Federal Register / Vol. 62, No. 70 / Friday, April 11, 1997 / Notices 17899

SECURITIES AND EXCHANGE

COMMISSION

[Release No. 34–38478; File No. SR–NYSE–

97–11]

Self-Regulatory Organizations; Notice

of Filing and Order Granting

Accelerated Approval of Proposed

Rule Change by the New York Stock

Exchange, Inc. Relating to

Requirements for Notification by

Member Organizations of Participation

in Distributions

April 4, 1997.

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

Securities Exchange Act of 1934, 15

U.S.C. 78s(b)(1), notice is hereby given

that on March 31, 1997, the New York

Stock Exchange, Inc. (‘‘NYSE’’ or

‘‘Exchange’’) 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 the self-regulatory organization. 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.

I. Self-Regulatory Organization’s

Statement of the Terms of Substance of

the Proposed Rule Change

The NYSE is proposing a new rule,

Rule 392, and an amendment to existing

Rule 460 to require notification by

member organizations when they are

participating in an offering of securities

listed on the Exchange. Proposed new

language is in italics; proposed

deletions are in brackets.

Notification Requirements for Offerings

of Listed Securities

Rule 392. (a) A member or member

organization which acts as the lead

underwriter of any offering in a listed

security, other than a secondary

distribution pursuant to Rule 393, shall

notify the Exchange of such offering in

such form and within such time frame

as may be prescribed by the Exchange

and shall provide the information

required below:

1. name of security

2. symbol

3. type of security

4. number of shares offered

5. offering price

6. date of pricing

7. time pricing

8. pricing basis (e.g., NYSE or

Consolidated close)

9. beginning and ending dates of

restricted period under Regulations M

(if applicable)

10. syndicate members

11. firm submitting notification

12. name of individual submitting

notification

13. telephone number

14. such other information as the

Exchange may from time to time

require

(b) Any Exchange member or member

organization effecting a syndicate

covering transaction or imposing a

penalty bid in a listed security shall

provide notice of such to the Exchange

in such format and within such time

frame as the Exchange may from time

to time require.

Rule 460 Specialists Participating in

Contests

* * * * *

Supplemetary Material

* * * * *

.20 The restrictions in paragraphs (a)

and .10 above shall not apply, except as

provided herein, to an approved person

entitled to an exemption from this Rule

pursuant to Rule 98. The restriction on

acquisition of 10% or more of the

outstanding shares of any equity

security in which an associated

specialist is registered, as provided in

Rule 460.10, shall apply to such

approved person separate and distinct

from the restriction as applied to any or

all other persons specified in rule

460.10, and positions of the approved

person shall not be aggregated with the

positions of any one or more other

persons specified in Rule 460.10. The

same principle applies with respect to

the reporting of positions specified in

Rule 460.10. An approved person

entitled to an exemption from this Rule

may engage in business transactions

with a company in whose stock an

associated specialist is registered, may

accept a finder’s fee from such

company, and may act as an

underwriter in any capacity for a

distribution of securities issued by such

company. [When an approved person

entitled to an exemption from this Rule

is acting or has agreed to act in any

underwriting capacity for a distribution

of (i) any security in which an

associated specialist is registered; (ii)

any security which is immediately

exchangeable for or convertible into a

security in which an associated

specialist is registered; and (iii) any

security which entitles the holder

thereof immediately to acquire a

security in which an associated

specialist is registered, the associated

specialist member organization shall

‘‘give up the book’’ in the security in

which a specialist member of the

specialist member organization is

registered to another specialist

organization satisfactory to the

Exchange which shall serve as a full

time relief specialist until such book

may, in accordance with this Rule, be

reacquired by the member organization

that is associated with the approved

person. The period during which the

member organization shall give up the

book as provided above shall commence

not later than the date specified in (A),

(B), or (C), whichever is applicable, of

Rule 10b–6(a)(3)(xi) of the Securities

and Exchange Commission under the

Securities Exchange Act of 1934 and

shall end when the approved person has

completed his participation in such

distribution in accordance with

paragraph (c)(3) of that Rule.]

