39620 Federal Register / Vol. 63, No. 141 /Thursday, July 23, 1998 / Notices

11 In approving this rule, the Commission notes

that it has considered the proposed rule’s impact on

efficiency, competition, and capital formation. 15

U.S.C. 78c(f).

12Securities Exchange Act Release No. 39175

(Sept. 30, 1997), 62 FR 53062 (Oct. 10, 1997).

13 15 U.S.C. 78s(b)(2).

14 17 CFR 200.30–3(a)(12).

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

2 17 CFR 240.19b–4.

3See Section 100 of Commission Regulation S–

T.

4The Exchange will submit a request for a ‘‘no

action’’ letter (the ‘‘No Action Letter’’), on behalf of

its listed companies, seeking Commission staff

concurrence in the view that a company’s filing of

a report or other material covered by this rule

change through EDGAR will satisfy the company’s

obligation under the Commission’s rules to file the

material with the Exchange. Although the proposed

rule change is effective immediately upon filing, the

Exchange will not implement the rule change until

the Commission staff grants the No Action Letter.

general, to protect investors and the

public interest.11 The Commission

believes that the proposed rule change

will provide NASD Regulation with

greater flexibility in the nomination and

appointment of Industry members to the

NAC, which serves an important role in

reviewing disciplinary, membership,

and other matters for NASD Regulation.

At the same time, NASD member

involvement in nominating Industry

members for the NAC will be preserved

by requiring most Industry members of

the NAC to represent regions.

The Commission notes that the

proposed rule change is consistent with

the corporate reorganization approved

by the Commission in SR–NASD–97–

7112 in that the number of regions that

may be established by the Board is not

specified in the NASD Regulation ByLaws so that the Board may retain

flexibility in determining the

appropriate number of regions. The

proposed rule change also is consistent

with the regional plan approved by the

Board at its meeting on May 6, 1998,

which proposes a 12-member NAC and

five regions for 1999. The proposed rule

change thus will permit five Industry

members of the NAC to be nominated by

the regions for consideration by the

National Nominating Committee and

one at-large Industry member of the

NAC who would not be subject to the

regional nominating requirements in

Article VI of the NASD Regulation ByLaws. All six Industry members, along

with six Non-Industry members, would

be nominated by the National

Nominating Committee and appointed

by the NASD Regulation Board.

IV. Conclusion

It is therefore ordered, pursuant to

Section 19(b)(2) of the Act,13 that the

proposed rule change (SR–NASD–98–

36) is approved.

For the Commission, by the Division of

Market Regulation, pursuant to delegated

authority.14

Jonathan G. Katz,

Secretary.

[FR Doc. 98–19568 Filed 7–22–98; 8:45 am]

BILLING CODE 8010–01–M

SECURITIES AND EXCHANGE

COMMISSION

[Release No. 34–40220; File No. SR–NYSE–

98–18]

Self-Regulatory Organizations; Notice

of Filing and Immediate Effectiveness

of Proposed Rule Change by the New

York Stock Exchange, Inc. Relating to

the Filing of Certain Material in

Electronic Format by Listed

Companies

July 16, 1998.

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 July 9,

1998, 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 NYSE. 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 Exchange’s rules require listed

companies to file multiple copies of

Commission reports and other materials

with the Exchange. The Exchange is

proposing to permit listed companies to

comply with this obligation by filing

certain material with the Commission

through the Electronic Data Gathering,

Analysis, and Retrieval (‘‘EDGAR’’)

system.

The text of the proposed rule change

is available at the Office of the

Secretary, the NYSE, and at the

Commission.

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 IV below. The NYSE 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

The purpose of the proposed rule

change is to streamline filing

requirements for listed companies by

permitting them to file most

Commission-required documents with

the Exchange in electronic format.

The Exchange’s rules required listed

companies to file with it multiple copies

of annual and interim reports, as well as

other Commission filings, such as

registration statements and

prospectuses. The Commission also

requires listed companies to file copies

of Commission reports and registration

statements with any national securities

exchange on which their securities are

listed. Listed companies currently file

these materials with the Exchange in

paper format, even if they file

electronically with the Commission.

Under the Commission’s regulations,

domestic registrants generally are

required to file all material with the

Commission through EDGAR.3

The proposed rule change provides

that, with three exceptions, the EDGAR

filing will satisfy the Exchange filing

requirement.4 The Exchange will have

immediate and complete access to all

filings in the same manner that it

currently does, through its library,

which is operated under contract with

the Exchange by a ‘‘Level’’ EDGAR

subscriber. In addition, the Exchange is

considering additional forms of access

for relevant Exchange personnel, such

as through an EDGAR terminal on-site

in the New Listings and Client Service

offices. The relevant Exchange staff also

has access to much of this information

through the Commission’s EDGAR site

on the World Wide Web.

