Federal Register / Vol. 62, No. 26 / Friday, February 7, 1997 / Notices 5869

3Applicants seek relief under section 6(c) as well

as section 17(b) because section 17(b) could be

interpreted as giving the SEC power to exempt only

a single transaction from section 17(a), as opposed

to a class of transactions. See Keystone Custodian

Funds, Inc., 21 S.E.C. 295 (1945).

1Formerly Delta Government Options Corp.

2 15 U.S.C. 78s(a).

3 15 U.S.C. 78q–1.

4Letter from Robert C. Mendelson, Esq., Morgan,

Lewis and Bockius, to Jerry W. Carpenter, Assistant

Director, Division of Market Regulations,

Commission (January 16, 1997).

5 15 U.S.C. 78q–1(b)(2) and 78s(a).

6Securities Exchange Act Release No. 27611

(January 12, 1990), 55 FR 1890.

7Securities Exchange Act Release Nos. 31856

(February 11, 1993), 58 FR 9005 (extension until

January 12, 1995) and 35198 (January 6, 1995), 60

FR 3286 (extension until January 31, 1997).

8Supra note 6.

9Securities Exchange Act Release No. 36367

(October 13, 1995), 60 FR 54095.

10 15 U.S.C. 78q–1(b)(3).

11 15 U.S.C. 78q–1(b)(3)(C).

12 DCC also has recently or is in the process of

making several major changes to its operational

structure. For example, DCC was recently sold by

its original owner, Cawsl Corp., to three purchasers

led by Intercapital Group Ltd. In addition, DCC is

in the process of selecting a new facilities manager

and in automating several of its processes.

13 15 U.S.C. 78q–1(b).

security, or transaction, or any class or

classes of persons, securities, or

transactions, from any provisions of the

act, if and to the extent such exemption

is necessary or appropriate in the public

interest and consistent with the

protection of investors and the purposes

fairly intended by the policy and

provisions of the Act.3 Applicants

believe that the proposed transactions

are necessary or appropriate in the

public interest because they allow the

Retail Funds and the Remote Variable

Product Funds and their shareholders

the opportunity to participate in

investment opportunities that meet the

Funds’ investment objectives and avoid

a reduction in or possible loss of

investment opportunities. Applicants

also assert that the types of abuses the

Act was intended to prevent are

unlikely to occur in the proposed

transactions for the reasons discussed

above. Accordingly, applicants submit

that the proposed transactions meet the

requirements for an exemption under

section 6(c).

Applicants’ Conditions

Applicants agree that any order

granting the requested relief will be

subject to the following conditions:

1. The Retail Funds and the Remote

Variable Product Funds will purchase

Securities of the Company in an

Offering only if such Securities are part

of an issue registered under the

Securities Act that is being offered to

the public. All such purchases will be

effected at the public offering price

stated in the prospectus and in the same

manner as sales to the general public.

2. All Offerings will be underwritten

on a firm commitment basis by members

of the NASD.

3. No registered investment company

that is an affiliated person or an

affiliated person of an affiliated person

of the Company, other than by reason of

sharing a common investment adviser

with a Controlled Variable Product

Fund, will be permitted to purchase

Securities in an Offering, including

Securities issued pursuant to the

underwriters’ over-allotment option.

4. Applicants will not offer any

incentives to the investment advisers of

the Retail Funds or the Remote Variable

Product Funds to purchase Securities of

the Company, and will take no action to

induce fund managers to deviate from

the Funds’ stated investment policies.

5. No investment adviser to a Retail

Fund or a Remote Variable Product

Fund will be an affiliated person of

applicants other than by reason of being

an investment adviser to a Variable

Product Fund.

For the SEC, by the Division of Investment

Management, under delegated authority

Margaret H. McFarland,

Deputy Secretary.

[FR Doc. 97–3064 Filed 2–6–97; 8:45 am]

BILLING CODE 8010–01–M

[Release 34–38224; File No. 600–24]

Self-Regulatory Organizations; Delta

Clearing Corp.; Notice of Filing and

Order Approving Application for

Extension of Temporary Registration

as a Clearing Agency

January 31, 1997.

