26752 Federal Register / Vol. 60, No. 96 / Thursday, May 18, 1995 / Notices

1See letter from David Rusoff, Foley & Lardner,

to Sharon Lawson, SEC, dated April 19, 1995.

zero coupon legend, be clearly and

specifically noted on the front of the

confirmation. Several commentators

supported this format because they

believed that disclosing more provisions

on the front of the confirmation rather

than pre-printed on the back, would be

beneficial to customers.

One commentator, however,

suggested that dealers be permitted to

continue to put two notations on the

back of the confirmation. First, for

agency transactions, rule G–15(a)(ii)(A)

currently provides that the dealer shall

indicate on the confirmation either the

name of the person from whom the

securities were purchased or to whom

the securities were sold for the customer

or a statement that this information will

be furnished upon written request of the

customer. Second, rule G–15(a)(i)(G)

currently provides that a dealer shall

indicate on the confirmation the time of

execution or a statement that the time of

execution will be furnished upon

written request of the customer. The

amendment incorporates these

suggestions because, in view of

concerns regarding confirmation

crowding, the Board does not believe

these statements are so crucial to a

typical customer that it is necessary to

include these statements on the front of

the confirmation. In addition, consistent

with the SEC’s amendment to Rule 10b–

10, the amendment will not require that

the statement regarding factors affecting

the yield for municipal CMOs be placed

on the front of the confirmation.

III. Date of Effectiveness of the

Proposed Rule Change and Timing for

Commission Action

Within 35 days of the publication of

this notice in the Federal Register or

within such other period (i) as the

Commission may designate up to 90

days of such date if it finds such longer

period to be appropriate and publishes

its reasons for so finding or (ii) as to

which the self-regulatory organization

consents, the Commission will:

(A) By order approve the proposed

rule change, or

(B) Institute proceedings to determine

whether the proposed rule change

should be disapproved.

The Board requests that the

Commission delay effectiveness of the

proposed rule change until 120 days

after approval by the Commission is

published in the Federal Register to

ensure that firms’ confirmation practices

are in compliance.

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, 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 at

the Commission’s Public Reference

Room. Copies of such filing will also be

available for inspection and copying at

the principal office of the MSRB. All

submissions should refer to File No.

SR–MSRB–95–4 and should be

submitted by June 8, 1995.

For the Commission, by the Division of

Market Regulation, pursuant to delegated

authority, 17 CFR 200.30–3(a)(12).

Margaret H. McFarland,

Deputy Secretary.

[FR Doc. 95–12185 Filed 5–17–95; 8:45 am]

BILLING CODE 8010–01–M

[Release No. 34–35709; File No. 10–101]

Self-Regulatory Organizations; Notice

of Filing of Application for Registration

as a National Securities Exchange by

the United States Stock Exchange,

Inc., and Amendment No. 1 Thereto

May 11, 1995.

Pursuant to Section 19(a) of the

Securities Exchange Act of 1934

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

hereby given that on March 28, 1995,

the United States Stock Exchange, Inc.

(‘‘USSE’’ or ‘‘Exchange’’) filed with the

Securities and Exchange Commission

(‘‘Commission’’) an application for

registration as a national securities

exchange. On April 25, 1995, the USSE

filed Amendment No. 1 to the

Application for Registration.1 The

Commission is publishing this notice to

solicit comments on the application

from interested persons.

The USSE initially intends to trade

the most active issues that meet the

proposed Exchange’s listing

requirements and are now eligible for

trading on national securities

exchanges, as well as those companies

that choose to list on the Exchange. The

proposed Exchange would operate

through an electronic securities

communication and execution facility

(the ‘‘System’’). Because there would be

no physical trading floor, members of

the Exchange (‘‘Members’’) would enter

orders through System terminals, i.e.,

computer interfaces that have

communications capability with the

System and are directly linked to the

System. The proposed System would

combine the display of limit orders and

current quotation/last sale information

with a matching and execution facility

for like-priced orders. Additionally, the

System would enable Dealers (i.e.,

members who meet certain financial

and market-making obligations) to

perform brokerage and market-making

functions on the Exchange, while

allowing the Dealers to retain and

execute their internal order flow by

preferencing the public agency orders

for which they act as agent.

The USSE would have Type A

Members that are broker-dealers in

securities, and one Type B Members

that would be the Chicago Stock

Exchange, Inc. The Board of Directors

would be composed of eight directors

elected by the Type A Members (the

‘‘Class A Directors’’) and two directors

elected by the Type B Members (the

‘‘Class B Directors’’). Four of the eight

directors elected by the Type A

Members would be public directors

(‘‘Class A Public Directors’’), and four

would be representatives of Type A

member firms.

