[Federal Register: October 23, 2003 (Volume 68, Number 205)]
[Notices]
[Page 60755-60757]
From the Federal Register Online via GPO Access [wais.access.gpo.gov]
[DOCID:fr23oc03-82]
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SECURITIES AND EXCHANGE COMMISSION
[Release No. 34-48656; File No. SR-NASD-2003-139]
Self-Regulatory Organizations; Notice of Filing and Immediate
Effectiveness of Proposed Rule Change and Amendment No. 1 Thereto by
the National Association of Securities Dealers, Inc. Relating to
Technical Amendments to Rule 2710
October 17, 2003.
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 September 12, 2003, the National Association of Securities Dealers,
Inc. (``NASD'') submitted to the Securities and Exchange Commission
(``Commission'') the proposed rule change as described in Items I, II
and III below, which Items have been prepared by NASD. On October 16,
2003, NASD
[[Page 60756]]
filed Amendment No. 1 to the proposed rule change.\3\ NASD has
designated the proposed rule change as ``non-controversial'' under
section 19(b)(3)(A) of the Act \4\ and Rule 19b-4(f)(6) thereunder,\5\
which renders the proposed rule change effective upon filing with the
Commission. The Commission is publishing this notice to solicit
comments on the proposed rule change, as amended, from interested
persons.
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\1\ 15 U.S.C. 78s(b)(1).
\2\ 17 CFR 240.19b-4.
\3\ See letter from Barbara Z. Sweeney, Senior Vice President
and Corporate Secretary, NASD to Katherine A. England, Assistant
Director, Division of Market Regulation, Commission, dated October
15, 2003 (``Amendment No. 1''). In Amendment No. 1, NASD amended the
proposed rule change to correct the proposed rule text and to revise
the discussion of the purpose of the proposed rule change.
\4\ 15 U.S.C. 78s(b)(3)(A).
\5\ 17 CFR 240.19b-4(f)(6).
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I. Self-Regulatory Organization's Statement of the Terms of Substance
of the Proposed Rule Change
NASD is proposing to amend NASD Rule 2710 to delete certain
unnecessary rule language that was mistakenly proposed in amendments to
Rule 2710 for which the Commission recently published notice of
immediate effectiveness. The text of the proposed rule change, as
amended, is set forth below. Proposed deletions are in [brackets].
* * * * *
2710. Corporate Financing Rule--Underwriting Terms and Arrangements
(a) No Change.
(b) Filing Requirements
(1) through (5) No Change.
(6) Information Required to be Filed
(A) Any person filing documents that are required to be filed under
paragraph (b)(4) above shall provide the following information with
respect to the offering through NASD's electronic filing system:
(i) through (vi) No Change.
(vii) any other information required to be filed under this Rule[by
NASD's electronic filing system].
(B) No Change.
(7) through (11) No Change.
(c) through (d) No Change.
* * * * *
II. Self-Regulatory Organization's Statement of the Purpose of, and
Statutory Basis for, the Proposed Rule Change
In its filing with the Commission, NASD included statements
concerning the purpose of and basis for the proposed rule change, as
amended, 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. 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
1. Purpose
On July 30, 2003, the Commission published notice of the filing and
immediate effectiveness of amendments by NASD to NASD Rules 2710 and
6540, both of which address the submission of requests for Underwriting
Activity Reports (``UARs'').\6\ This rule filing, however,
inadvertently omitted the current language for NASD Rule
2710(b)(6)(A)(vii) because the rule text had not been properly updated
by NASD to reflect a rule change previously approved by the
Commission.\7\ NASD represents that under the current rule language,
the change to that provision proposed in File No. SR-NASD-2003-75 was
unnecessary, and therefore, the purpose of the proposed rule change, as
amended, is to delete the unnecessary rule language from NASD Rule
2710(b)(6)(A)(vii) that was mistakenly proposed in File No. SR-NASD-
2003-75.
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\6\ See Securities Exchange Act Release No. 48215 (July 23,
2003), 68 FR 44826 (July 30, 2003) (File No. SR-NASD-2003-75).
\7\ See Securities Exchange Act Release No. 45709 (Apr. 9,
2002), 67 FR 18282 (Apr. 15, 2002) (File No. SR-NASD-2001-46).
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2. Statutory Basis
NASD believes that the proposed rule change, as amended, is
consistent with the provisions of section 15A(b)(6) of the Act,\8\
which requires, among other things, that NASD's rules be designed to
prevent fraudulent and manipulative acts and practices, to promote just
and equitable principles of trade, and, in general to protect investors
and the public interest. NASD believes that deleting the language
inserted into NASD Rule 2710(b)(6)(A)(vii) by File No. SR-NASD-2003-75
is consistent with the protection of investors and the public interest.
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\8\ 15 U.S.C. 78o-3(b)(6).
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B. Self-Regulatory Organization's Statement on Burden on Competition
NASD believes that the proposed rule change, as amended, would not
result in 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
Written comments were neither solicited nor received.
III. Date of Effectiveness of the Proposed Rule Change and Timing for
Commission Action
Because the foregoing proposed rule change, as amended, does not:
(i) significantly affect the protection of investors or the public
interest;
(ii) impose any significant burden on competition; and
(iii) become operative for 30 days from the date on which it was
filed, or such shorter time as the Commission may designate, it has
become effective pursuant to section 19(b)(3)(A) of the Act \9\ and
Rule 19b-4(f)(6) thereunder.\10\ At any time within 60 days of the
filing of the 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.\11\
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\9\ 15 U.S.C. 78s(b)(3)(A).
\10\ 17 CFR 240.19b-4(f)(6).
\11\ For purposes of calculating the 60-day period within which
the Commission may summarily abrogate the proposed rule change, as
amended, under section 19(b)(3)(C) of the Act, the Commission
considers the period to commence on October 16, 2003, the date NASD
filed Amendment No. 1. See 15 U.S.C. 78s(b)(3)(C).
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NASD has requested that the Commission waive the 30-day operative
delay. The Commission believes that waiving the 30-day operative delay
is consistent with the protection of investors and the public interest.
The proposed rule change, as amended, is technical in nature and
acceleration of the operative date will allow NASD to make the
technical correction to NASD Rule 2710 with immediate effect. For these
reasons, the Commission designates the proposal to be effective and
operative upon filing with the Commission.\12\
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\12\ For purposes only of accelerating the operative date of the
proposed rule change, as amended, the Commission considered the
proposed rule's impact on efficiency, competition, and capital
formation. 15 U.S.C. 78c(f).
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IV. Solicitation of Comments
Interested persons are invited to submit written data, views, and
arguments concerning the foregoing, including whether the proposed rule
change, as amended, is consistent with the Act. Persons making written
submissions should file six copies thereof with the Secretary,
Securities
[[Page 60757]]
and Exchange Commission, 450 Fifth Street, NW., Washington, DC 20549-
0609. 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
NASD. All submissions should refer to File No. SR-NASD-2003-139 and
should be submitted by November 13, 2003.
For the Commission, by the Division of Market Regulation,
pursuant to delegated authority.\13\
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\13\ 17 CFR 200.30-3(a)(12).
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Margaret H. McFarland,
Deputy Secretary.
[FR Doc. 03-26744 Filed 10-22-03; 8:45 am]
BILLING CODE 8010-01-P