36198 Federal Register / Vol. 65, No. 110 / Wednesday, June 7, 2000 / Notices

35See Securities Exchange Act Release No. 38708

(June 2, 1997), 62 FR 31650 (June 10, 1997) (‘‘1997

Order’’).

36See 1997 Order, supra note 34. As discussed

above, NASD Regulation withdrew proposed NASD

Rule 2520(f)(2)(m)(ii) from the proposal.

37 15 U.S.C. 78s(b)(2).

38 17 CFR 200.30–3(a)(12).

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

2 17 CFR 240.19b–4.

3See Letter to Jack Drogin, Senior Special

Counsel, Division of Market Regulation,

Commission, from Robert E. Aber, Senior Vice

President and General Counsel, Nasdaq, dated April

7, 2000 (‘‘Amendment No. 1’’). Amendment No. 1

clarifies that the proposed time frame for gaining

compliance with the continued inclusion market

capitalization standards applies to issuers listed on

both the Nasdaq SmallCap Market and the Nasdaq

National Market. In addition, Amendment No. 1

clarifies that the method for regaining compliance

with the continued inclusion requirement for the

number of market makers set forth in Rule

4310(c)(8)(A) applies to issuers listed on both The

Nasdaq SmallCap Market and the Nasdaq National

Market. Finally, Amendment No. 1 makes certain

technical corrections to the proposed rule change. 4See Letter to Jack Drogin, Senior Special

Counsel, Division of Market Regulation,

Commission, from Robert E. Aber, Senior Vice

President and General Counsel, Nasdaq, dated April

25, 2000 (‘‘Amendment No. 2’’). Amendment No. 2

clarifies that Rule 4310(c)(8)(C) is being amended to

specify time frames for determining when an issuer

is non-compliant or has regained compliance with

the Association’s market capitalization standards.

Amendment No. 2 also clarifies that the NASD’s

Rule 4300 series contains the qualification

requirements for all securities included in The

Nasdaq Stock Market while the Rule 4400 Series

sets forth additional requirements for those

securities designated for the Nasdaq National

Market.

Rule 144(k) may, under certain

circumstances, permit a broker-dealer to

sell control and restricted securities of

an affiliate in default without regard to

the volume and other restrictions

imposed on affiliates, In addition,

subparagraph (d)(3)(iv) of Securities Act

Rule 144 permits a broker-dealer to

‘‘tack’’ the ownership period of an

affiliate in default to its own for

purposes of determining if the time

conditions of Securities Act Rule 144(k)

are met. Accordingly, the Commission

believes that it is appropriate for

affiliate securities, which otherwise

meet the requirements subparagraph

(e)(8)(D), to be exempt from the

maintenance margin rules for control

and restricted securities.

E. Amendments to Margin Rules

Governing Options Transactions

The NASD proposes to amend Rule

2520(f)(2) to add subsections (L) and

(M)(i). Section 2520(f)(2)(L) incorporates

the provisions currently contained in

Regulation T regarding ‘‘exclusive

designation’’ that allow a customer to

designate which security position in an

account is to be utilized to cover the

required margin at the time an option

order is entered, provided the member

organization offers such a service. This

section merely incorporates existing

provisions of Regulation T into the

NASD rule and, accordingly, is

reasonable. The Commission notes that

it approved an identical change to NYSE

Rule 431.35

Further, proposed NASD Rule

2520(f)(2)(M)(i) does not raise new

regulatory issues because it incorporates

those provisions of Regulation T that

allow certain defined options-related

transactions to be maintained in a cash

account. The Commission notes that it

approved a similar change to NYSE Rule

431.36

F. Accelerated Approval of Amendment

Nos. 4 and 5

The Commission finds good cause for

approving Amendment Nos. 4 and 5

prior to the thirtieth day after the date

of publication of notice of filing

therefore in the Federal Register.