The three areas in which the

Exchange will continue to require hard

copy filing are:

• Material necessary to support a

listing application. The Exchange

currently accepts listing applications

only in hard copy format. Thus, the

Exchange will continue to require the

exhibits and attachments to listing
Federal Register / Vol. 63, No. 141 /Thursday, July 23, 1998 / Notices 39621

5 15 U.S.C. 78f(b)(5).

6 15 U.S.C. 78s(b)(3)(A)(i).

7 17 CFR 240.19b–4.

8 17 CFR 200.30–3(a)(12).

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

applications, including Commission

registration material, to be filed in hard

copy form.

• Proxy material. The Exchange

conducts an immediate review of proxy

material, including preliminary

material, for a number of purposes. For

example, the Exchange reviews possible

changes to the company’s board of

directors. The Exchange also reviews

proxies to determine whether brokersdealers may vote certain routine items

pursuant to Exchange Rule 452. Until

the Exchange has more experience in

accepting filings through EDGAR, it

believes it can best expedite this review

if it continues to receive multiple paper

copies of the proxy material.

• Forms 8–K. Listed companies file

these ‘‘current reports’’ to provide

notice of certain material events.

Because these reports can provide an

early warning of material corporate

developments, the Exchange

preliminarily believes that it would be

appropriate to receive hard copy

delivery of this information.

The Exchange will monitor the

operation of this rule. Based on that

monitoring, the Exchange will consider

expanding the categories of reports and

other materials that listed companies

can file with the Exchange through

EDGAR, and will file a proposed rule

change with the Commission if it

determines to expand the operation of

the rule.

2. Statutory Basis

The NYSE believes the proposed rule

change is consistent with the

requirements of Section 6(b)(5) of the

Act 5 that an exchange have rules that

are designed to 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.

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 not solicited, and

does not intend to solicit, comments on

this proposed rule change. The

Exchange has not received any

unsolicited written comments from

members or other interested parties.

III. Date of Effectiveness of the

Proposed Rule Change and Timing for

Commission Act

The foregoing rule change constitutes

a stated policy, practice, or

interpretation with respect to the

meaning, administration, or

enforcement of an existing rule of the

Exchange and therefore, has become

effective pursuant to Section

19(b)(3)(A)(i) of the Act,6 and

subparagraph (e) of Rule 19b–4

thereunder.7 The Exchange will not

implement the proposed rule change

until the Commission staff grants the

requested No Action Letter concurring

in the Exchange’s view that a company’s

filing of a report or other material

covered by this rule change through

EDGAR will satisfy the company’s

obligation under the Commission’s rules

to file the material with the Exchange.

At any time within 60 days of the

filing of such proposed rule change, the

Commission may summarily abrogate

such rule change if it 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,

including whether the proposed rule

change is consistent with the Act.

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

submissions, 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, 450 Fifth Street, NW,

Washington, DC 20549. Copies of such

filing will also be available for

inspection and copying at the principal

office of the NYSE. All submissions

should refer to File No. SR–NYSE–98–

18 and should be submitted by August

13, 1998.

For the Commission by the Division of

Market Regulation, pursuant to delegated

authority.8

Jonathan G. Katz,

Secretary.

[FR Doc. 98–19647 Filed 7–22–98; 8:45 am]

BILLING CODE 8010–01–M

SECURITIES AND EXCHANGE

COMMISSION

(Release No. 34–40212; File No. SR–OCC–

98–02)

Self-Regulatory Organizations; The

Options Clearing Corporation; Notice

of Filing and Order Granting

Accelerated Approval of a Proposed

Rule Change Clarifying Rules

Regarding the Unavailability of Current

Index Values

July 15, 1998.

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

Securities Exchange Act of 1934

(‘‘Act’’),1 notice is hereby given that on

February 20, 1998, The Options Clearing

Corporation (‘‘OCC’’) filed with the

Securities and Exchange Commission

(‘‘Commission’’) the proposed rule

change as described in Items I and II

below, which items have been prepared

primarily by OCC. The Commission is

publishing this notice and order to

solicit comments on the proposed rule

change from interested persons and to

grant accelerated approval.

I. Self-Regulatory Organization’s

Statement of the Terms of Substance of

the Proposed Rule Change

The purpose of the proposed rule

change is to clarify the application of

OCC’s by-laws relating to the

unavailability or inaccuracy of current

index values where there is an early

closing of the primary market for the

securities underlying an index option

valued at the close.

II. Self-Regulatory Organization’s

Statement of the Purpose of, and

Statutory Basis for, the Proposed Rule

Change

In its filing with the Commission,

OCC 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 IV below. OCC has prepared

summaries, set forth in sections (A), (B),