On January 17, 1997, Delta Clearing

Corp. (‘‘DCC’’) 1 filed with the Securities

and Exchange Commission

(‘‘Commission’’) a request pursuant to

Section 19(a) of the Securities Exchange

Act of 1934 (‘‘Act’’) 2 for extension of its

registration as a clearing agency under

Section 17A of the Act 3 for a period of

six months or for such longer period as

the Commission deems appropriate.4

The Commission is publishing the

notice and order to solicit comments

from interested persons and to grant

DCC’s request for an extension of its

temporary registration as a clearing

agency through July 31, 1997.

On January 12, 1990, the Commission

granted DCC’s application for

registration as a clearing agency

pursuant to Sections 17A(b)(2) and 19(a)

of the Act 5 on a temporary basis for a

period of thirty-six months.6 Since that

time, the Commission has extended

DCC’s temporary registration as a

clearing agency through January 31,

1997.7 DCC now requests that the

Commission grant an extension of its

original order granting DCC temporary

registration as a clearing agency subject

to the same terms and conditions for a

period of six months or for such longer

period as the Commission deems

appropriate.

As discussed in detail in the order

granting DCC’s initial temporary

registration as a clearing agency,8 one of

the primary reasons for DCC’s

registration is to enable it to provide for

the safe and efficient clearance and

settlement of transactions involving the

over-the-counter trading of options on

U.S. Treasury securities. Since the time,

the Commission has approved DCC’s

request to begin clearance and

settlement of repurchase agreement

transactions involving U.S. Treasury

securities as the underlying

instrument.9 Currently, repurchase

agreement transactions constitute the

majority of the transactions cleared by

DCC.

In light of DCC’s past performance,

the Commission believes that DCC has

the capacity to comply with the

statutory obligations set forth under

Section 17A(b)(3) of the Act,10 which

sets forth the prerequisites for

registration as a clearing agency.

However, the Commission believes that

DCC should continue to be registered on

a temporary basis. Currently, DCC has

an exemption from the fair

representation requirements of Section

17A(b)(3)(C) of the Act.11 The

Commission believes that this should be

resolved prior to DCC’s registration

becoming permanent. Further, DCC has

only recently begun providing clearance

services for repurchase agreement

transactions, which constitutes the vast

majority of its operations.12 The

Commission would like the opportunity

of observing DCC’s performance in this

area prior to a grant of permanent

registration as a clearing agency.

Comments received during DCC’s

temporary registration will be

considered in determining whether DCC

should receive permanent registration as

a clearing agency under Section 17A(b)

of the Act.13

Solicitation of Comments

Interested persons are invited to

submit written data, views, and

arguments concerning the foregoing.

Persons making written submission

should file six copies thereof with the
5870 Federal Register / Vol. 62, No. 26 / Friday, February 7, 1997 / Notices

14 17 CFR 200.30–3(a)(50)(i).

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

2 17 CFR 240.19b–4.

3Exchange Act Release No. 37262 (May 31, 1996),

61 FR 30397 (‘‘Phase One Recommendations of

Task Force on Disclosure Simplification’’).

Secretary, Securities and Exchange

Commission, 450 Fifth Street, N.W.,

Washington D.C. 20549. Copies of the

submissions, all subsequent

amendments, all written statements

with respect to the request for extension

of temporary registration as a clearing

agency that are filed with the

Commission, and all written

communications relating to the

requested extension between the

Commission and any person, other than

those that may be withheld form 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, N.W.,

Washington, D.C. 20549. Copies of such

filing will also be available for

inspection and copying at the principal

office of DCC. All submissions should

refer to the File No. 600–24 and should

be submitted by February 28, 1997.

Conclusion

On the basis of the foregoing, the

Commission finds that DCC’s request for

extension of temporary registration as a

clearing agency is consistent with the

Act and in particular with Section 17A

of the Act.