You are invited to submit written

data, views and arguments concerning

the application by June 19, 1995. Such

written data, views and arguments will

be considered by the Commission in

granting registration or instituting

proceedings to determine whether

registration should be denied. Persons

making written submissions should file

six copies thereof with the Secretary,

Securities and Exchange Commission,

450 Fifth Street NW., Washington, DC

20549. Reference should be made to File

No. 10–101.

The USSE’s submission explains the

operation of the proposed Exchange and

its membership structure in more detail.

Copies of the submission, all subsequent

amendments, all written statements

with respect to the application that are

filed with the Commission, and all

written communications relating to the

application 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 at the Commission’s Public

Reference Section, 450 Fifth Street NW.,

Washington, DC 20549.
Federal Register / Vol. 60, No. 96 / Thursday, May 18, 1995 / Notices 26753

1 15 U.S.C. 78o-3.

By the Commission.

Margaret H. McFarland,

Deputy Secretary.

[FR Doc. 95–12186 Filed 5–17–95; 8:45 am]

BILLING CODE 8010–01–M

[Release No. 34–35712; File No. SR–NASD–

95–18]

Self-Regulatory Organizations; Notice

of Filing of Proposed Rule Change by

National Association of Securities

Dealers, Inc., Relating to Corporate

Financing Underwriting Terms and

Arrangements

May 12, 1995.

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 May 3, 1995, the

National Association of Securities

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

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 NASD. 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 NASD is herewith filing a

proposed rule change to Article III,

Section 44 of the Rules of Fair Practice.

Proposed new language is italicized;

proposed deletions are in brackets.

THE CORPORATE FINANCING RULE

Underwriting Terms and Arrangements

Sec. 44

* * * * *

(c) Underwriting Compensation and

Arrangements

* * * * *

(6) Unreasonable Terms and

Arrangements

* * * * *

(B) Without limiting the foregoing, the

following terms and arrangements,

when proposed in connection with the

distribution of a public offering of

securities, shall be unfair and

unreasonable:

(i)–(x) (Unchanged)

(xi) for a member or person associated

with a member to accept, directly or

indirectly, any non-cash sales incentive

item including, but not limited to, travel

bonuses, prizes and awards, from an

issuer or affiliate thereof in excess of

[$50] $100 per person per issuer

annually. Notwithstanding the

foregoing, a member may provide noncash sales incentive items to its

associated persons provided that no

issuer, or an affiliate thereof, including

specifically an affiliate of the member,

directly or indirectly participates in or

contributes to providing such non-cash

sales incentive; or

(xii) (Unchanged)

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

NASD 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 NASD 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

Subsection 44(c)(6)(B)(xi) of the

Corporate Financing Rule (the ‘‘Rule’’)

currently prohibits NASD members

from receiving non-cash sales incentives

from an issuer or its affiliates valued in

excess of $50 per person per issuer

annually. Such non-cash sales

incentives are typically de minimis in

nature, such as small souvenir or gift

items, provided by issuers to a member

or associated persons of a member. The

NASD is proposing an amendment to

the Rule to raise the permissible level of

non-cash sales incentives to $100 per

person, annually.

The NASD believes that a dollar

amount of $100 is still relatively low

and will neither compromise the intent,

nor reduce the ability, of the rule to

prevent fraudulent acts and practices

that might arise in connection with the

giving of gifts or payments by issuers

and their affiliates as non-cash

compensation to members or persons

associated with members.

Additionally, the amendment would

make the value-limitation provisions of

the Rule consistent with similar

provisions in Article III, Sections 10 and

34 of the Rules of Fair Practice, with

proposed amendments to Sections 26

and 29 now pending SEC approval, and

with Rule 350(a) of the New York Stock

Exchange (‘‘NYSE’’). The amendment to

the Rule would provide regulatory

consistency and simplify compliance for

member firms that are also members of

the NYSE.

The NASD believes that the proposed

rule change is consistent with the

provisions of Section 15A(b)(6) of the

Act,1 which require that the rules of the

association be designed to prevent

fraudulent and manipulative acts and

promote just and equitable principles of

trade in that the proposed rule change

allows for an increase in the dollar limit

to a level that is still reasonably de

minimis and provides for regulatory

consistency with other rules of the

NASD and the NYSE.

(B) Self-Regulatory Organization’s

Statement on Burden on Competition

The NASD does 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. Date of Effectiveness of the

Proposed Rule Change and Timing for

Commission Action

Within 35 days of the date of

publication of this notice in the Federal

Register or within such longer period (i)

as the Commission may designate up to

90 days of such date if it finds such

longer period to be appropriate and

publishes its reasons for so finding or

(ii) as to which the self-regulatory

organization consents, the Commission

will:

A. by order approve such proposed

rule change, or

B. institute proceedings to determine

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

Security, Securities and Exchange

Commission, 450 Fifth Street NW.,

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