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
Federal Register / Vol. 62, No. 26 / Friday, February 7, 1997 / Notices 5871

4 15 U.S.C. 78o–3(b)(6).

5 15 U.S.C. 78k–1(a)(1)(C).

6 15 U.S.C. 78o–3(b)(6).

7 15 U.S.C. 78k–1(a)(1)(C).

8 15 U.S.C. 78s(b)(2).

9 17 CFR 200.30–3(a)(12).

requirements regarding minimum

public float, and a ‘‘market

capitalization’’ test that Nasdaq is in the

process of proposing. Corporate name

charge information also must be kept up

to date.

2. Statutory Basis

The NASD and Nasdaq believe the

proposed rule change is consistent with

Sections 15A(b)(6) 4 and 11A(a)(1)(C) 5

of the Act. Section 15A(b)(6) requires

that the rules of a national securities

association be 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, and to remove impediments

to and perfect the mechanism of a free

and open market. Section 11A(a)(1)(C)

provides that it is in the public interest

and appropriate for the protection of

investors to, among other things, assure

the availability to brokers, dealers, and

investors of information with respect to

quotations for and transactions in

securities. The restoration of the

notification requirement is necessary to

ensure that the NASD and Nasdaq have

current information on the total shares

outstanding for Nasdaq issuers. This

information is important to accurately

calculate market capitalization and

adjust indices containing Nasdaq

securities. These indices are relied upon

by market participants and the public to

indicate the value and movement, in the

aggregate, of the securities of which they

are comprised. In addition, the

information is relevant to Nasdaq listing

standards. Records regarding corporate

name changes also must be kept current.

B. Self-Regulatory Organization’s

Statement on Burden on Competition

The NASD and Nasdaq do 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, as amended.

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. Solicitation of Comments

Interested persons are invited to

submit written data, views, and

arguments concerning the foregoing.

Persons making written submissions

should file six copies thereof with the

Secretary, Securities and Exchange

Commission, 450 Fifth Street, N.W.,

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

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–97–03 and should be

submitted by February 28, 1997.

IV. Commission’s Findings and Order

Granting Accelerated Approval of

Proposed Rule Change

The Commission finds that the

NASD’s and Nasdaq’s proposal is

consistent with the requirements of the

Act and the rules and regulations

thereunder applicable to a national

securities association. Specifically, the

Commission finds that the proposed

rule change is consistent with Sections

15A(b)(6) 6 and 11A(a)(1)(C) 7 of the Act,

which require that a national securities

association 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, in general, to protect

investors and the public interest.

The Commission believes that this

proposal is consistent with Section

15A(b)(6) and 11A(a)(1)(C) of the Act

because it will reinstate filing

requirements imposed on Nasdaq-listed

companies prior to the elimination of

Form 10–C by the Commission. The

reinstatement of the notification

requirement will ensure that the NASD

and Nasdaq continue to receive

pertinent information relating to

Nasdaq-listed companies on a timely

basis. The Commission believes that the

continued receipt of timely information

relating to changes in the amount of

shares outstanding of more than 5% or

changes in corporate name of Nasdaqlisted companies may prevent

fraudulent or manipulative acts and

practices and will serve the public

interest as such information is relied

upon by market participants. The

Commission therefore finds good cause

for approving the proposed rule change

prior to the thirtieth day after the date

of publication of notice thereof in the

Federal Register.

It is therefore ordered, pursuant to

Section 19(b)(2) 8 of the Act, that the

proposed rule change (File No. SR–

NASD–97–03) is hereby approved on an

accelerated basis.

For the Commission, by the Division of

Market Regulation, pursuant to delegated

authority.9

Margaret H. McFarland,

Deputy Secretary.

[FR Doc. 97–3067 Filed 2–6–97; 8:45 am]

BILLING CODE 8010–01–M

[Release No. 34–38221; File No. SR–NYSE–

96–38, SR–Amex–96–49, SR–CBOE–96–78,

SR–CHX–96–33, SR–BSE–96–12, and SR–

Phlx–97–03]

Self-Regulatory Organizations; Order

Granting Approval To Proposed Rule

Changes by the New York Stock

Exchange, Inc., American Stock

Exchange, Inc., and Chicago Board

Options Exchange, Incorporated; and

Order Granting Accelerated Approval

To Proposed Rule Change by the

Chicago Stock Exchange,

Incorporated, and Boston Stock

Exchange, Inc., and Notice of Filing

and Order Granting Accelerated

Approval To Proposed Rule Change by

the Philadelphia Stock Exchange Inc.,

and Amendment No. 1 to the Proposed

Rule Change by the Chicago Board

Options Exchange, Incorporated,

Relating to Amendments to Their

Respective Market-Wide Circuit

Breaker Provisions

January 31, 1997.

I. Introduction

On December 11, 1996, the New York

Stock Exchange, Inc. (‘‘NYSE’’); on

December 16, 1996, the American Stock

Exchange, Inc., (‘‘Amex’’), on December

18, 1996, the Chicago Board Options

Exchange, Incorporated (‘‘CBOE’’), and

the Chicago Stock Exchange,

Incorporated (‘‘CHX’’); on December 31,

1996, the Boston Stock Exchange, Inc.

(‘‘BSE’’); and on January 6, 1997, the

Philadelphia Stock Exchange, Inc.

(‘‘Phlx’’) respectively (each individually

referred to herein as an ‘‘Exchange’’ and