Amendment No. 4 proposes a six-month

phase-in of the rule changes relating to

JBO arrangements. The Commission

believes that this amendment is

necessary because it is important for the

NASD and its members to be adequately

prepared to implement and monitor the

new rules relating to JBO arrangements.

Amendment No. 5 clarifies the proposal

by incorporating references to the

Exempt Account Proposal, and deleting

a proposed change to NASD Rule

2520(f)(2)(m)(ii), which has been

superseded by a change to subparagraph

(f)(2)(m)(ii) proposed in File No. SR–

NASD–00–15. Accordingly, the

Commission finds it is consistent with

sections 6(b)(5) and 19(b) of the

Exchange Act to approve Amendment

Nos. 4 and 5 on an accelerated basis.

III. Solicitation of Comments

Interested persons are invited to

submit written data, views and

arguments concerning Amendment Nos.

4 and 5, including whether Amendment

Nos. 4 and 5 are 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 submissions, 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 persons, 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, 450 Fifth Street, NW.,

Washington, DC 20549. Copies of such

filing will also be available for

inspection and copying at the principal

office of the NASD. All submissions

should appropriately refer to SR–

NASD–99–05.

IV. Conclusion

It Is Therefore Ordered, pursuant to

Section 19(b)(2) of the Exchange Act,37

that the proposed rule change, SR–

NASD–99–05, as amended, is approved.

For the Commission, by the Division of

Market Regulation, pursuant to delegated

authority.38

Margaret H. McFarland,

Deputy Secretary.

[FR Doc. 00–14252 Filed 6–6–00; 8:45 am]

BILLING CODE 8010–01–M

SECURITIES AND EXCHANGE

COMMISSION

[Release No. 34–42876; File No. SR–NASD–

99–69]

Self-Regulatory Organizations; Notice

of Filing of Proposed Rule Change by

the National Association of Securities

Dealers, Inc. Clarifying Certain Listing

Standards of the Nasdaq Stock Market,

Inc.

May 31, 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 November

22, 1999, the National Association of

Securities Dealers, Inc. (‘‘NASD’’ or

‘‘Association’’) through its wholly

owned subsidiary, The Nasdaq Stock

Market, Inc. (‘‘Nasdaq’’), filed with the

Securities and Exchange Commission

(‘‘SEC’’ or ‘‘Commission’’) the proposed

rule change as described in Items I, II,

and III below, which Items have been

prepared by Nasdaq. The Association

submitted Amendments No. 1 3 and No.

2 4 to the proposed rule change on April

10, 2000, and April 2000, respectively.

The Commission is publishing this

notice to solicit comments on the

proposed rule change, as amended, from

interested persons.

I. Self-Regulatory Organization’s

Statement of the Terms of Substance of

the Proposed Rule Change

Nasdaq has filed with the

Commission a proposed rule change to

Federal Register / Vol. 65, No. 110 / Wednesday, June 7, 2000 / Notices 36199

clarify certain provisions of its listing

standards. Below is the text of the

proposed rule change. Proposed new

language is italicized; proposed

deletions are in brackets.

* * * * *

4200. DEFINITIONS

(a) For purposes of the Rule 4000

Series, unless the context requires

otherwise:

(1)–(19) No change.

(20) ‘‘Market Capitalization’’ means

the closing bid price multiplied by total

shares outstanding, including all

common and convertible preferred

shares (but excluding redeemable

convertible preferred shares, other than

preferred stock redeemable solely by the

issuer).

(20)–(36) renumbered as (21)–(37).

(b) No change.

4310. Qualification Requirements for

Domestic and Canadian Securities

To qualify for inclusion in Nasdaq, a

security of a domestic or Canadian

issuer shall satisfy all applicable

requirements contained in paragraphs

(a) or (b), and (c) hereof.

(a) No change.

(b) No change.

(c) In addition to the requirements

contained in paragraph (a) or (b) above,

and unless otherwise indicated, a

security shall satisfy the following

criteria for inclusion in Nasdaq:

(1)–(7) No change.

