[Federal Register Volume 61, Number 22 (Thursday, February 1, 1996)]
[Notices]
[Pages 3743-3746]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 96-2056]



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SECURITIES AND EXCHANGE COMMISSION
[Release No. 34-36780; File No. SR-NASD-96-03]


Self-Regulatory Organizations; Notice of Filing and Order 
Granting Accelerated Approval of Proposed Rule Change by the National 
Association of Securities Dealers, Inc. Relating to the Association's 
FOCUS Filing Plan

January 26, 1996.
    Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 
(``Act''), 15 U.S.C. Sec. 78s(b)(1), notice is hereby given that on 
January 24, 1996, the National Association of Securities Dealers, Inc. 
(``NASD'' or ``Association'') filed with the Securities and Exchange 
Commission (``SEC'' or ``Commission'') the proposed rule change as 
described in Items I, II, and III below, which Items have been prepared 
by the NASD.\1\ The 

[[Page 3744]]
Commission is publishing this notice to solicit comments on the 
proposed rule change from interested persons. For the reasons discussed 
below, the Commission is granting accelerated approval of the proposed 
rule change.

    \1\ The proposal was originally filed with the Commission on 
January 16, 1996. The NASD subsequently submitted Amendment No. 1 to 
the filing. This document provides notice of the filing as amended. 
Letter from Elliot Curzon, Assistant General Counsel, NASD, to Mark 
Barracca, Branch Chief, Over-the-Counter Regulation, Division of 
Market Regulations, SEC, dated January 24, 1996.
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I. Self-Regulatory Organization's Statement of the Terms of 
Substance of the Proposed Rule Change

    The NASD is proposing to amend the Plan of the National Association 
of Securities Dealers, Inc. For the Implementation of Parts I, II & IIA 
of Form X-17A-5 Financial and Operation Combined Uniform Single Report 
(``Focus Report'') and Schedule I Thereunder as Amended. Below is the 
text of the proposed rule change.\2\ Proposed new language is 
italicized; proposed deletions are in brackets.

    \2\ The text refers to Exhibits A and B of the FOCUS filing plan 
which are not attached to this amendment.
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Plan of the National Association of Securities Dealers, Inc. for the 
Implementation of Parts I, II & IIA of Form X-17A-5 Financial and 
Operational Combined Uniform Single Report (``Focus Report'') and 
Schedule I Thereunder as Amended

