14708 Federal Register / Vol. 62, No. 59 / Thursday, March 27, 1997 / Notices

1The Commission approved the Second

Restatement of the CTA Plan on May 9, 1996. See

Securities Exchange Act Release No. 37191, 61 FR

24842.

Department of the Treasury

Senior Advisor to the Assistant

Secretary for Enforcement. Effective

February 4, 1997.

Special Assistant to the Chief of Staff.

Effective February 10, 1997.

Legislative Analyst to the Director,

Office of Legislative Affairs. Effective

February 21, 1997.

Public Affairs Specialist to the Senior

Advisor and Director, Office of Public

Affairs. Effective February 25, 1997.

Special Assistant to the Assistant

Secretary (Legislative Affairs and Public

Liaison). Effective February 26, 1997.

Equal Employment Opportunity

Commission

Media Contact Specialist (Bilingual)

to the Director, Office of

Communications and Legislative

Affairs. Effective February 3, 1997.

General Services Administration

Senior Advisor to the Commissioner,

Public Buildings Service. Effective

February 28, 1997.

National Aeronautics and Space

Administration

Special Assistant to the

Administrator, National Aeronautics

and Space Administration. Effective

February 27, 1997.

National Credit Union Administration

Communications and Administrative

Assistant to the Board Member.

Effective February 18, 1997.

Office of Personnel Management

Deputy Director of Communications

to the Director of Communications.

Effective February 25, 1997.

U.S. Arms Control and Disarmament

Agency

Special Assistant to the Director, U.S.

Arms Control Disarmament Agency.

Effective February 11, 1997.

United States Trade and Development

Agency

Congressional Liaison Officer to the

Director of the U.S. Trade and

Development Agency. Effective

February 28, 1997.

Authority: 5 U.S.C. 3301 and 3302; E.O.

10577, 3 CFR 1954–1958 Comp., P. 218.

Office of Personnel Management.

James B. King,

Director.

[FR Doc. 97–7780 Filed 3–26–97; 8:45 am]

BILLING CODE 6325–01–M

SECURITIES AND EXCHANGE

COMMISSION

[Release No. 34–38427; File No. SR–CTA/

CQ–97–1]

Consolidated Tape Association; Notice

of Filing of First Substantive

Amendment to the Second

Restatement of the Consolidated Tape

Association Plan

March 21, 1997.

Pursuant to Rule 11Aa3–2 of the

Securities Exchange Act of 1934, as

amended (‘‘Act’’), notice is hereby given

that on March 14, 1997, the

Consolidated Tape Association (‘‘CTA’’)

Plan Participants filed with the

Securities and Exchange Commission

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

to the Restated CTA Plan. The

Commission is publishing this notice to

solicit comments from interested

persons on the amendments.

I. General Overview of the Amendment

First Substantive Amendment to the

Second Restatement of the CTA Plan

The Participants to the CTA Plan

propose to amend the Second

Restatement of the CTA Plan.1 The

amendment would modify the CTA

Plan’s procedures for resuming the

dissemination of last sale prices

following a regulatory halt. More

specifically, the amendment would

reduce from 15 minutes to ten minutes

the period that must elapse before the

Processor can resume the dissemination

of market data after the primary market

for the halted security notifies the

Processor that the information that

triggered the halt has been adequately

disclosed. The text of the proposed

amendment is available from the CTA

and at the Commission.

II. Description and Purpose of the

Amendments

A. Rule 11Aa3–2

Section XI(a) of the Second

Restatement of the CTA Plan recognizes

the right of the primary market for a

security to halt or suspend trading in

the security if it feels that the nondisclosure of information relating to the

security or other regulatory problems

warrants that action. After the primary

market notifies the Processor that the

information that triggered the halt has

been adequately disclosed, the

Processor is required to disseminate

indications of interest for the security

that any Participant may provide.

If the primary market provides an

indication of interest within 15 minutes

of the time that it notifies the Processor

about the adequate information

disclosure, the Processor may resume its

dissemination of last sale information

relating to the security at the end of that

15-minute period.

If the primary market does not

provides an indication of interest within

15 minutes of its notice to the Processor

of the adequate information disclosure,

then within five minutes of the end of

that period, the primary market must

cause the Processor to include on the

consolidated tape an administrative

message. The message must signify the

continuation of the halt or announce the

existence of a market condition that

relates to the trading of the security in

the primary market. In the latter case

(i.e., the announcement), the halt

terminates five minutes after the

announcement, at which time the

Processor is to resume disseminating

last sale information relating to the

security.