(8)(A) A failure to meet the continued

inclusion requirements for a number of

market makers shall be determined to

exist only if the deficiency continues for

a period of 10 consecutive business

days. Upon such failure, the issuer shall

be notified promptly and shall have a

period of 30 calendar days from such

notification to achieve compliance with

the applicable continued inclusion

standard.

Compliance can be achieved by

meeting the applicable standard for a

minimum of 10 consecutive business

days during the 30 day compliance

period.

(B) No change.

(C) A failure to meet the continued

inclusion requirements for market

capitalization shall be determined to

exist only if the deficiency continues for

a period of 10 consecutive business

days. Upon such failure, the issuer shall

be notified promptly and shall have a

period of 30 calendar days from such

notification to achieve compliance with

the applicable continued inclusion

standard. Compliance can be achieved

by meeting the applicable standard for

a minimum of 10 consecutive business

days during the 30 day compliance

period.

(9)–(24) No change.

(25) Corporate Governance

Requirements

* * * * *

(A)–(G) No change.

(H) Shareholder Approval

(i) Each issuer shall require

shareholder approval of a plan or

arrangement under subparagraph a.

below, or prior to the issuance of

designated securities under

subparagraph b., c., or d. below:

a. No change.

b. When the issuance or potential

issuance will result in a change of

control of the issuer.

c. No change.

d. In connection with a transaction

other than a public offering involving:

1. the sale, [or] issuance or potential

issuance by the issuer of common stock

(or securities convertible into or

exercisable for common stock) at a price

less than the greater of book or market

value which together with sales by

officers, directors or substantial

shareholders of the company equal 20%

or more of common stock or 20% or

more of the voting power outstanding

before the issuance; or

2. the sale, [or] issuance or potential

issuance by the company of common

stock (or securities convertible into or

exercisable common stock) equal to

20% or more of the common stock or

20% or more of the voting power

outstanding before the issuance for less

than the greater of book or market value

of the stock.

(ii)–(vi) No change.

(26)–(28) No change.

(d) No change.

4320. Qualification Requirements for

Non-Canadian Foreign Securities and

American Depositary Receipts

To qualify for inclusion in Nasdaq, a

security of a non-Canadian foreign

issuer, an American Depositary Receipt

(ADR) or similar security issued in

respect of a security of a foreign issuer

shall satisfy the requirements of

paragraphs (a), (b) or (c), and (d) and (e)

of this Rule.

(a)–(d) No change.

(e) In addition to the requirements

contained in paragraphs (a), (b) or (c),

and (d), the security shall satisfy the

following criteria for inclusion in

Nasdaq:

(1) No change.

(2) (A) No change.

(B) No change.

(C) No change.

(D) A failure to meet the continued

inclusion requirements for market

capitalization shall be determined to

exist only if the deficiency continues for

a period of 10 consecutive business

days. Upon such failure, the issuer shall

be notified promptly and shall have a

period of 30 calendar days from such

notification to achieve compliance with

the applicable continued inclusion

standard. Compliance can be achieved

by meeting the applicable standard for

a minimum of 10 consecutive business

days during the 30 day compliance

period.

(E) In the case of ADRs, the

underlying security will be considered

when determining the ADR’s

qualification for initial or continued

inclusion on Nasdaq.

(3)–(20) No change.

(21) Corporate Governance

Requirements.

* * * * *

(A)–(G) No change.

(H) Shareholder Approval

(i) Each issuer shall require

shareholder approval of a plan or

arrangement under subparagraph a.

below, or prior to the issuance of

designated securities under

subparagraph b., c., or d. below:

a. No change.

b. When the issuance or potential

issuance will result in a change of

control of the issuer;

c. No change.

d. in connection with a transaction

other than a public offering involving:

1. The sale, [or] issuance or potential

issuance by the issuer of common stock

(or securities convertible into or

exercisable for common stock) at a price

less than the greater of book or market

value which together with sales by

officers, directors or substantial

shareholders of the company equals

20% or more of common stock or 20%

or more of the voting power outstanding

before the issuance; or

2. the sale, [or] issuance or potential

issuance by the company of common

stock (or securities convertible into or

exercisable common stock) equal to

20% or more of the common stock for

20% or more of the voting power

outstanding before the issuance for less

than greater of book or market value of

the stock.