    1. Every member that is subject to the requirements of 
subparagraph (e) of SEC Rule 15c3-3 or that conducts a business in 
accordance with [the exemptive provisions specified in subparagraph 
(k)(2)(i) thereof shall file a monthly Part I of Form X-17A-5. Such 
report shall be filed with the Association on or before the tenth 
(10th) business day of the next month following the month-end 
reporting date. In addition, pursuant to the provisions of 
subparagraph (a)(2)(iv) of SEC Rule 17a-5, every member that 
conducts a business in accordance with the exemptive provisions 
specified in subparagraph (k)(2)(ii) of SEC Rule 15c-3-3 shall file 
a monthly FOCUS Part I of Form X-17A-5.] subparagraph (k)(2)(i) of 
Rule 15c3-3, or that is subject to subparagraph (a)(2)(i) through 
(a)(2)(iii) of SEC Rule 15c3-1 shall file monthly a FOCUS Part II 
Report. Such report shall be filed on or before the 17th business 
day of the next month following the month-end reporting date. The 
monthly filing for those months that are not calender quarters shall 
contain only the balance sheet, net capital computation, reserve 
formula computation, the net monthly profit or loss, and certain 
financial and operational data. The filing made at each calendar 
quarter-end shall contain a complete detailed profit and loss 
statement and all other schedules required by SEC Rule 17a-5.
    2. [Every member that is subject to the requirements of 
subparagraph (e) of SEC Rule 15c3-3 or that conducts a business in 
accordance with the exemptive provisions of subparagraph (k)(2)(i) 
thereof shall file a quarterly Part II of Form X-17A-5 with the 
Association on or before the seventeenth (17th) business day of the 
next month following the calendar quarter ending date] Every member 
that conducts a business in accordance with subparagraph (k)(1)(i) 
through (iii), (k)(2)(ii), or (k)(3) of SEC Rule 15c3-3 and is not 
subject to subparagraphs (a)(2)(i) through (a)(2)(iii) of SEC Rule 
15c3-1 shall file quarterly a FOCUS Part IIA Report. Such report shall 
be filed on or before the 17th business day of the next month following 
the end of the calendar quarter.
    3. Every member that conducts a business in accordance with [the 
provisions of subparagraphs (k)(1)(i) through (iii), (k)(2)(ii) or 
(k)(3) of SEC Rule 15c-3-3 shall file a quarterly Part IIA of the 
Form X-17A-5 with the Association on or before the seventeenth 
(17th) business day of the next month following the calendar quarter 
ending date.] subparagraphs (a)(6), (a)(7), and (a)(8) of SEC Rule 
15c3-1 shall file quarterly a FOCUS Part IIA Report. Such report 
shall be filed on or before the 17th business day of the next month 
following the end of the calendar quarter.
    4. The provisions of paragraphs (1), (2) and (3) of this plan 
shall not apply to any member not designated to the Association 
pursuant to SEC Rule 17d-1 (17 CFR 240.17d-1); provided, however, 
that Form X-17A-5 information which is required to be furnished to 
the Commission by other self-regulatory designees for Association 
members having exchange memberships is provided to the Association 
on a quarterly basis pursuant to an arrangement or arrangements 
which shall be mutually agreeable to the SEC, the Association and 
such other regulatory body.
    5. The provisions of paragraphs (1), (2) and (3) of the plan 
shall not apply to any insurance company that: is registered with 
the SEC as a broker-dealer and is a member of this Association; is 
exempt from SEC Rule 15c3-1; and, is otherwise operating in 
accordance with the requirements of subparagraph (k)(1)(iv) of SEC 
Rule 15c3-3.
    6. Every member subject to the requirements of paragraphs (2) or 
(3) of this plan that receives written notice from the Association 
that it has exceeded [parameters of] financial and operational 
condition parameters established by the Association shall file Part 
II or IIA of Form X-17A-5 or such other financial and operational 
information on a monthly or such other basis as determined by the 
Association. Among other things, such additional information may be 
required of a member whenever it is referred by the Association to 
SIPC pursuant to Section 5(a) of the Securities Investors Protection 
Act of 1970, as amended; whenever it is subject to monitoring by the 
Association on a closer-than-normal surveillance basis; or, whenever 
it is deemed necessary for reasons relating to any member's 
financial and/or operational condition or the condition of the 
marketplace or the industry.
    7. Every member, other than those referenced in paragraph (4) 
above, which is subject to the requirements of paragraph (d) of SEC 
Rule 17a-5, shall file an additional Part II or Part IIA of Form X-
17A-5, as applicable, with the Association within seventeen (17) 
business days after the date selected for the annual audit whenever 
said date is other than a calendar quarter.
    8. Edited data from the information supplied the Association on 
reports filed by members pursuant to paragraphs (1) (quarterly 
filings only), (2) and (3) of this plan shall be furnished to the 
Commission by the Association on a quarterly basis on a date not 
later than sixty (60) calendar days following quarter ending 
reporting date. Such data shall be supplied to the Commission on 
magnetic computer tape in a format compatible, to the extent 
technically possible, with the computer tape criteria specified by 
the SEC and attached hereto as Exhibit A.
    9. Upon request, the Association shall furnish the Commission 
with information contained on reports filed by members pursuant to 
this plan in a form and format which shall be mutually agreed upon 
by the Commission and the Association.
    10. The information supplied the Association on Parts [I], II[,] 
and IIA of Form X-17A-5 by members participating in this plan which 
are also members of one or more national securities exchanges shall 
be furnished by the Association to such other exchange or exchanges 
in a format and on a schedule which shall be mutually agreed upon by 
the Association and such other exchange or exchanges.
    11. For the fourth calendar quarter ending December 31 of each 
year, every member shall file Schedule I of Form X-17A-5 with the 
Association within seventeen (17) business days following the end of 
the calendar quarter [ending date]. Such schedules shall be filed 
jointly with the member's normal quarterly filing of Part II or IIA 
of Form X-17A-5 for the same period ending date.
    12. The provisions of paragraph (11) of this plan shall not 
apply to any member which is not designated to the Association 
pursuant to SEC Rule 17d-1 (17 CFR 240.17d-1).
    13. Edited data from the information supplied by members on 
Schedule I of Form X-17A-5 and received by the Association pursuant 
to paragraph (11) of this plan shall be furnished to the Commission 
by the Association on a date no later than one-hundred (100) 
calendar days following the end of the calendar year. Such data 
shall be supplied the Commission on magnetic computer tape in a 
format compatible, to the extent technically possible, with the 
computer tape criteria specified by the SEC and attached hereto as 
Exhibit B.
    14. Members request to file any part of Form X-17A-5 with the 
Association, including Schedule I, shall do so electronically in 
accordance with the provisions of the Electronic FOCUS Filing System 
User's Guide as it may be changed by the Association from time to 
time. Notwithstanding the foregoing, the requirement to file 
electronically shall not apply to the annual financial statement 
filed pursuant to SEC Rule 17a-5(d).