.30(a) An approved person associated

with a specialist member organization

(‘‘Affiliated Specialist’’) that is entitled

to an exemption from certain Exchange

rules pursuant to Exchange rule 98 shall

notify the Exchange of its participation

in any distribution or tender or

exchange offer of any security covered

by paragraph (b) of this rule, in such

form and within such time frame as may

be prescribed by the Exchange and shall

provide the information required below:

1. name of security

2. symbol

3. type of security

4. symbol of reference security or

securities (if different from security

being distributed

5. description of distribution or tender

or exchange offer

6. distribution price or terms of tender

or exchange offer

7. date of pricing

8. time of pricing

9. pricing basis (e.g., NYSE or

Consolidated close)

10. beginning and ending dates of the

restricted period under Regulation M

(if applicable) or, for a tender or

exchange offer, the date the offer is

publicly announced and its expiration

date

11. firm submitting notification

12. name and title of individual

submitting notification

13. telephone number

14. such other information as the

Exchange may from time to time

require

(b) The notification requirements of

this rule are applicable to any security

in which the Affiliated Specialist is

registered where such security is either:

(i) the subject of a tender or exchange

offer (or any other security which is

immediately convertible into or

exchangeable for such security) for

purposes of Rule 10b–13 under the

Securities Exchange Act of 1934; or,
17900 Federal Register / Vol. 62, No. 70 / Friday, April 11, 1997 / Notices

1 15 U.S.C. § 78f(b)(5) (1988).

(ii) a covered security as defined in

Rule 100 of Regulation M.

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

NYSE 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 III below. The NYSE has

prepared summaries, set forth in

Sections (A), (B), and (c) below.

(A) Self-Regulatory Organization’s

Statement of the Purpose of, and

Statutory Basis for, the Proposed Rule

Change

1. Purpose

The SEC has adopted Regulation M to

replace certain trading practices rules

under the Securities Exchange Act of

1934 (the ‘‘Act’’). Like the rules it

replaces, Regulation M proscribes

certain activities that offering

participants might engage in to

manipulate the price of an offered

security. However, the six rules adopted

under Regulation M represent a

streamlined and more flexible approach

to regulating conduct during offerings.

An essential part of this approach is

reliance on surveillance conducted by

self-regulatory organizations with

respect to offerings of securities traded

in their marketplaces.

The Exchange has surveillance

procedures in place which monitor

markets for various types of

manipulative activity. The Exchange is

proposing a new rule and an

amendment to a rule to require

notification by member organizations

when they are participating in an

offering of securities listed on the

Exchange.

Rule 392 (Notification Requirements

for Offerings of Listed Securities)

This rule will require notification to

the Exchange whenever a member or

member organization acts as a lead

underwriter of any offering of a listed

security. Such notification will enable

the Exchange to monitor trading in the

security or any related security traded

on the Exchange for possible price

manipulation. The data required to be

transmitted to the Exchange include the

name and type of the security, symbol,

number of shares offered, offering price,

date, time and basis of pricing,

applicable restricted period and

syndicate members, as well as the firm,

name and telephone number of the

individual submitting the notification.

Rule 392 will also require

notification, effective April 1, 1997, to

the Exchange of any initial syndicate

covering transaction to reduce a short

position created in connection with the

offering, and the imposition of any

penalty bid by a managing underwriter

against a syndicate member that has

sold any of the securities originally

distributed which are subsequently

purchased in a syndicate covering

transaction. These notifications are

required by Rule 104(h) under

Regulation M.

