materials will be mailed to them

by the Transfer Agent, the case of

registered owners, and by ADP, in the

case of beneficial owners.

The shareholder lists can be updated

periodically up until the date of the

meeting. If practicable, proxy materials

will be mailed to any new holders. This

will be done on a best efforts basis. Such

best efforts may include electronic

notification and expedited delivery

service. The proxy materials will

describe voting procedures in detail.

Notices will be included advising of the

automatic revocation of the proxy if the

holder sells stocks prior to the meeting.

Finally, as a check and balance, the total

vote cast in nominee name will not be

permitted to exceed the total position so

held.

In addition, UBS shareholders can

vote in person at a shareholder’s

meeting. Under Swiss law, a

shareholder must give the company

notice of his or her intent to vote in

person no later than three business days

prior to the meeting, and the person

must be a record holder on the meeting

date.5

2. Basis

The basis under the Exchange Act for

this proposed rule change is the

requirement under Section 6(b)(5) of the

Act 6 that an exchange have rules that

are designed to prevent fraudulent and

manipulative acts and practices, to

promote just and equitable principles of

trade, to foster cooperation and

coordination with persons engaged in

regulating, clearing, settling, processing

information with respect to, and

facilitating transactions in securities, to

remove impediments to and perfect the

mechanism of a free and open market

and a national market system, and, in

general, to protect investors and the

public interest.

B. Self-Regulatory Organization’s

Statement on Burden on Competition

The proposed rule change does not

impose any burden on competition that

is not necessary or appropriate in

furtherance of the purposes of the

Exchange Act.

C. Self-Regulatory Organization’s

Statement on Comments on the

Proposed Rule Change Received From

Members, Participants or Others

The Exchange has not solicited, and

does not intend to solicit, comments on

this proposed rule change. The

Exchange has not received any

unsolicited written comments from

members or other interested parties.

III. Solicitation of Comments

Interested persons are invited to

submit written data, views and

arguments concerning the foregoing,

including whether the proposed rule

change is consistent with the Act.

Persons making written submissions

should file six copies thereof with the

Secretary, Securities and Exchange

Commission, 450 Fifth Street, N.W.,

33398 Federal Register / Vol. 65, No. 100 / Tuesday, May 23, 2000 / Notices

7 In approving this rule, the Commission has

considered the proposed rule’s impact on

efficiency, competition and capital formation. 15

U.S.C. 78c(f). 8 15 U.S.C. 78f(b)(5).

9See note 3, supra.

10 15 U.S.C. 78s(b)(2).

11 17 CFR 200.30–3(a)(12).

Washington, D.C. 20549. Copies of the

submission, all subsequent

amendments, all written statements

with respect to the proposed rule

change that are filed with the

Commission, and all written

communications relating to the

proposed rule change between the

Commission and any person, other than

those that may be withheld from the

public in accordance with the

provisions of 5 U.S.C. 552, will be

available for inspection and copying in

the Commission’s Public Reference

Section, 450 Fifth Street, N.W.,

Washington, D.C. 20549. Copies of such

filing will also be available for

inspection and copying at the principal

office of the Exchange. All submissions

should refer to File No. SR–NYSE–00–

23 and should be submitted by June 13,

2000.

IV. Commission’s Findings and Order

Granting Accelerated Approval of

Proposed Rule Change

The Commission finds that the

NYSE’s proposal to interpret the Manual

to accommodate the listing and trading

of UBS shares is consistent with the Act

and the rules and regulations

thereunder applicable to a national

securities exchange.7 Specifically, the

Commission finds that the proposed

rule change is consistent with Section

6(b)(5) of the Act 8 in that it will remove

impediments to and perfect the

mechanism of a free and open market,

and will protect investors and the

public interest, by enabling the NYSE to

serve as a market for shares of UBS

(rather than American depository

receipts) while maintaining trading

standards that are substantially

equivalent to the NYSE’s existing

standards.

