[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