11236 Federal Register / Vol. 62, No. 47 / Tuesday, March 11, 1997 / Notices

7 17 CFR 200.30–3(a)(12).

1 15 U.S.C. 78s(b)(1) (1988).

2 17 CFR 240.19b–4 (1991).

3The MUNICIPAL SECURITIES INFORMATION

LIBRARY and MSIL are registered trademarks of the

Board.

4 15 U.S.C. § 78s(b)(3)(A).

5 17 CFR 240.19b–4(e)(6).

6 17 CFR 200.30–3(a)(12).

SR–MSRB–97–2 and should be

submitted by April 1, 1997.

For the Commission by the Division of

Market Regulation, pursuant to delegated

authority.7

Margaret H. McFarland,

Deputy Secretary.

[FR Doc. 97–5981 Filed 3–10–97; 8:45 am]

BILLING CODE 8010–01–M

[Release No. 34–38366; File No. SR–MSRB–

97–1]

Self-Regulatory Organizations; Notice

of Filing and Immediate Effectiveness

of Proposed Rule Change by the

Municipal Securities Rulemaking

Board Relating to Delivery of Official

Statements to the Board

March 5, 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 February

20, 1997, the Municipal Securities

Rulemaking Board (‘‘Board’’ or

‘‘MSRB’’) filed with the Securities and

Exchange Commission (‘‘Commission’’

or ‘‘SEC’’) the proposed rule change

(File No. SR–MSRB–97–1). The

proposed rule change is described in

Items, I, II, and III below, which Items

have been prepared by the Board. The

Commission is publishing this notice to

solicit comments on the proposed rule

change from interested persons.

I. Self-Regulatory Organization’s

Statement of the Terms of Substance of

the Proposed Rule Change

The Board is filing a proposed rule

change to rule G–36 and Form G–

36(OS), relating to delivery of official

statements to the Board (hereafter

referred to as the ‘‘proposed rule

change’’), which updates the citation to

SEC Rule 15c2–12 in rule G–36 to

correspond to the recently revised

subsection of that Rule and which

makes clear that limited placements

only are exempt from rule G–36.

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

Board 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 texts of these

statements may be examined at the

places specified in Item IV below. The

Board 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

Board rule G–36 requires that

managing underwriters deliver to the

Board copies of final official statements

for most primary offerings of municipal

securities, if an official statement was

prepared. Rule G–36 also requires Form

G–36(OS) to be sent with the official

statement. The Board enters the official

statement into the Municipal Securities

Information Library (‘‘MSIL’’)

System.3 Rule G–36 applies to all

primary offerings with official

statements, except for limited

placements that are exempt under SEC

Rule 15c2–12(d)(1)(i).

Rule G–36 and Form G–36(OS)

contain cross-references to SEC Rule

15c2–12. The proposed rule change to

rule G–36(c)(iii) and Form G–36(OS)

updates the citation to Rule 15c2–12 to

correspond to the recently revised

subsection of Rule 15c2–12 and makes

clear that limited placements only are

exempt from rule G–36.

The Board believes the proposed rule

change is consistent with Section

15B(b)(2)(C) of the Act, which provides

that the Board’s rules shall:

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 municipal

securities, to remove impediments to and

perfect the mechanism of a free and open

market in municipal securities, and, in

general, to protect investors and the public

interest.

B. Self-Regulatory Organization’s

Statement on Burden on Competition

The Board does not believe that the

proposed rule change will impose any

burden on competition 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

The Board has neither solicited nor

received comments on the proposed

rule change.