The Commission believes that it is

reasonable for the NYSE to interpret the

Manual to accept UBS’s proxy

procedures. By mailing stockholder

meeting materials approximately 45

days prior to its annual meeting, UBS

will give shareholders the same type of

advance notification provided for in the

Manual. Moreover, UBS’s proxy

procedures will cancel proxies for

shares sold prior to the meeting, and

will facilitate voting by persons who

purchase shares during the month

leading up to the meeting. In that way,

the Exchange’s proxy procedures

regarding UBS appear to be

substantially equivalent to the NYSE’s

existing standards, by permitting the

votes cast at the annual meeting to

accurately reflect the company’s

shareholders at the time of the meeting.

Indeed, the Commission approved a

substantially similar interpretation in

1998 to permit the NYSE to trade

ordinary shares of DaimlerChrysler.9

The Commission notes that the

Exchange states that it anticipates

developing and filing generally

applicable rules related to the trading of

ordinary shares of non-U.S. companies,

making this type of company-specific

rule filing unnecessary. The

Commission supports that goal, and

concurs that general rules are preferable

to a series of company-specific

exemptions.

The Exchange has requested that the

Commission approve the proposed rule

change prior to the thirtieth day after its

publication in the Federal Register.

According to the Exchange, the trading

of UBS shares on the Exchange is

scheduled to commence on May 16,

2000. The Exchange states that in light

of the significant trading interest in UBS

shares and the imminence of its listing

date, approving this rule as quickly as

possible will help eliminate uncertainty

on the part of the market participants.

The Exchange also states that

DaimlerChrysler ordinary shares have

traded without difficulty on the

Exchange since their first listing.

The Commission finds good cause for

approving the proposed rule change

prior to the thirtieth day after the date

of publication of notice of filing in the

Federal Register. The Commission

believes that it is necessary to approve

the NYSE’s proposal on an accelerated

basis to permit the public to begin to

trade the newly issued UBS shares on

the NYSE without questions about how

UBS will conduct proxy voting.

It is Therefore Ordered, pursuant to

Section 19(b)(2) of the Act 10 that the

proposed rule change (SR–NYSE–00–

23) is hereby approved on an

accelerated basis.

For the Commission, by the Division of

Market Regulation, pursuant to delegated

authority.11

Margaret H. McFarland,

Deputy Secretary.

[FR Doc. 00–12927 Filed 5–22–00; 8:45 am]

BILLING CODE 8010–01–M

SMALL BUSINESS ADMINISTRATION

Reporting and Recordkeeping

Requirements Under OMB Review

AGENCY: Small Business Administration.

ACTION: Notice of reporting requirements

submitted for OMB review.

SUMMARY: Under the provisions of the

Paperwork Reduction Act (44 U.S.C.

Chapter 35), agencies are required to

submit proposed reporting and

recordkeeping requirements to OMB for

review and approval, and to publish a

notice in the Federal Register notifying

the public that the agency has made

such a submission.

DATES: Submit comments on or before

June 22, 2000. If you intend to comment

but cannot prepare comments promptly,

please advise the OMB Reviewer and

the Agency Clearance Officer before the

deadline.

COPIES: Request for clearance (OMB 83–

1), supporting statement, and other

documents submitted to OMB for

review may be obtained from the

Agency Clearance Officer.

ADDRESSES: Address all comments

concerning this notice to: Agency

Clearance Officer, Jacqueline White,

Small Business Administration, 409 3rd

Street, S.W., 5th Floor, Washington,

D.C. 20416; and OMB Reviewer, Office

of Information and Regulatory Affairs,

Office of Management and Budget, New

Executive Office Building, Washington,

D.C. 20503.

FOR FURTHER INFORMATION CONTACT:

Jacqueline White, Agency Clearance

Officer, (202) 205–7044.

SUPPLEMENTARY INFORMATION:

Title: Amendments to License

Application.

Form No.: SBA Form-415C.

Frequency: On Occasion.

Description of Respondents: SBIC

Investment Companies.

Annual Responses: 1,200.

Annual Burden: 300.

Jacqueline White,

Chief, Administrative Information Branch.

[FR Doc. 00–12925 Filed 5–22–00; 8:45 am]

BILLING CODE 8025–01–U

DEPARTMENT OF STATE

[Public Notice #3310]

Shipping Coordinating Committee;

Notice of Meeting

The Shipping Coordinating

Committee will hold a meeting on June

16, 2000 from 2 pm to 5 pm to obtain

public comment on issues to be