[[Page 3745]]

    15. In the event that the Association enters into an agreement 
with another self-regulatory organization to provide data processing 
services in respect to Form X-17A-5 reports and/or schedules 
collected by such organization on behalf of its designated members 
pursuant to a plan adopted by that organization and declared 
effective by the Commission, the Association shall, pursuant to a 
written agreement, process the information collected by such 
organization for transmission to the Commission in accordance with 
the same criteria and specifications employed by the Association in 
the processing of data collected by it from its designated members 
pursuant to this plan.

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

Background
    SEC Rule 17a-5 requires all registered broker-dealers to submit 
certain financial information on Form X-17A-5 (FOCUS Reports). 
Paragraph (a)(4) of SEC Rule 17a-5 provides that the filing 
requirements contained in paragraphs (a)(2) and (a)(3) shall not apply 
to a member of a registered national securities association if the 
association, among other things, has members make FOCUS filings 
pursuant to a plan, procedures and provisions of which have been 
submitted to and declared effective by the SEC. The Association has had 
a FOCUS filing plan (Plan) in effect since December 16, 1977, and it 
has been amended from time to time since then.
    Currently, the Plan requires every member that is subject to the 
requirements of subsection (e) of SEC Rule 15c3-3 \1\ or, that conducts 
a business in accordance with subparagraph (k)(2)(i), must file monthly 
Part I of Form X-17A-5. The report must be filed on or before the tenth 
business day of the next month following the month-end reporting date. 
Additionally, every member which conducts a business in accordance with 
subparagraph (k)(2)(ii) must file monthly Part I of Form X-17A-5 and 
members subject to subparagraph (e) or (k)(2)(i) shall also file 
quarterly a FOCUS Report Part II on or before the seventeenth business 
day of the next month following the end of the calendar quarter. 
Members that conduct a business in accordance with subparagraphs (k)(1) 
(i) through (iii), (k)(2)(ii) or (k)(3) of SEC Rule 15c3-3 shall file 
quarterly a FOCUS Part IIA on or before the seventeenth business day of 
the next month following the end of the calendar quarter.