III. Date of Effectiveness of the

Proposed Rule Change and Timing for

Commission Action

Because the foregoing proposed rule

change: (1) does not significantly affect

the protection of investors or the public

interest; (2) does not impose any

significant burden on competition; (3)

does not become operative for thirty

days from February 20, 1997, the date

on which it was filed, and the MSRB

provided the Commission with written

notice of its intent to file the proposed

rule change at least five business days

prior to the filing date, it has become

effective pursuant to Section 19(b)(3)(A)

of the Act 4 and Rule 19b–4(e)(6) 5

thereunder. In particular, the

Commission believes the proposal

would qualify as a ‘‘non-controversial

filing’’ in that the proposed standards

do not significantly affect the protection

of investors or the public interest and do

not impose any significant burden on

competition. At any time within sixty

days of the filing of the proposed rule

change, the Commission may summarily

abrogate such rule change it if appears

to the Commission that such action is

necessary or appropriate in the public

interest, for the protection of investors,

or otherwise in furtherance of the

purposes of the Act.

IV. 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 the filing will also be

available for inspection and copying at

the Board’s principal offices. All

submissions should refer to File No.

SR–MSRB–97–1 and should be

submitted by April 1, 1997.

For the Commission by the Division of

Market Regulation, pursuant to delegated

authority.6
Federal Register / Vol. 62, No. 47 / Tuesday, March 11, 1997 / Notices 11237

Margaret H. McFarland,

Deputy Secretary.

[FR Doc. 97–5982 Filed 3–10–97; 8:45 am]

BILLING CODE 8010–01–M

[Release No. 34–38360; File No. SR–NASD–

97–15]

March 4, 1997.

Self-Regulatory Organizations; Notice

of Filing and Order Granting

Accelerated Approval of Proposed

Rule Change and Amendment No. 1 by

the National Association of Securities

Dealers, Inc. Relating to Amendments

to the Corporate Financing Rule, The

Nasdaq Stock Market Rules, and Overthe-Counter Bulletin Board Rules To

Effect Compliance With SEC

Regulation M

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

Securities Exchange Act of 1934

(‘‘Act’’), 15 U.S.C. 78s(b)(1), notice is

hereby given that on March 3, 1997, the

National Association of Securities

Dealers, Inc. (‘‘NASD’’ or ‘‘Association’’)

filed with the Securities and Exchange

Commission (‘‘SEC’’ or ‘‘Commission’’)

the proposed rule change and

Amendment No. 1. The proposed rule

change and Amendment No. 1 are

described in Items I, II, and III below,

which Items have been prepared by the

NASD. The Commission is publishing

this notice to solicit comments on the

proposed rule change from interested

persons. For the reasons discussed

below, the Commission is granting

accelerated approval of the proposed

rule change and Amendment No. 1.

I. Self-Regulatory Organization’s

Statement of the Terms of Substance of

the Proposed Rule Change

The NASD is proposing to amend the

Corporate Financing Rule in Rule 2710,

The Nasdaq Rules, and the Over-theCounter Bulletin Board Rules of the

Association to effect compliance with

the Commission’s Regulation M. Below

is the text of the proposed rule change.

Proposed new language is in italics;

proposed deletions are in brackets.

2710. Corporate Financing Rule—

Underwriting Terms and Arrangements

(a) No change.

(b) Filing Requirements—(1) through

(10) No change.

(11) Request for Underwriting

Activity Report. Notwithstanding the

availability of an exemption from filing

under subparagraph (b)(7) of this Rule,

a member acting as a manager (or in a

similar capacity) of a distribution of a

publicly traded subject or reference

security that is subject to SEC Rule 101

shall submit a request to the Corporate

Financing Department for an

Underwriting Activity Report with

respect to the subject and/or reference

security in order to facilitate compliance

with SEC Rules 101, 103, or 104, and

other distribution-related Rules of the

Association. The request shall be

submitted at the time a registration

statement or similar offering document

is filed with the Department, the SEC,

or other regulatory agency or, if not filed

with any regulatory agency, at least two

(2) business days prior to the

commencement of the restricted period

under SEC Rule 101. The request shall

include a copy of the registration

statement or similar offering document

(if not previously submitted pursuant to

subparagraph (b)(5) of this Rule). If no

member is acting as managing

underwriter of such distribution, each

member that is a distribution participant

or an affiliated purchaser shall submit a

request for an Underwriting Activity

Report, unless another member has

assumed responsibility for compliance

with this subparagraph. For purposes of

this subparagraph, SEC Rules 100, 101,

103, and 104 are rules of the

Commission adopted under Regulation

M and the following terms shall have

the meanings as defined in SEC Rule

100: ‘‘distribution,’’ ‘‘distribution

participant,’’ ‘‘reference security,’’

‘‘restricted period,’’ and ‘‘subject

security.’’

