[Federal Register Volume 60, Number 118 (Tuesday, June 20, 1995)]
[Notices]
[Pages 32188-32190]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 95-15042]
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SECURITIES AND EXCHANGE COMMISSION
[Release No. 34-35849; File No. SR-MSRB-95-8]
Self-Regulatory Organizations; Notice of Filing and Immediate
Effectiveness of Proposed Rule Change by the Municipal Securities
Rulemaking Board Relating to Delivery of Official Statements to the
Board
June 14, 1995.
Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934
(``Act''), 15 U.S.C. 78s(b)(1), and Rule 19b-4 thereunder, notice is
hereby given that on June 1, 1995, the Municipal Securities Rulemaking
Board (``Board'' or ``MSRB'') filed with the [[Page 32189]] Securities
and Exchange Commission (``Commission'' or ``SEC'') the proposed rule
change (File No. SR-MSRB-95-8). The proposed rule change is described
in Items I, II, and III below, which Items have been prepared by the
Board. 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 MSRB is filing a proposed rule change to rule G-36 and Form G-
36(OS), relating to delivery of official statements to the Board
(hereafter referred to as the ``proposed rule change'') to correlate
references to SEC Rule 15c2-12 \1\ to the amended sections of the Rule
and to add language to Form G-36(OS) to clarify that documents
submitted with the Form will be made publicly available. The Board
requests that the proposed rule change be effective on the same
effective date as that for certain amendments to Rule 15c2-12, set for
July 3, 1995, to which the proposed rule change refers.
\1\ 17 CFR 240.15c2-12.
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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 Board 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 Board 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
On November 10, 1994, the Commission approved amendments to its
Rule 15c2-12 to enhance disclosure in the secondary market for
municipal securities.\2\ The amendments revised and reorganized the
subparts of the Rule. Part of these amendments will be effective in
July 1995, while other parts will go into effect in January 1996.
\2\ See Securities Exchange Act Release No. 34961 (Nov. 10,
1994) 59 FR 59590.
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Board rule G-36 requires that managing underwriters deliver to the
Board copies of final official statements for most primary offerings of
municipal securities, where an official statement was prepared. Rule G-
36 also requires Form G-36(OS) to be sent with the official statement.
The Board enters the official statement into the Municipal Securities
Information Library (``MSIL'') system.\3\ Rule G-36 applies to all
primary offerings with official statements, with the exception of
limited placements which are exempt under SEC Rule 15c2-12.
\3\ The Municipal Securities Information Library system and the
MSIL system are trademarks of the Board. The MSIL system, which was
approved in Securities Exchange Act Release No. 29298 (June 13,
1991) 55 FR 29436, is a central facility through which information
about municipal securities is collected, stored, and disseminated.
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Rule G-36 and Form G-36(OS) reference, in several places, the
definitions once found in SEC Rule 15c2-12(e) and the exemption found
in Rule 15c2-12(c). However, since the amendments to Rule 15c2-12 moved
the definitions to Rule 15c2-12(f) and the exemption to Rule 15c2-
12(d), the proposed rule change to rule G-36 (a)(i), (a)(ii), and
(c)(iii) and Form G-36(OS) update the citations to Rule 15c2-12 to
correspond to the revised subparts of the amendments. The proposed rule
change also makes a conforming change to the Form by adding the word
``or'' to item 10(c).
The proposed rule change to Form G-36(OS) also makes clear that any
documents submitted to the Board with the Form will be public
disseminated. The MSIL System has received several disclosure documents
relating to primary offerings exempted from Rule 15c2-12 under current
section (c)(1) (``limited placements''). Even though such primary
offerings are exempt from Rule 15c2-12 and rule G-36, the Board has
previously made clear in filings and in MSRB Reports that if such
documents are voluntarily submitted to the MSIL system by dealers as
official statements, they will be accepted and publicly
disseminated.\4\ A few recently received documents on limited
placements contained language stating that they were not to be
reproduced or used for any purpose other than in connection with the
sale of the securities. Accordingly, the proposed rule change to Form
G-36(OS) adds language clarifying that the submitter ``acknowledges
that the document will be publicly disseminated.'' This addition will
ensure that the submitter has agreed to public dissemination of the
submitted document.
\4\ See e.g., File No. SR-MSRB-90-2 at 16; ``Delivery of
Official Statements to the Board: Rules G-36 and G-8,'' MSRB
Reports, Vol. No. 3 (July 1990).
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The Board believes the purposed rule change is consistent with
Section 15B(b)(2)(C) of the Act, which provides that the Board's rules:
Be designed to prevent fraudulent and manipulative acts and
practices, to promote just and equitable principles of trade, to
foster cooperation and coordination with persons engaged in
regulating, clearing, settling, processing information with respect
to, and facilitating transactions in municipal securities, to remove
impediments to and perfect the mechanism of a free and open market
in municipal securities, and in general, to protect investors and
the public interest.
B. Self-Regulatory Organization's Statement on Burden on Competition
The Board does not believe that the proposed rule change will
impose any burden on competition not necessary or appropriate in
furtherance of the purposes of the Act.
C. Self-Regulatory Organization's Statement or Comments on the Proposed
Rule Change Received From Members, Participants, or Others
The Board has neither solicited nor received comments on the
proposed rule change.
III. Date of Effectiveness of the Proposed Rule Change and Timing for
Commission Action
Because the foregoing proposed rule change: (1) Does not
significantly affect the protection of investors or the public
interest; (2) does not impose any significant burden on competition;
(3) was provided to the Commission for its review at least five days
prior to the filing date; and (4) does not become operative for thirty
days from the date of its filing on June 2, 1995, the proposed rule
change has become effective pursuant to section 19(b)(3)(A) of the Act
and Rule 19b-4(e)(6) thereunder. In particular, the Commission believes
the proposal would qualify as a ``non-controversial filing'' because it
makes technical and clarifying changes to an existing MSRB rule and
form. Accordingly, it neither significantly affects the protection of
investors or the public interest and does not impose any significant
burden on competition. At any time with sixty days of the filing of the
proposed rule change, the Commission may summarily abrogate such rule
change it if 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,
arguments concerning the foregoing. Persons [[Page 32190]] 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 5 U.S.C. 552, will be available for inspection and
copying in the Commission's Public Reference Room. Copies of the filing
will also be available for inspection and copying at the Board's
principal offices. All submissions should refer to File No. SR-MSRB-95-
8 and should be submitted by July 11, 1995.
For the Commission by the Division of Market Regulation,
pursuant to delegated authority.\5\
\5\ 17 CFR 200.30-3(a)(12)
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Margaret H. McFarland,
Deputy Secretary.
[FR Doc. 95-15042 Filed 6-19-95; 8:45 am]
BILLING CODE 8010-01-M