It is therefore ordered, that DCC’s

temporary registration as a clearing

agency (File No. 600–24) be, and hereby

is extended through July 31, 1997.

For the Commission by the Division of

Market Regulation, pursuant to delegated

authority.14

Margaret H. McFarland,

Deputy Secretary.

[FR Doc. 97–3065 Filed 2–6–97; 8:45 am]

BILLING CODE 8010–01–M

[Release No. 34–38226; File No. SR–NASD–

97–03]

Self-Regulatory Organizations; Notice

of Filing and Order Granting

Accelerated Approval of Proposed

Rule Change by National Association

of Securities Dealers, Inc. and the

Nasdaq Stock Market, Inc. Relating to

the Filing of Changes to Total Shares

Outstanding and Corporate Name of

Nasdaq Issuers

January 31, 1997.

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 January

22, 1997, the National Association of

Securities Dealers, Inc. (‘‘NASD’’) and

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 Commission is

publishing this notice to solicit

comments on the proposed rule change

from interested persons and to grant

accelerated approval to the proposed

rule change.

I. Self-regulatory Organization’s

Statement of the Terms of Substance of

the Proposed Rule Change

NASD and Nasdaq are proposing to

amend Nasdaq’s listing requirements to

restore a filing requirement that requires

a Nasdaq-listed company to notify

NASD and Nasdaq when it changes the

amount of shares outstanding by more

than 5% or changes its corporate name.

Below is the text of the proposed rule

change. Proposed new language is in

italics; there are no deletions.

Qualification Requirements for

Domestic and Canadian Securities

* * * * *

Rule 4310(c)(20)

The issuer shall notify the Association

promptly in writing of any change in the

general character or nature of its

business and any change in the address

of its principal executive offices. The

issuer also shall file on a form

designated by the Association

notification of any corporate name

change no later than 10 days after the

change.

Rule 4310(c)(24)

The issuer shall file, on a form

designated by the Association no later

than 10 days after the occurrence, any

aggregate increase of any class of

securities included in Nasdaq that

exceeds 5% of the amount of securities

of the class outstanding.

Qualification Requirements for NonCanadian Foreign Securities and

American Depositary Receipts

* * * * *

Rule 4320(e)(19)

The issuer shall notify the Association

promptly in writing of any change in the

general character or nature of its

business and any change in the address

of its principal executive offices. The

issuer also shall file on a form

designated by the Association

notification of any corporate name

change no later than 10 days after the

change.

Rule 4320(e)(21)

The issuer shall file, on a form

designated by the Association no later

than 10 days after the occurrence, any

aggregate increase or decrease of any

class of securities included in Nasdaq

that exceeds 5% of the amount of

securities of the class outstanding.

II. Self-regulatory Organization’s

Statement of the Purpose of, and

Statutory Basis for, the Proposed Rule

Change

In their filing with the Commission,

the NASD and 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 Items III 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

Effective July 15, 1996, the SEC

eliminated Rules 13a–17 and 15d–17,

and Form 10–C under the Exchange Act.

These rules required Nasdaq-listed

companies to report to the SEC and the

NASD: (1) Aggregate increases or

decreases of a class of securities that

exceed 5% of the amount of securities

of the class outstanding; and (2)

corporate name changes. The SEC

eliminated these requirements as part of

a general streamlining of their

disclosure requirements, stating that the

information could be found in a

company’s financial statements.3

Because NASD Rules 4310(c)(14) and

4320(e)(13) require Nasdaq issuers to

file with the NASD and Nasdaq any

filings submitted to the SEC, the

elimination of the SEC requirements

has, in effect, eliminated timely

notification of this information to the

NASD and Nasdaq.

It is important, however, for the

NASD and Nasdaq to continue to

receive this information from issuers as

it becomes available. Information

concerning total shares outstanding is

necessary to calculate market

capitalization and adjust the various

market indices that contain Nasdaq

securities. In addition, the information

is relevant to Nasdaq listing