(c) No change.

4000. The Nasdaq Stock Market

4200. Definitions

(a) For purposes of the Rule 4000

Series, unless the context requires

otherwise:

[(a)–(x)] (1)–(23)

[(y) ‘‘Penalty bid’’ means a stabilizing

bid that permits the managing

underwriter to reclaim a selling

concession granted to a syndicate

member in connection with the sale of

securities in an underwritten offering

when the syndicate member resells such

securities to the managing underwriter.]

[(z) ‘‘Pre-effective stabilizing bid’’

means a stabilizing bid entered prior to

the effective date of an offering.]

[(aa)] (24) ‘‘Reported security’’ means

an equity security for which quotations

are entered into the Consolidated

Quotations Service.

(25) ‘‘SEC Rule 100’’, ‘‘SEC Rule 101’’,

‘‘SEC Rule 103’’, and ‘‘SEC Rule 104’’

mean the rules adopted by the

Commission under Regulation M, and

any amendments thereto.

[(bb)] (26) ‘‘Solicitation expenses’’

means direct marketing expenses

incurred by a member in connection

with a limited partnership rollup

transaction, such as telephone calls,

broker/dealer fact sheets, members’ legal

and other fees related to the solicitation,

as well as direct solicitation

compensation to members.

[(cc)] (27) ‘‘Stabilizing bid’’ means [a

bid entered for the purpose of

supporting the price of a security to

facilitate an offering of such security as

permitted by SEC Rules 10b–6 and 10b–

7.] the terms ‘‘stabilizing’’ or to

‘‘stabilize’’ as defined in SEC Rule 100.

[(dd)] (28) ‘‘Transaction costs’’ means

costs incurred in connection with a

limited partnership rollup transaction,

including printing and mailing the

proxy, prospectus or other documents;

legal fees not related to the solicitation

of votes or tenders; financial advisory

fees; investment banking fees; appraisal

fees; accounting fees; independent

committee expenses; travel expenses;

and all other fees related to the

preparatory work of the transaction, but

not including costs that would have

otherwise been incurred by the subject

limited partnerships in the ordinary

course of business or solicitation

expenses.

(29) ‘‘Underwriting Activity Report’’ is

a report provided by the Corporate

Financing Department of NASD

Regulation, Inc. in connection with a

distribution of securities subject to SEC

Rule 101 pursuant to Rule 2710(b)(11)

and includes forms that are submitted

by members to comply with their

notification obligations under Rules

4614, 4619, and 4623.

(b) For purposes of Rules 4614, 4619,

and 4623, the following terms shall have

the meanings as defined in SEC Rule

100: ‘‘affiliated purchaser,’’

‘‘distribution,’’ ‘‘distribution

participant,’’ ‘‘independent bid,’’ ‘‘net

purchases,’’ ‘‘passive market maker,’’

‘‘penalty bid,’’ ‘‘reference security,’’

‘‘restricted period,’’ ‘‘subject security,’’

and ‘‘syndicate covering transaction’’.

4600. Nasdaq Market Maker

Requirements

4614. Stabilizing Bids

(a) [Eligibility.]

[A market maker may enter a

stabilizing bid in Nasdaq, which bid

will be identified with the appropriate

identifier on the Nasdaq quotation

display.]

Market Maker Obligation/Identifier

A market maker that intends to

stabilize the price of a Nasdaq security

that is a subject of reference security

under SEC Rule 101 shall submit a

request to Nasdaq Market Operations