    \1\ SEC Rule 15c3-3 is the SEC's Customer Protection-Reserves 
and Custody of Securities rule. Subsection (e) requires certain 
broker/dealers holding customer securities or funds to establish a 
``Special Reserve Account for the Exclusive Benefit of Customers'' 
according to a formula specified in the rule.
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Proposed Amendment
    In recent years, other self-regulatory organizations (SROs) have 
simplified their FOCUS filing requirements by eliminating the FOCUS 
Part I filing requirement and modifying the requirements for filing 
FOCUS Part II reports. The NASD is proposing to modify its Plan to 
standardize its requirements with those of the other SROs and reduce 
the filing burden on NASD members. Those proposed Plan modifications 
would:
    1. Eliminate the requirement for members to file monthly FOCUS Part 
I reports for all firms, and only require monthly filings of a modified 
FOCUS Part II report for certain firms that carry customer accounts and 
are subject to the reserve computation requirement of SEC Rule 15c3-3 
or are classified as brokers or dealers under the net capital rule. The 
modified FOCUS Part II report would consist of a balance sheet, net 
capital computation, reserve formula computation, a one line profit and 
loss figure for the month and certain financial and operational data.
    2. Require all firms to file a quarterly FOCUS Part II or IIA 
Report, as currently required.
    Under this proposed change, approximately two thousand (2,000) 
firms who operate on a fully disclosed basis would no longer have to 
file a monthly FOCUS Part I Report, and the firms that must file 
monthly will have a simplified filing requirement. The NASD would, 
however, continue to have the right under SEC Rule 17a-5(a)(2)(iv) to 
require financial and operational information to be submitted more 
frequently when conditions or events so warrant.
    The NASD believes that the proposed rule change is consistent with 
the provisions of Section 15A(b)(6) of the Act \2\ in that the amended 
Plan will foster cooperation with other regulators by making the FOCUS 
filing requirements consistent for all registered broker/dealers and 
reduce the regulatory burdens on broker/dealers consistent with the 
purposes of the Act.

    \2\ 15 U.S.C. Sec. 78o-3.
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    The NASD believes that the Plan as amended will comply with the 
requirements of SEC Rule 17a-5(a)(4) because the FOCUS Part II Reports 
required to be filed under the Plan will provide the Association with 
the information currently provided in the FOCUS Report Part I.

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

    The NASD does not believe that the proposed rule change will result 
in any burden on competition that is not necessary or appropriate in 
furtherance of the purposes of the Act, as amended.

(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

    The NASD has requested that the Plan be effective upon Commission 
approval for all members, except members subject to the requirements of 
SEC Rule 15c3-3 or members engaged in market making activity for whom 
the Plan will be effective for the month ending July 31, 1996. In 
addition, the NASD has requested that the Commission find good cause 
pursuant to Section 19(b)(2) for approving the proposed rule change 
prior to the 30th day after publication in the Federal Register.

IV. Discussion

    The Commission finds that the proposed rule change is consistent 
with the requirements of the Act and the rules and regulations 
thereunder applicable to the NASD and, in particular, the requirements 
of Section 15A and the rules and regulations thereunder. The Commission 
believes that the Plan as amended will comply with the requirements of 
SEC Rule 17a-5(a)(4) in that the FOCUS Part II Reports required to be 
filed under the Plan will provide the Association with the information 
currently provided in the FOCUS Report Part I.
    The Commission finds good cause for approving the proposed rule 
change prior to the 30th day after the date of 

[[Page 3746]]
publication of notice of filing thereof in that the proposed amendments 
to the Association's FOCUS Filing Plan submitted herewith are designed 
to bring the NASD's filing requirements into line with those of other 
SROs, will facilitate member compliance with financial information 
filing obligations and reduce regulatory burdens. In addition, because 
the first FOCUS filings are due in early February 1996, accelerating 
approval of the proposed rule change will benefit NASD members by 
permitting them to avoid the significant burden of filing monthly 
reports and more cumbersome current FOCUS Form II reports.

V. 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, 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 File No. SR-NASD-96-03 and should 
be submitted by February 22, 1996.
    It is therefore ordered, pursuant to Section 19(b)(2) of the Act, 
that the proposed rule change be, and hereby is, approved.

    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. 96-2056 Filed 1-31-96; 8:45 am]
BILLING CODE 8010-01-M