(ii)–(vi) No change.

(22)–(24) No change.

(f) No change.

4420. Quantitative Designation Criteria

In order to be designated for the

Nasdaq National Market, an issuer shall

be required to substantially meet the

criteria set forth in paragraphs (a), (b),

(c), (d), (e), (f), or (g) below. Initial

Public Offerings substantially meeting

36200 Federal Register / Vol. 65, No. 110 / Wednesday, June 7, 2000 / Notices

5Although the time frames regarding compliance

with the continued inclusion market capitalization

standards are proposed to be set forth only in Rule

4310(c)(8)(A), these time frames, like those for the

minimum bid price and market value of public

float, are applicable to issuers listed on both The

Nasdaq SmallCap Market and the Nasdaq National

Market. Specifically, the Rule 4300 Series contains

the qualification requirements for all securities

included in The Nasdaq Stock Market while the

Rule 4400 Series sets forth additional requirements

for those securities designated for the Nasdaq

National Market. See Amendments No. 1 and 2,

supra notes 3 and 4.

6Although this proposed rule, like the minimum

bid price requirement, states that compliance may

be regained by meeting the applicable standard for

a minimum of ten consecutive business days,

issuers are also required to demonstrate more than

mere temporary compliance in order to protect the

interests of prospective investors. See, e.g., RyanMurphy, Inc., Securities Exchange Act Rel. No.

38999 (Sept. 2, 1997).

such criteria are eligible for immediate

inclusion in the Nasdaq National Market

upon prior application and with the

written consent of the managing

underwriter that immediate inclusion is

desired. All other qualifying issues,

excepting special situations, are

included on the next inclusion date

established by Nasdaq.

(a)–(c) No change.

(d) Rights and Warrants

(1) Rights or warrants to purchase

designated securities may be designated

if [the warrants] they substantially meet

the above criteria; provided, however,

that they shall not be subject to the

publicly held shares, market value of

publicly held shares, or bid price

requirements and shall not be required

to meet the criteria set forth in

paragraph (a)(2), (b)(2), or (c)(1) if

immediately after the distribution, there

are at least 450,000 rights or warrants

outstanding.

(2) No change.

(e) Computations

The computations required by

paragraph (a)(1), (a)(5), and (b)(1) shall

be taken from the issuer’s most recent

financial information filed with Nasdaq.

The computations required in

paragraphs (a)(2), (a)(3), (b)(2), (b)(3),

(c)(1), and (c)(2) shall be as of the date

of application of the issuer.

Determinations of beneficial ownership

for purposes of paragraphs (a)(2), (b)(2),

and (c)(1) shall be made in accordance

with SEC Rule 13d–3. In the case of

American Depositary Receipts, the

computations required by paragraphs

(a)(1), (a)(5), and (b)(1) shall relate to the

foreign issuer and not to any depositary

or any other person deemed to be an

issuer for purposes of Form S–12 under

the Securities Act of 1933. In the case

of American Depositary Receipts, the

underlying security will be considered

when determining the computations

required by paragraphs (a)(1), (a)(2),

(a)(3), (a)(5), (a)(6), (b)(1), (b)(2), (b)(3),

(b)(6), (b)(7), (c)(1), (c)(2), (c)(5), and

(c)(6) of this rule.

(f)–(g) No change.

4450. Quantitative Maintenance

Criteria

After designation as a Nasdaq

National Market security, a security

must substantially meet the criteria set

forth in paragraphs (a) or (b), and (c),

(d), (e), and (f) below to continue to be

designated as a national market system

security. A security maintaining its

designation under paragraph (b) need

not also be in compliance with the

quantitative maintenance criteria in the

Rule 4300 series.

