[Federal Register Volume 59, Number 120 (Thursday, June 23, 1994)]
[Unknown Section]
[Page 0]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 94-15231]


[[Page Unknown]]

[Federal Register: June 23, 1994]


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SECURITIES AND EXCHANGE COMMISSION
[Release No. 34-34229; File No. SR-NASD-94-35]

 

Self-Regulatory Organizations; Proposed Rule Change by the 
National Association of Securities Dealers, Inc. Relating to Electronic 
Reporting of Transactions Executed Outside Normal Market Hours

June 16, 1994.
    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 June 2, 
1994, the National Association of Securities Dealers, Inc. (``NASD'' or 
``Association'') filed with 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 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

    Pursuant to the provisions of Section 19(b)(1) of the Act, the NASD 
is hereby filing a proposed rule change to strengthen and improve 
various trade reporting requirements applicable to trades executed by 
the NASD member firms outside normal business hours. The proposed rule 
change would establish specific procedures for the electronic entry of 
trade data with an eye toward eventually eliminating manually prepared 
paper forms as a means of trade reporting.

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

    The instant rule change proposes a series of modifications to the 
NASD rules governing transaction reporting in Nasdaq National Market 
securities, Nasdaq SmallCap securities, Nasdaq convertible debt 
securities (``Nasdaq convertibles''), Over-The-Counter Equity 
securities (``OTC Equities''), and exchange-listed securities eligible 
for inclusion in the Consolidated Quotation Service (``CQS issues''). 
Overall, this rule change is intended to replace a manually-prepared 
paper form, Form T, with an efficient means of automated data entry for 
members to report transactions executed outside normal business hours 
(9:30 a.m. to 4:00 p.m. E.T.) and outside the hours of the Automated 
Confirmation Transaction Service (``ACT'') (currently, 9:00 a.m. to 
5:15 p.m. E.T.).\1\ In lieu of Form T, the proposal would require 
electronic submission of the covered transactions through ACT either on 
trade date or the next business day (T+1). Member firms will use a 
Nasdaq Workstation unit or a computer-to-computer interface to input 
the trade reports. The proposal also includes some technical changes to 
make the language in the various trade reporting rules consistent.
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    \1\In addition to reporting trades effected outside normal 
business hours and ACT hours, Form T is used to report transactions 
that were executed during normal business hours, but not reported 
into ACT through inadvertence or otherwise.
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    The rule proposal would substantially reduce the need for reporting 
via Form T as a result of the following changes:
    (a) The morning ``.T'' window for reporting contemporaneous trades 
in Nasdaq National Market issues, Nasdaq SmallCap issues, Nasdaq 
convertibles, and domestic OTC Equities (including Canadian issues and 
American Depositary Receipts (``ADRs'') will be expanded by 1 hour to 
run from 8:00 a.m. to 9:30 a.m. E.T. Trades executed during this 
interval shall be reported into ACT within 90 seconds of execution and 
be designated .T to denote execution outside normal market hours.
    (b) Trades executed between midnight and 8:00 a.m. E.T. in Nasdaq 
National Market issues, Nasdaq SmallCap issues, Nasdaq convertibles, 
and domestic OTC Equities (including Canadian issues and ADRs) shall be 
reported into ACT on trade date during the expanded .T period (8:00 
a.m. to 9:30 a.m. E.T.); these trades must be designated .T trades to 
denote execution outside normal hours and be accompanied by time of 
execution since they are not being reported in realtime.
    (c) Trades executed in Nasdaq National Market issues, Nasdaq 
SmallCap issues, Nasdaq convertibles, and domestic OTC Equities 
(including Canadian issues and ADRs) between 5:15 p.m. and midnight 
E.T. shall be reported into ACT on the next business day (T+1) between 
8:00 a.m. and 1:30 p.m. E.T.; these entries shall be designated ``as/
of'' trades to denote execution on a prior day and be accompanied by a 
time of execution.
    (d) Trades executed in foreign OTC Equities (excluding Canadian 
issues and ADRs) shall be reported into ACT on T+1 between 8:00 a.m. 
and 1:30 p.m. E.T. regardless of the time the trade was actually 
executed; a time of execution must also accompany such trade 
reports.\2\
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    \2\In approving the NASD's trade reporting rules for OTC 
Equities, the Commission sanctioned the capture of the trade-by-
trade data on foreign issues (including Canadian issues) and ADRs 
for regulatory purposes, but without real-time dissemination. (See 
Release No. 34-32647, July 16, 1993; 58 FR 39262, July 22, 1993). 
This would not change under the proposed revisions to Section 
2(a)(3) of Part XII of Schedule D to the NASD By-Laws. Under the 
proposal, member firms would have an expanded period in which to 
report transactions in foreign issues (excluding ADRs and Canadian 
issues) on T+1, regardless of whether the subject trades were 
executed during or outside of normal market hours on trade data. 