The proposed amendment will reduce

the 15-minute period to ten minutes.

This amendment will enable trading in

the security to resume ten minutes after

the security’s primary market notifies

the Processor that the requisite

information has been adequately

disclosed. In the context of a halt that

involves the announcement of an

existing market condition, the

amendment will also expedite the time

by which the primary market must make

the announcement, thereby expediting

the resumption of the Processor’s

dissemination of last sale information

relating to the security.

The post-disclosure waiting period is

primarily intended to allow an adequate

opportunity for an appropriate level of

dispersion of the information that

triggered the trading halt. The

Participants believe that significant

increases in the speed of

communications allow for rapid

dissemination of information and rapid

response to that disseminated

information.

Moreover, the Participants believe the

increases in the speed of

communications have shifted the

balance between timeliness and the

price discovery. That is, ten minutes,

rather than 15 minutes, has become an

appropriate period to arrive at a price

that reflects an appropriate equilibrium

of buying and selling interest. The

proposed amendment will allow a stock

to open or re-open in a more

expeditious manner, while still

providing sufficient time for the

appropriate pricing of orders. As a

result, the Participants believe the
Federal Register / Vol. 62, No. 59 / Thursday, March 27, 1997 / Notices 14709

2The Commission approved the NYSE rule

changed on January 31, 1997. See Exchange Act

Release No. 38225, 62 FR 5875 (February 7, 1997).

The AMEX has filed in its version (the ‘‘Proposed

AMEX Rule’’) with the Commission and the

Commission is by separate Notice publishing the

proposed rule for comment today. See Exchange

Act Released No. 38426 (March 21, 1997). 3 Id.

proposed amendment strikes an

appropriate balance between the

preservation of the price discovery

process and the provision of timely

opportunities for investors to participate

in the market.

In addition, the amendment would

conform the CTA Plan to rule changes

of the New York Stock Exchange

(‘‘NYSE’’) and the American Stock

Exchange (‘‘AMEX’’).2 In relevant part,

those rule changes reduce from 15

minutes to ten minutes the duration of

the time period that must elapse

between the first publication of an

indication of interest following a trading

halt and the reopening of trading in the

halted security.

Without the instant amendment to the

CTA Plan, the NYSE and AMEX rule

changes would create the following

anomaly: If an indication of interest for

a security is published less than five

minutes after NYSE or AMEX

announces that the information that

gave rise to a regulatory trading halt has

been adequately dispersed, NYSE and

AMEX rules would allow the specialist

to reopen trading in the security before

the CTA Plan would allow the Processor

to report the security’s last sale price

information. This amendment would

eliminate the anomaly.

Governing or Constituent Document

The proposed amendment does not

change any governing or constituent

document relating to a person

authorized to implement or administer

the CTA Plan on behalf of the

Participants.

Implementation of Amendment

The Participants plan to implement

the proposed changes upon (a) the

completion of necessary systems

modification (which the Commission is

told are minor in nature) and (b) in

respect of the applicability of the

proposed amendment to Network B

Eligible Securities, Commission

approval of the Proposed AMEX Rule.

Development and Implementation

Phases

See Item II(A)(3).

Analysis of Impact on Competition

The Participants believe the proposed

amendment will impose no burden on

competition.

Written Understanding or Agreement

Relating to Interpretation of, or

Participation in, Plan

The Participants have no written

understandings or agreements relating

to interpretation of its CTA Plan or

conditions for becoming a CTA Plan

Participant.

Approval by Sponsors in Accordance

with Plan

Under Section IV(b) of the CTA Plan,

each of the CTA Plan’s Participants

must execute a written amendment to

the CTA Plan before the amendment can

become effective. The amendment is so

executed.

Description of Operation of Facility

Contemplated by the Proposed

Amendment

The Participants believe the proposed

amendment does not change the manner

in which the CTA Plan’s facilities will

be operated.

Terms and Conditions of Access

The Participants believe the

amendment does not change the terms

and conditions of access.

Method of Determination and

Imposition, and Amount of, Fees and

Charges

The proposed amendment neither

imposes any new fee or charge nor alters

any existing fee or charge.