(a)–(f) No change.

(g) American Depositary Receipts

In the case of American Depositary

Receipts, the underlying security will be

considered when determining the ADR’s

qualification for continued inclusion on

Nasdaq under paragraphs (a)(1), (a)(2),

(a)(3), (a)(4), (b)(1), (b)(2), (b)(3), and

(b)(5) of this rule.

4460. Non-Quantitative Designation

Criteria for Issuers Excepting Limited

Partnerships

(a)–(h) No change.

(i) Shareholder Approval

(1) Each NNM issuer shall require

shareholder approval of a plan or

arrangement under subparagraph (A)

below, or prior to the issuance of

designated securities under

subparagraph (B), (C), or (D) below:

(A) No change.

(B) when the issuance or potential

issuance will result in a change of

control of the issuer;

(C) No change.

(D) in connection with a transaction

other than a public offering involving:

(i) the sale, [or] issuance or potential

issuance by the issuer of common stock

(or securities convertible into or

exercisable for common stock) at a price

less than the greater of book or market

value which together with sales by

officers, directors or substantial

shareholders of the company equals

20% or more of common stock or 20%

or more of the voting power outstanding

before the issuance; or

(ii) the sale, [or] issuance or potential

issuance by the company of common

stock (or securities convertible into or

exercisable common stock) equal to

20% or more of the common stock or

20% or more of the voting power

outstanding before the issuance for less

than the greater of book or market value

of the stock.

(2)–(6) No change.

(j)–(n) No change.

II. Self-Regulatory Organization’s

Statement of the Purpose of, and

Statutory Basis for, the Proposed Rule

Change

In its filing with the Commission,

Nasdaq 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 IV below. Nasdaq 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

Nasdaq is proposing certain

clarifying, non-substantive amendments

to certain provisions of its listing

standards. Specifically, the proposed

changes will: (1) Define market

capitalization; (2) codify the time frames

for determining compliance with the

continued inclusion requirements for

market capitalization and number of

market makers; (3) clarify the need for

shareholder approval for a transaction

in which the potential issuance of

shares could exceed the applicable

threshold; (4) codify the method used to

determine whether an American

Depositary Receipt complies with the

listing standards; and (5) clarify the

non-application of the publicly held

shares, market value of publicly held

shares, and bid price initial inclusion

requirements to rights and warrants to

be listed on the National Market.

Rules 4310(c)(2)(B)(ii) and

4450(b)(1)(A) set forth the market

capitalization standards for continued

inclusion on The Nasdaq SmallCap

Market and the Nasdaq National Market,

respectively. These rules, however,

unlike the bid price requirement, do not

provide time frames for determining

when an issuer is non-complaint or

when it has regained compliance with

these standards. Accordingly, Nasdaq

proposes to amend Rule 4310(c)(8)(C) 5

to clarify that a failure to meet the

market capitalization continued

inclusion requirement shall result if the

deficiency continues for a period of ten

consecutive business days and that

compliance may be regained by meeting

the applicable standard for a minimum

of ten consecutive business days.6

Furthermore, NASD rules do not define

Federal Register / Vol. 65, No. 110 / Wednesday, June 7, 2000 / Notices 36201

7Although the method of regaining compliance

with the continued inclusion requirement for the

number of market makers is proposed to be set forth

only in Rule 4310(c)(8)(A), the method for regaining

compliance is applicable to issuers listed on both

The Nasdaq SmallCap Market and the Nasdaq

National Market. As stated previously, the Rule

4300 Series contains the qualification requirements

for all securities included in The Nasdaq Stock

Market while the Rule 4400 Series sets additional

requirements for those securities designated for the

Nasdaq National Market. See Amendments No. 1

and 2, supra notes 3 and 4.

8 Issuers, however, must continue to comply with

the requirement that there be at least 450,000

warrants outstanding immediately after the public

distribution as set forth in existing NASD Rule

4420(d)(1). This rule is also being amended to

clarify existing Nasdaq policy that there must be

450,000 rights outstanding immediately after the

public distribution.

