[Federal Register Volume 61, Number 63 (Monday, April 1, 1996)]
[Notices]
[Pages 14359-14360]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 96-7844]



-----------------------------------------------------------------------

SECURITIES AND EXCHANGE COMMISSION
[Release No. 34-37025; File No. SR-BSE-96-02]


Self-Regulatory Organizations; Notice of Filing and Order 
Granting Accelerated Approval of Proposed Rule Change by the Boston 
Stock Exchange, Incorporated Relating to Distribution of Interim 
Reports to Both Registered and Beneficial Shareholders

March 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 
March 18, 1996, the Boston Stock Exchange, Incorporated (``BSE'' or 
``Exchange'') 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 self-regulatory 
organization. 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 Exchange seeks to amend its rules to provide that corporations 
that distribute interim financial reports to shareholders should 
distribute such reports to both registered and beneficial shareholders. 
The text of the proposed rule change is available at the Exchange and 
the Commission.

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 self-regulatory organization 
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 III below. The self-regulatory 
organization 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

1. Purpose
    The purpose of the proposed rule change is to ensure equal 
treatment of record and beneficial shareholders in the distribution of 
interim financial reports. It is based on the findings and 
recommendations of the Securities Industry Association.
2. Statutory Basis
    The basis under the Act for the proposed rule change is the 
requirement under Section 6(b)(5) that an Exchange have rules that are 
designed to promote just and equitable principles of trade, to remove 
impediments to, and perfect the mechanism of a free and open market 
and, in general, to protect investors and the public interest.

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

    The proposed rule change will impose no burden on competition.
    
[[Page 14360]]


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

    No written comments were solicited or received with respect to the 
proposed rule change.

III. 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. Sec. 552, will be available for inspection and copying at 
the Commission's Public Reference Section, 450 Fifth Street, NW., 
Washington, DC 20549. Copies of such filing will also be available for 
inspection and copying at the principal office of the Exchange. All 
submissions should refer to File No. SR-BSE-96-02 and should be 
submitted by [insert date 21 days from date of publication].

IV. Commission's Findings and Order Granting Accelerated Approval of 
Proposed Rule Change

    The Commission finds that the proposed rule change is consistent 
with the requirements of the Act and the rules and regulations 
thereunder applicable to a national securities exchange, and, in 
particular, with the requirements of Section 6(b).\1\ The Commission 
believes the proposal is consistent with the Section 6(b)(5) 
requirements that the rules of an exchange be designed 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 securities, to remove impediments to and perfect the mechanism of a 
free and open market and national market system, and, in general, to 
protect investors and the public.

    \1\ 15 U.S.C. Sec. 78(b).
---------------------------------------------------------------------------

    Although the Commission does not require public companies to 
distribute interim reports to shareholders,\2\ the Commission believes 
that it is appropriate for the Exchange to encourage its listed 
companies to provide equal treatment of record and beneficial 
shareholders in the distribution of reports. Moreover, the BSE's rule 
change reflects the results of the compromise reached by various 
industry groups with regard to distribution of interim reports. The 
Commission believes the BSE's adoption of this industry policy should 
help create uniformity in the practices of BSE-listed companies with 
respect to their distribution of interim financial reports.

    \2\ The interim reports that are the subject of the BSE's rule 
change are not the quarterly financial reports required to be filed 
with the Commission on Form 10-Q pursuant to the Commission's 
authority under Sections 13(a) and 15(d) of the Securities Exchange 
Act of 1934. See 15 U.S.C. Secs. 78m(a) and 78o(d) (1988). The 
reports are voluntarily prepared and published by companies as part 
of their shareholder relations activities.
---------------------------------------------------------------------------

    The Commission finds good cause for approving the proposed rule 
change prior to the thirtieth day after the date of publication of 
notice of filing thereof in the Federal Register. The Commission 
believes that accelerated approval is appropriate given the prior 
approval of similar proposals by the NYSE, Amex, and the PSE \3\ and 
because the accelerated approval will allow the Exchange to encourage 
equal distribution of interim reports to record and beneficial 
shareholders as soon as practicable.

    \3\ See Securities Exchange Act Release Nos. 35373 (Feb. 14, 
1995), 60 FR 9709 (Feb. 21, 1995); 36541 (Nov. 30, 1995), 60 FR 
62921 (Dec. 7, 1995); 36916 (Mar. 4, 1996), 61 FR 9515 (Mar. 8, 
1996).
---------------------------------------------------------------------------

    Based on the above, the Commission finds that there is good cause, 
consistent with Section 6(b)(5) of the Act, to accelerate approval of 
the amended proposed rule change.
    It is therefore ordered, pursuant to Section 19(b)(2) of the 
Act,\4\ that the proposed rule change (SR-BSE-96-02) is approved.

    \4\ 15 U.S.C. Sec. 78s(b)(2).
---------------------------------------------------------------------------

    For the Commission, by the Division of Market Regulation, 
pursuant to delegated authority.\5\

    \5\ 17 CFR 200.30-3(a)(12).
---------------------------------------------------------------------------

Jonathan G. Katz,
Secretary.
[FR Doc. 96-7844 Filed 3-29-96; 8:45 am]
BILLING CODE 8010-01-M