Method and Frequency of Processor

Evaluation

The proposed amendment does not

change the method of frequency for

evaluating the CTA Plan Processor.

Dispute Resolution

The proposed amendment does not

change the method by which disputes

may be resolved under the CTA Plan.

B. Rule 11Aa3–1

Reporting Requirements

The Participants believe the proposed

amendment would not affect the CTA

Plan’s reporting requirements.

Manner of Collecting, Processing,

Sequencing, Making Available and

Disseminating Last Sale Information

In the context of a regulatory halt, the

proposed amendment would expedite

by five minutes the time by which the

Processor must make a security’s last

sale prices available after the primary

market for the security notifies the

processor that the information that

triggered the halt has been adequately

disseminated.

Manner of Consolidation

The proposed amendment does not

change the manner by which the

Participants consolidate last sale prices.

Standards and Methods Ensuring

Promptness, Accuracy and

Completeness of Transaction Reports

The proposed amendment does not

change the standards and methods by

which the CTA Plan ensures,

promptness, accuracy and

completeness.

Rules and Procedures Addressed to

Fraudulent or Manipulative

Dissemination

The Participants believe the ten

minute waiting period provides

adequate opportunity for the dispersion

of the information that triggered the

halt.

Terms of Access to Transaction Reports

The Participants believe the proposed

amendment has no effect on the CTA

Plan’s specific terms of access to

transaction reports made available

under the CTA Plan.

Identification of Marketplace of

Execution

The proposed amendment has no

effect on the provisions of the CTA Plan

that require displays to identify the

marketplace where each transaction was

executed.

III. Solicitation of Comments

The CTA in its filing requested

immediate effectiveness (subject to the

implementation period described above)

of this amendment pursuant to Rule

11Aa3–2(c)(3)(ii) under the Act. That

rule provides that amendments

concerned solely with the

administration of the plan may be put

into effect upon filing if so designated

by the Participants. The Commission

does not believe that this filing is

concerned solely with the

administration of the Plan. Rather the

proposed amendment would have an

effect upon trading practices within the

National Market System. Moreover, the

Commission today has also published

for comment a rule proposal by the

AMEX that relates to the applicability of

the proposed CTA amendment to

Network B eligible securities.3

Consequently, the Commission has

decided to publish this proposed

amendment in accordance with Rule

11Aa3–2(c)(1).

Interested persons are invited to

submit written data, views, and

arguments concerning the foregoing.
14710 Federal Register / Vol. 62, No. 59 / Thursday, March 27, 1997 / Notices

4 17 CFR 200.30–3(a)(27) (1989).

1A formula is likely to limit the Holder’s

participation in any appreciation of the underlying

Shares, and it may, in some cases, limit the Holder’s

exposure to any depreciation in the underlying

Shares. It is anticipated that the Holders will

receive a yield greater than the ordinary dividend

yield on the Shares at the time of the issuance of

the Securities, which is intended to compensate

Holders for the limit on the Holders’ participation

in any appreciation of the underlying Shares. In

some cases, there may be an upper limit on the

value of the Shares that a Holder will ultimately

receive.

Persons making written submissions

should file six copies thereof with the

Secretary, Securities and Exchange

Commission, 450 Fifth Street, NW.,

Washington, DC 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 CTA. All

submissions should refer to the file

number in the caption above and should

be submitted by April 17, 1997.

For the Commission, by the Division of

Market Regulation, pursuant to delegated

authority.4

Jonathan G. Katz,

Secretary.

[FR Doc. 97–7784 Filed 3–26–97; 8:45 am]

BILLING CODE 8010–01–M

[Investment Company Act Release No.

22578; 812–10478]

Goldman Sachs & Co.; Notice of

Application

March 21, 1997.

AGENCY: Securities and Exchange

Commission (‘‘SEC’’).

ACTION: Notice of Application for an

Order under the Investment Company

Act of 1940 (the ‘‘Act’’).

APPLICANT: Goldman Sachs & Co.

(‘’Goldman Sachs’’).

RELEVANT ACT SECTIONS: Order requested

under section 6(c) of the Act for an

exemption from sections 12(d) (1) and

14(a) of the Act, and under section 17(b)

of the Act for an exemption from section

17(a) of the Act.