9 15 U.S.C. 78o–3(b)(6). 10 17 CFR 200.30–3(a)(12).

market capitalization. In making this

calculation, Nasdaq has traditionally

considered the market value of all

common and convertible preferred stock

(excluding redeemable convertible

preferred shares other than preferred

stock redeemable solely by the issuer).

As such, Nasdaq proposes to codify this

definition is proposed Rule 4200(a)(20).

Rule 4310(c)(8)(A) provides that an

issuer that fails to meet the continued

inclusion requirements for the number

of market makers has 30 calendar days

to regain compliance. The rule,

however, does not indicate how the

issuer can regain compliance.

Consequently, Nasdaq proposes to

amend this rule to provide that

compliance is achieved by meeting the

applicable standard for a minimum of

ten consecutive business days, which is

similar to the method for determining

compliance with the bid price

requirement.7

Rules 4310(c)(25)(H)(i)(b) and (d),

4320(e)(21)(H)(i)(b) and (d), and

4460(i)(1)(B) and (D) refer only to the

issuance of shares in conjunction with

the requirement for shareholder

approval, while Rules

4310(c)(25)(H)(i)(c)(2),

4320(e)(21)(H)(i)(c)(2), and

4460(i)(1)(C)(ii), require shareholder

approval based on the present or

potential issuance of shares.

Nevertheless, Nasdaq has consistently

interpreted the former shareholder

approval rules as including potential

issuances in order to protect

shareholders’ right to vote on significant

corporate transactions. The proposed

rule changes would therefore conform

the language of these rules.

Historically, Nasdaq has looked to the

underlying security of an American

Depositary Receipt (ADR) for

determining compliance with certain

standards (e.g., round lot shareholders,

number of shares in the public float,

market value of public float, and market

capitalization). Rule 4320 provides the

initial and continued listing standards

for ADRs, but does not make clear

whether the underlying security should

be considered when determining

compliance. The proposed rule change

would clarify the continued inclusion

time frame requirements for market

capitalization purposes, and the fact

that the underlying security should be

considered when determining

compliance in the case of ADRs.

Rule 4420(d)(1) does not currently

reference the initial listing of rights on

the Nasdaq National Market.

Specifically, although the Nasdaq

National Market continued listing

standards address both warrants and

rights, the initial listing standards

mention only warrants. This Rule also

states that warrants to purchase

designated securities may be listed on

the Nasdaq National Market provided

that they substantially meet the initial

inclusion requirements applicable to

common stock. Consistent with the

industry practices for pricing this type

of security, Nasdaq has not historically

required issuers to satisfy the publicly

held shares, market value of publicly

held shares, or bid price initial

inclusion standards. As such, Nasdaq

proposes to amend this rule to clarify

the initial inclusion rules apply to rights

as well as warrants and that issuers are

not required to satisfy the publicly held

shares, market value of publicly held

shares, or bid price initial inclusion

standards with respect to rights or

warrants.8

2. Statutory Basis

Nasdaq believes that the proposed

rule change is consistent with the

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

Act 9 which requires, among other

things, the Association’s rules to be

designed to prevent fraudulent and

manipulative acts and practices and, in

general, to protect investors and the

public interest. As noted above,

Nasdaq’s proposed rule changes are

aimed at clarifying certain listing

standards, thus providing greater

transparency in the rules for issuers and

investors.

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

Written comments were neither

solicited nor received.

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 Association

consents, the Commission will:

(A) By order approve such 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 the File No.

SR–NASD–99–69 and should be

submitted by June 28, 2000.

For the Commission, by the Division of

Market Regulation, pursuant to delegated

authority.10

Margaret H. McFarland,

Deputy Secretary.

[FR Doc. 00–14280 Filed 6–6–00; 8:45 am]

BILLING CODE 8010–01–M