[Federal Register Volume 65, Number 128 (Monday, July 3, 2000)]
[Notices]
[Pages 41121-41122]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 00-16746]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-42982; File No. SR-NSCC-00-08]


Self-Regulatory Organizations; National Securities Clearing 
Corporation; Notice of Filing and Order Granting Accelerated Approval 
of a Proposed Rule Change Relating to Dividend Processing of AT&T 
Corporation's When-Issued Trades

June 26, 2000.
    Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 
(``Act''),\1\ notice is hereby given that on June 23, 2000, the 
National Securities Clearing Corporation (``NSCC'') filed with the 
Securities and Exchange Commission (``Commission'') the proposed rule 
change as described in Items I and II below, which items have been 
prepared primarily by NSCC. The Commission is publishing this notice 
and order to solicit comments from interested persons and to grant 
accelerated approval of the proposal.
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    \1\ 15 U.S.C. 78s(b)(1).
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I. Self-Regulatory Organization's Statement of the Terms of 
Substance of the Proposed Rule Change

    The purpose of the proposed rule change is facilitate the 
processing through NSCC's continuous net settlement (``CNS'') system of 
a dividend declared by AT&T Corp. payable on both its regular way and 
its when-issued securities.

II. Self-Regulatory Organization's Statement of the Purpose of, and 
Statutory Basis for, the Proposed Rule Change

    In its filing with the Commission, NSCC 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. NSCC has prepared summaries, set forth in sections (A), 
(B), and (C) below, of the most significant aspects of such 
statements.\2\
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    \2\ The Commission has modified the text of the summaries 
prepared by NSCC.
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(A) Self-Regulatory Organization's Statement of the Purpose of, and 
Statutory Basis for, the Proposed Rule Change

    The purpose of the proposed rule filing is to facilitate the 
processing in NSCC's CNS system of a dividend declared by AT&T Corp. to 
which firms with both regular way and when-issued positions as of a 
certain date are entitled. NSCC's procedures for the processing of the 
dividend are set forth in NSCC's Important Notice dated June 22, 2000, 
which is attached to this Notice and Order as Exhibit A.
    NSCC believes that the proposed rule change is consistent with the 
requirements of the Act and the rules and regulations thereunder. In 
particular, the proposed rule change is consistent with Section 
17A(b)(3)(F) of the Act \3\ which requires that the rules of a clearing 
agency be designed to promote the prompt and accurate clearance and 
settlement of securities transactions.
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    \3\ 15 U.S.C. 78q-1(b)(3)(F).
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(B) Self-Regulatory Organization's Statement on Burden on Competition

    NSCC does not believe that the proposed rule change will have an 
impact on or impose a burden on competition.

(C) Self-Regulatory Organization's Statement on Comments on the 
Proposed Rule Change Received From Members, Participants, or Others

    No written comments have been solicited or received. NSCC will 
notify the Commission of any written comments received by NSCC.

III. Date of Effectiveness of the Proposed Rule Change and Timing 
for Commission Action

    The Commission finds that the proposed rule change is consistent 
with the requirements of the Act and the rules and regulations 
thereunder the particularly with the requirements of Section 
17A(b)(3)(F).\4\ Section 17A(b)(3)(A)(F) requires that the rules of a 
clearing agency be designed to promote the prompt and accurate 
clearance and settlement of securities transactions. Allowing the 
dividend which is payable on both when-issued and regular way 
securities to be processed in the CNS system should help ensure the 
dividend will be promptly and accurately cleared and settled.
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    \4\ 15 U.S.C. 78q-1(b)(3)(F).
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    NSCC has requested that the Commission approve the proposed rule 
change prior to the thirtieth day after publication of the notice of 
the filing. The Commission finds good cause for approving the rule 
change prior to the thirtieth day after publication because such 
approval will facilitate the processing in NSCC's CNS system of a 
dividend declared by AT&T Corp.

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, 450 Fifth Street, NW., Washington, 
DC 20549. Copies of such filing will also be available for inspection 
and copying at the principal office of NSCC. All submissions should 
refer to File No. SR-NSCC-00-08 and should be submitted by July 24, 
2000.
    It is therefore ordered, pursuant to Section 19(b)(2) of the 
Act,\5\ that the proposed rule change (File No. SR-NSCC-00-08) be and 
hereby is approved.
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    \5\ 15 U.S.C. 78s(b)(2).

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[[Page 41122]]

    For the Commission by the Division of Market Regulation, pursuant 
to delegated authority.\6\
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    \6\ 17 CFR 200.30-3(a)(12).

Margaret H. McFarland,
Deputy Secretary.

Exhibit A

Important

June 22, 2000.
To: All Participants
Attention: Managing Partner/Officer, Cashier, Manager Reorganization 
Department, Data Processing Manager, Manager Dividend Department
Subject: AT&T Corp

    On June 15, 2000, the New York Stock Exchange (NYSE) began 
trading in AT&T Corp When-Issued (CUSIP 001957109 Symbol TWD).
    On June 21, 2000, AT&T announced the payment of a quarterly cash 
dividend to be paid based on the following:

Ex-Dividend  June 28, 2000
Record Date  June 30, 2000
Payable Date  August 1, 2000

    The Ex-Dividend will apply to both the Regular-Way and When-
issued securities trades occurring prior to the ex-dividend date.
    Dividend processing for regular way trades will occur in 
accordance with NSCC's current procedures. In order to permit NSCC 
to process dividend debits and credits for the when-issued trades 
occurring prior to the ex-dividend date the following procedures 
will apply:
    1. NSCC will carry two (2) separate CUSIP numbers in CNS

CUSIP number 001957109 for trades prior to ex-dividend date
CUSIP number 001957125 for trades on or after ex-dividend date

    2. NSCC will calculate a net when-issued position for when-
issued trades eligible for the dividend. (CUSIP 001957109) 
Participants will be debited or credited the appropriate dividend 
amounts on payable date August 1, 2000 based on the net positions.
    For Settlement purposes, all compared When-Issued trades will 
settle via the Continuous Net Settlement System (CNS). When-Issued 
trades compared using CUSIP 001957109 will be combined with any 
regular way positions in AT&T common stock (normal when-issued 
processing). When-Issued trades compared using CUSIP number 
001957125 will be merged into the AT&T CUSIP (001957109) using the 
CNS Reorg system. These entries will occur on When-Issued Settlement 
Date and will appear on your CNS Miscellaneous Activity Report as 
Code 51 Merger.
    At the opening of trading on June 28, 2000, The New York Stock 
Exchange will suspend trading in AT&T Corp When-Issued CUSIP 
001957109 (Symbol TWD) and begin trading in AT&T Corp When-Issued 
CUSIP 001957125 (Symbol TWD). The NYSE will announce the actual 
Settlement Date once it has been determined. The same settlement 
date will apply to both AT&T When-Issued CUSIPS.
    Please refer to the New York Stock Exchange Information Notice 
dated June 22, 2000 for additional information regarding this 
security.
    Questions regarding this notice can be directed to the Joe 
Conte, NYSE @ 212-656-5024, Tony Aliberti, NYSE @ 212-656-5034 or 
the undersigned @ 212-412-8662.

Kevin A. Brennan,
Director, Operations.
[FR Doc. 00-16746 Filed 6-30-00; 8:45 am]
BILLING CODE 8010-01-M