(Today, members may voluntarily report such trades on a T+1 basis, 
between 9:00 and 9:30 a.m. E.T.). This approach is designed to 
accommodate the internal processing tasks of member firms, including 
conversion of the transactions price to $U.S. before it can be 
reported to the NASD. Real-time reporting of trades in foreign 
issues (excluding Canadian and ADR issues) will be optional. 
Individual transactions in Canadian and ADR issues will also be 
collected for regulatory purposes without dissemination over the 
Nasdaq or vendor networks. However, the procedures for reporting 
trades in Canadian and ADR issues into ACT will continue to track 
the procedures for domestic OTC Equities.
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    (e) Trades executed in CQS issues outside the hours of 9:30 a.m. 
and 5:15 p.m. E.T. shall be reported into Act on T+1 between 8:00 a.m. 
and 1:30 p.m. E.T., be designated ``as/of'' trades, and be accompanied 
by a time of execution.
    The NASD plans to implement these reporting requirements during the 
fourth quarter of 1994; the related systems work is ongoing and should 
be completed by early October. Thereafter, written notice will be 
provided to member firms and vendors prior to implementation in the 
fourth quarter.
    The foregoing constitutes the first phase of a three phase process 
designed to achieve the electronic capture of virtually every round-lot 
trade executed by NASD members in the covered securities, regardless of 
the execution time. During this initial phase, all trades designated as 
.T trades (excepting .T trades in the subset of OTC Equities comprised 
of foreign issues, Canadian issues, and ADRs) will be promptly 
disseminated to market data vendors and to subscribers of Level 2/3 
Nasdaq Workstation service. Entries designated as ``As/of'' trades 
under this proposal will be collected solely for audit trail and 
regulatory purposes. This category of trade-by-trade information will 
not be disseminated--either through vendors' networks or the Nasdaq 
network--until the second phase of this project. The NASD staff will 
evaluate member firms' overall compliance with the new requirements 
during the first phase while examining various alternatives for 
instituting dissemination of ``as/of'' trade data in the second phase. 
The staff will also consider the feasibility of compressing the time 
period for reporting ``as/of'' trades on T+1 to the 8:00 a.m.-9:30 a.m. 
time period, thereby allowing more timely dissemination of trades 
executed between 5:15 p.m. and midnight E.T. The third and final phase 
will focus on the complete elimination of Form T as a trade reporting 
vehicle. Form T will be maintained as a back-up mechanism for reporting 
last sale information to the NASD for regulatory purposes.
    The NASD believes that this proposed rule is consistent with 
Sections 11A(a)(1)(C), 15A(b)(2), and 15(A)(b)(6) of the Act. Section 
11A(a)(1)(C) states that the goals of investor protection and 
maintenance of fair and orderly markets can be advanced through the 
broad dissemination of reliable information respecting quotations for 
and transactions in securities. Section 15A(b)(2) requires that a 
national securities association be appropriately organized and have the 
capacity to enforce member firms' compliance with all applicable 
provisions of the Act, the rules adopted thereunder, and the 
association's own rules. Finally, Section 15A(b)(6) requires that the 
association's rules be designed to prevent fraudulent and manipulative 
acts and practices, promote just and equitable principles of trade, 
foster cooperation and coordination with persons engaged in regulating, 
clearing, settling, processing information with respect to and 
facilitating transactions in securities.
    As noted above, this initiative is intended to substitute 
electronic reporting of transactional data for manual reporting via 
Form T. This proposal will enable the NASD to incorporate all of the 
reported data into its audit trail file for market surveillance 
purposes. It will also enable the NASD to compile and publish 
comprehensive volume data for individual securities, including block 
size and smaller round-lot trades reported electronically by NASD 
members. Additionally, the NASD will disseminate the .T category of 
trade reports (excluding trade reports in non-domestic OTC Equities) 
over the Nasdaq and vendor networks beginning at 8:00 a.m. E.T. on each 
business day. Today, there is no mechanism available to systematically 
disseminate transaction data received via Form T. Accordingly, the NASD 
reiterates its belief that this proposed rule is consistent with the 
requirements of Sections 11A(a)(1)(C), 15A(b)(2), and 15A(b)(6) of the 
Act.

B. Self-Regulatory Organization's Statement on Burden on Competition

    The NASD believes that the proposed rule change will 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

    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 NASD consents, the Commission will:
    A. by order approve such proposed rule change, or
    B. institute proceedings to determine whether the proposed rule 
change should be disapproved.

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 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 the file number in the caption 
above and should be submitted by July 14, 1994.

    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. 94-15231 Filed 6-22-94; 8:45 am]
BILLING CODE 8010-01-M