[Federal Register Volume 60, Number 162 (Tuesday, August 22, 1995)]
[Notices]
[Pages 43629-43630]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 95-20694]



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SECURITIES AND EXCHANGE COMMISSION
[Release No. 34-36097; File No. SR-NSCC-95-09]


Self-Regulatory Organization; National Securities Clearing 
Corporation; Notice of Filing of Proposed Rule Change Relating to 
Modifications to its Procedures to Allow the Processing of Voluntary 
Reorganizations With Protect Periods of Three Days or Greater

August 11, 1995.
    Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 
(``Act''),\1\ notice is hereby given that on July 27, 1995, National 
Securities Clearing Corporation (``NSCC'') 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 
primarily by NSCC. The Commission is publishing this notice to solicit 
comments on the proposed rule change from interested persons.

    \1\ 15 U.S.C. 78s(b)(1) (1988).
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I. Self-Regulatory Organization's Statement of the Terms of Substance 
of the Proposed Rule Change

    The text of the proposed rule change consists of modifications to 
NSCC's Procedures to allow the processing of voluntary reorganizations 
with protect periods of three days or greater.

II. Self-Regulatory Organization's Statement of the Purpose of, and 
Statutory Basis for, the Proposed Rule Change

    In its filing with the Commission, NSCC 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. NSCC has prepared summaries, set forth in sections (A), 
(B), and (C) below, of the most significant aspects of such 
statements.\2\

    \2\ These statements have been modified by the Commission.

[[Page 43630]]

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(A) Self-Regulatory Organization's Statement of the Purpose of, and 
Statutory Basis for, the Proposed Rule Change

    NSCC recently modified its Rules and Procedures to accommodate 
three-day (``T+3'') settlement of securities transactions. NSCC did not 
modify its Procedures for voluntary reorganizations (i.e., tender or 
exchange offers) which currently require a protect period \3\ of five 
days or greater because the industry indicated to NSCC that five day 
protect periods would prevail for a substantial period of time after 
the implementation of T+3. However, with the implementation of T+3, 
some voluntary reorganizations have had protect periods of three days 
rather than five days. In response, NSCC has suspended references in 
its Procedures to the five day protect period in order to accommodate 
voluntary reorganizations with three day protect periods. Accordingly, 
the purpose of the proposed rule change is to modify Section VII.H.4(b) 
of NSCC's Procedures to allow the processing of voluntary 
reorganizations with protect periods of three days or greater through 
NSCC's Continuous Net Settlement System.

    \3\ A protect period is generally understood to mean the amount 
of time after the expiration of a tender or exchange offer that the 
owner or record holder who has elected to participate in the offer 
has to submit the shares to the tender agent to cover his or her 
position.
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    The proposed rule change is consistent with the requirements of 
Section 17A of the Act and the rules and regulations thereunder because 
it should facilitate the prompt and accurate clearance and settlement 
of securities transactions.

(B) Self-Regulatory Organization's Statement on Burden on Competition

    NSCC does not believe that the proposed rule change will have an 
impact on or impose a burden on competition.

(C) Self-Regulatory Organization's Statement on Comments on the 
Proposed Rule Change Received From Members, Participants, or Others

    No written comments relating to the proposed rule change have been 
solicited or received. NSCC will notify the Commission of any written 
comments received by NSCC.

III. Date of Effectiveness of the Proposed Rule Change and Timing for 
Commission Action

    Within thirty-five 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 ninety 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 NSCC 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 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 in Washington, D.C. 20549. Copies of 
such filing will also be available for inspection and copying at the 
principal office of NSCC. All submissions should refer to the File No. 
SR-NSCC-95-09 and should be submitted by September 12, 1995.

    For the Commission by the Division of Market Regulation, 
pursuant to delegated authority.
Margaret H. McFarland,
Deputy Secretary.
[FR Doc. 95-20694 Filed 8-21-95; 8:45 am]
BILLING CODE 8010-01-M