Rule 460.30

Under Regulation M and Exchange

Rule 98, specialist organizations

associated with an underwriter of their

specialty stock will not have to ‘‘giveup-the-book’’ during distributions of

such stocks if they have functional

separation procedures in place

approved by the Exchange. Rule 460.20

is being amended accordingly to reflect

this change. However, when such an

underwriter is engaged in a distribution

of a specialty stock, the Exchange will

conduct specific types of surveillance

on trading in the security by the

specialist and associated underwriter to

monitor for possible manipulation of the

stock. These surveillance procedures

were designed when the Exchange

received no-action relief from Rules

10b–6 and 10b–13 under the Act from

the requirement for specialists to ‘‘give

up the book’’ during participation in a

distribution of a specialty stock by an

affiliated broker-dealer, and are being

carried forward under Regulation M.

Rule 460.30 will require notification

to the Exchange, the earlier of two

business days prior to pricing the

offering or one business day prior to the

commencement of the restricted period

for a distribution participant as defined

in Rule 100 under Regulation M,

whenever an approved person

associated with a specialist member

organization (‘‘Affiliated Specialist’’)

that has a functional separation

approved pursuant to Rule 98

participates in the distribution of a

security in which the Affiliated

Specialist is registered. With respect to

tender or exchange offers, notification

must be made to the Exchange prior to

the commencement of the Rule 10b–13

covered period, i.e., from the time the

offer is publicly announced until its

expiration. The data elements required

are similar to those in Rule 392.

2. Statutory Basis

The NYSE believes that the proposed

rule change is consistent with

provisions of Section 6(b)(5) of the Act 1

in that the proposed rule change is

designed to promote just and equitable

principles of trade, to remove

impediments to, and perfect the

mechanism of a free and open market

and, in general, to protect investors and

the public interest.

(B) Self-Regulatory Organization’s

Statement on Burden on Competition

The Exchange does not believe that

the proposed rule change will impose

any burden on competition that is 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 Exchange has neither solicited

nor received written comments on the

proposed rule change.

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 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 abovementioned self-regulatory organization.

All submissions should refer to the file

number in the caption above and should

be submitted by May 2, 1997.

IV. Commission’s Findings and Order

Granting Accelerated Approval of the

Proposed Rule Change

The Commission finds that the

NYSE’s proposal is consistent with the

Act and the rules and regulations

thereunder applicable to national

securities exchanges. Specifically, the

Commission finds that the proposed

rule change is consistent with Section

6(b)(5) of the Act which requires that an

exchange have rules that are designed to
Federal Register / Vol. 62, No. 70 / Friday, April 11, 1997 / Notices 17901

2 15 U.S.C. § 78s(b)(2) (1988). 3 17 CFR 200.30–3(a)(12) (1996).

prevent fraudulent and manipulative

acts and practices, to promote just and

equitable principles of trade, to remove

impediments to and perfect the

mechanism of a free and open market

and a national market system, and, in

general, to protect investors and the

public interest.

In addition, the Commission believes

the Exchange’s policy requiring

notification by member organizations

when they are participating in an

offering of securities listed on the

Exchange will facilitate compliance of

Exchange members with the

requirements of Regulation M, SEC

Rules 100 through 105, and Rule 10b–

13 under the Act. The Commission,

therefore, finds good cause for

approving the proposed rule change

prior to the thirtieth day after the date

of publication of filing thereof in the

Federal Register.

It is therefore ordered, pursuant to

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

proposed rule change be and hereby is

approved.

For the Commission, by the Division of

Market Regulation, pursuant to delegated

authority.3

Margaret H. McFarland,

Deputy Secretary.

[FR Doc. 97–9348 Filed 4–10–97; 8:45 am]

BILLING CODE 8010–01–M

SOCIAL SECURITY ADMINISTRATION

Information Collection Activities:

Proposed Collection Requests and

Comment Requests

This notice lists information

collection packages that will require

submission to the Office of Management

and Budget (OMB), as well as

information collection packages

submitted to OMB for clearance, in

compliance with PL. 104–13 effective

October 1, 1995, The Paperwork

Reduction Act of 1995.