SUMMARY OF APPLICATION: Goldman

Sachs requests an order with respect to

the Automatic Common Exchange

Security Trusts and future trusts that are

substantially similar and for which

Goldman Sachs will serve as a principal

underwriter (the ‘‘Trusts’’) that would

(a) permit other registered investment

companies to own a greater percentage

of the total outstanding voting stock (the

‘‘Securities’’) of any Trust than that

permitted by section 12(d)(1), (b)

exempt the Trusts from the initial net

worth requirements of section 14(a), and

(c) permit the Trusts to purchase U.S.

government securities from Goldman

Sachs at the time of a Trust’s initial

issuance of Securities.

FILING DATES: The application was filed

on January 7, 1997. Applicants have

agreed to file an amendment during the

notice period the substance of which is

incorporated herein.

HEARING OR NOTIFICATION OF HEARING: An

order granting the application will be

issued unless the SEC orders a hearing.

Interested persons may request a

hearing by writing to the SEC’s

Secretary and serving applicant with a

copy of the request, personally or by

mail. Hearing requests should be

received by the SEC by 5:30 p.m. on

April 15, 1997, and should be

accompanied by proof of service on

applicant, in the form of an affidavit, or,

for lawyers, a certificate of service.

Hearing requests should state the nature

of the writer’s interest, the reason for the

request, and the issues contested.

Persons may request notification of a

hearing by writing to the SEC’s

Secretary.

ADDRESSES: Secretary, SEC, 450 Fifth

Street, N.W., Washington, D.C. 20549.

Applicant, 85 Broadway, New York,

New York 10004.

FOR FURTHER INFORMATION CONTACT:

Elaine M. Boggs, Senior Attorney, at

(202) 942–0572, or Mary Kay Frech,

Branch Chief, at (202) 942–0564

(Division of Investment Management,

Office of Investment Company

Regulation).

SUPPLEMENTARY INFORMATION: The

following is a summary of the

application. The complete application

may be obtained for a fee from the SEC’s

Public Reference Branch.

Applicant’s Representations

1. Each Trust will be a limited-life,

grantor trust registered under the Act as

a non-diversified, closed-end

management investment company.

Goldman Sachs will serve as a principal

underwriter (as defined in section

2(a)(29) of the Act) of the Securities

issued to the public by each Trust.

2. Each Trust will, at the time of its

issuance of Securities, (a) enter into one

or more forward purchase contracts (the

‘‘Contracts’’) with a counterparty to

purchase a formulaically-determined

number of a specified equity security or

securities (the ‘‘Shares’’) of one

specified issuer, and (b) in some cases,

purchase certain U.S. Treasury

securities (‘’Treasuries’’), which may

include interest-only or principal-only

securities maturing at or prior to the

Trust’s termination. The Trusts will

purchase the Contracts from

counterparties that are not affiliated

with either the relevant Trust or

applicant. The investment objective of

each Trust will be to provide to each

holder of Securities (‘‘Holder’’) (a)

current cash distributions from the

proceeds of any Treasuries, and (b)

limited participation in, or limited

exposure to, changes in the market

value of the underlying Shares.

3. In all cases, the Shares will trade

in the secondary market and the issuer

of the Shares will be a reporting

company under the Securities Exchange

Act of 1934. The number of Shares, or

the value thereof, that will be delivered

to a Trust pursuant to the Contracts may

be fixed (e.g., one Share per Securities

issued) or may be determined pursuant

to a formula; the product of which will

vary with the price of the Shares. A

formula generally will result in each

Securities Holder receiving fewer Shares

as the market value of such Shares

increases, and more Shares as their

market value decreases.1 At the

termination of each Trust, each Holder

will receive the number of Shares per

Securities, or the value thereof, as

determined by the terms of the

Contracts, that is equal to the Holder’s

pro rata interest in the Shares or amount

received by the Trust under the

Contracts.

4. Securities issued by the Trusts will

be listed on a national securities

exchange or traded on the National

Association of Securities Dealers

Automated Quotation System. Thus the

Securities will be ‘‘national market

system’’ securities subject to public

price quotation and trade reporting

requirements. After the Securities are

issued, the trading price of the

Securities is expected to vary from time

to time based primarily upon the price

of the underlying Shares, interest rates,

and other factors affecting conditions

and prices in the debt and equity

markets. Goldman Sachs currently

intends, but will not be obligated, to

make a market in the Securities of each

Trust.

5. Each Trust will be internally

managed by three trustees and will not

have any separate investment adviser.