I. The Information Collection(s) Listed

Below Require(s) Extension(s) of the

Current OMB Approval(s) or Are

Proposed New Collection(s)

1. Certification by Religious Group—

0960–0093. The information collected

by the Social Security Administration

on form SSA–1458 is used to determine

if the religious group of which an

individual is a member qualifies for a

self-employment tax exemption under

Section 1402(g) of the Internal Revenue

Code. The respondents are

spokespersons for religious groups.

Number of Respondents: 180.

Frequency of Response: 1.

Average Burden Per Response: 15

minutes.

Estimated Annual Burden: 45 hours.

2. RSI/DI Quality Review Case

Analysis Questionnaires and Annual

Earnings Test Questionnaire—0960–

0189. The information collected on

forms SSA–2930, SSA–2931 and SSA–

2932 is used by the Social Security

Administration to establish a national

payment accuracy rate for all cases in

payment status and to serve as a source

of information regarding problem areas

in the Retirement and Survivors

Insurance (RSI) program and Disability

Insurance (DI) programs. The

information is also used to measure the

accuracy rate for newly adjudicated RSI/

DI cases. The information collected on

form SSA–4659 is used to evaluate the

annual earnings test (AET) process to

determine the effectiveness of the AET

process. The results will be used to

develop ongoing improvements in the

process. The respondents are RSI and DI

beneficiaries.

SSA–2930 SSA–2931 SSA–2932 SSA–4659

Number of Respondents .......................................................................................... 5,500 2,750 1,375 740

Frequency of Response ........................................................................................... 1 1 1 1

Average Burden Per Response (minutes) ............................................................... 20 30 30 20

Estimated Annual Burden (hours) ............................................................................ 1,833 1,375 688 247

Written comments and

recommendations regarding the

information collection(s) should be sent

within 60 days from the date of this

publication, directly to the SSA Reports

Clearance Officer at the following

address:

Social Security Administration, DCFAM,

Attn: Judith T. Hasche, 6401 Security Blvd.,

1–A–21 Operations Bldg., Baltimore, MD

21235.

In addition to your comments on the

accuracy of the agency’s burden

estimate, we are soliciting comments on

the need for the information; its

practical utility; ways to enhance its

quality, utility and clarity; and on ways

to minimize burden on respondents,

including the use of automated

collection techniques or other forms of

information technology.

II. The Information Collection(s) Listed

Below Have Been Submitted to OMB

1. Appointment of Representative—

0960–0527. The information collected

on form SSA–1696 is used by the Social

Security Administration to verify the

applicant’s appointment of a

representative. It allows SSA to inform

the representative of items which affect

the applicant’s claim. The respondents

are applicants who notify SSA that they

have appointed a person to represent

them and such representatives when

claiming a right or benefit.

Number of Respondents: 475,737.

Frequency of Response: 1.

Average Burden Per Response: 10

minutes.

Estimated Annual Burden: 72,290

hours.

2. Information About Joint Checking/

Savings Account—0960-0461. The

information collected on form SSA–

2574 by the Social Security

Administration is used to determine

whether a joint bank account should be

counted as a resource of an SSI claimant

or applicant in determining eligibility

for SSI. The respondents are applicants

for and recipients of SSI payments and

individuals who are joint owners of

financial accounts with SSI applicants/

recipients.

Number of Respondents: 200,000

Frequency of Response: 1

Average Burden Per Response: 7

minutes

Estimated Annual Burden: 23,333

hours

3. Social Security Non-Applicant,

Applicant and Advisor Surveys on the

Supplemental Security Income and

Social Security Disability Programs—

0960–NEW. SSA will conduct a pilot

study to obtain information on the

factors that motivate individuals to file

for disability benefits. The purpose of

this project is to provide SSA with an

appropriate methodology to conduct a

scientific survey of disability applicants,

non-applicants and disability advisors

to determine the types and sources of