[Federal Register Volume 64, Number 220 (Tuesday, November 16, 1999)]
[Notices]
[Pages 62239-62241]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 99-29876]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 42113; File No. SR-Phlx-99-40]


Self-Regulatory Organizations; Notice of Filing and Immediate 
Effectiveness of Proposed Rule Change by the Philadelphia Stock 
Exchange, Inc. Relating to Communications With Customers or Members of 
the Public

    Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 
(``Act''),\1\ and Rule 19b-4 thereunder,\2\ notice is hereby given that 
on October 7, 1999, the Philadelphia Stock Exchange, Inc. (``Phlx'' or 
``Exchange'') filed with the Securities and Exchange Commission 
(``Commission'') the proposed rule change as described in Items I, II, 
and below, which Items have been prepared by the Phlx. The Commission 
is publishing this notice to solicit comments on the proposed rule 
change from interested persons.
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    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 17 CFR 240.19b-4.

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[[Page 62240]]

I. Self-Regulatory Organization's Statement of the Terms of 
Substance of the Proposed Rule Change

    The Exchange proposes to amend Phlx Rule 1049 (``Communications to 
Customers'') to allow members, member organizations, and associated 
persons to distribute to customers or members of the public more than 
one type of options worksheet to indicate possible outcomes under 
various market conditions. Specifically, the proposed rule change: (i) 
incorporates worksheets into the definition of ``sales literature'' and 
establishes that worksheets must comply with the requirements 
applicable to sales literature; (ii) adds references to members and 
associated persons; (iii) deletes references to ``standard'' worksheets 
and deletes prohibitions on ``nonstandard'' worksheets; and (iv) 
deletes the requirement that worksheets must be uniform within a member 
organization for each product type. Below is the text of the proposed 
rule change. Proposed new language is in italic; proposed deletions are 
in brackets.
Rule 1049. Communications to Customers
    (a) to (d) No change.
    (e) Definitions. For purposes of this Rule, the following 
definitions shall apply:
    (i) and (ii) No change.
    (iii) The term ``sales literature'' shall include any written 
communication (not defined as an ``advertisement'' or as ``educational 
material'') distributed or made available to customers or the public 
that contains any analysis, performance report, projection or 
recommendation with respect to options, underlying securities or market 
conditions, any [standard] forms of worksheets, or any seminar text 
which pertains to options and which is communicated to customers or the 
public at seminars, lectures or similar such events, or any Exchange-
produced materials pertaining to options.
    (f) No change.

Commentary:

    .01 to .03  No change.
    .04 to D  No change.
    E. [Standard forms of o] Options worksheets utilized by members, 
member organizations, or associated persons, [in addition to] must 
comply[ing] with the requirements applicable to sales literature. [, 
must be uniform within a member organization for each product type 
(e.g. equity, foreign currency, index, etc.).]
    [F. If a member organization has adopted a standard form of 
worksheet for a particular options strategy, nonstandard worksheets for 
that strategy may not be used.]
    F. [G. Communications that portray performance of past 
recommendations or actual transactions and completed worksheets shall 
be kept at a place easily accessible to the sales office for the 
accounts or customers involved.
    0.5  No change.

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 Phlx 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 Exchange 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 allow members, member 
organizations, and associated persons to distribute more than one type 
of options worksheet to customers or members of the public. The 
proposed rule change would allow members, member organizations, and 
associated persons to use Exchange or industry-produced worksheets or 
to tailor worksheets to specific clientele. Under the current rule, 
once a member organization adopts a ``standard'' worksheet for a 
particular options strategy or product type (e.g.,  equities, foreign 
currently, index, etc.), it can only distribute that standard worksheet 
to a client, and may not illustrate different market conditions through 
other worksheets.
    The proposed rule change also ensures that when members, member 
organizations, and associated persons use options worksheets, all such 
worksheets will comply with the requirements applicable to sales 
literature. These requirements provide that (i) sales literature must 
state that supporting documentation is available upon demand for any 
claims, comparisons, recommendations, statistics or other technical 
data, and (ii) sales literature may contain projected performance 
figures only if it does not suggest the projection is certain, 
parameters relating to the projected performance and all relevant costs 
are clearly disclosed, the projections are plausible, and all material 
assumptions are identified.\3\ Under current Rule 1049, only standard 
options worksheets used by member organizations must comply with sales 
literature requirements.
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    \3\ Phlx Rule 1049, Commentary .04.
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    The Exchange believes that the proposed rule change will improve 
the quality of options worksheets that customers or members of the 
public receive from members, member organizations, and associated 
persons. The proposed rule change should enhance members' ability to 
describe properly the risks and benefits of options trading, and should 
enhance the ability of customers or members of the public to understand 
these risks and benefits. In addition, by establishing that worksheets 
used by members, member organizations, and associated persons must 
comply with sales literature requirements, the proposed rule change 
should promote uniform application of Rule 1049.
2. Statutory Basis
    The Exchange believes that the proposed rule change is consistent 
with Section 6(b) of the Act \4\ in general, and Section 6(b)(5) \5\ in 
particular, in that it is designed to facilitate transactions in 
securities and remove impediments to and perfect the mechanism of a 
free and open market and national market system, and to protect 
investors and the public interest by allowing the distribution of 
worksheets that are tailored to the needs of specific clients.\6\
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    \4\ 15 U.S.C. 78f(b).
    \5\ 15 U.S.C. 78f(b)(5).
    \6\ In reviewing this proposal, the Commission has considered 
its impact on efficiency, competition, and capital formation. 15 
U.S.C. 78c(f).
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B. Self-Regulatory Organization's Statement on Burden on Competition

    The Phlx does not believe that the proposed rule change will impose 
any inappropriate 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 were solicited or received on the proposed rule 
change.

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

    The proposed rule change will become effective upon filing pursuant 
to Section 19(b)(3)(A) of the Act,\7\ and Rule

[[Page 62241]]

19b-4(f)(6) \8\ thereunder, in that it is designated by the Exchange as 
effecting a change that: (i) does not significantly affect the 
protection of investors or the public interest; (ii) does not impose 
any significant burden on competition; and (iii) by its terms, does not 
become operative for thirty days after the date of the filing, or such 
shorter time as the Commission may designate if consistent with the 
protection of investors and the public interest.
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    \7\ 15 U.S.C. 78s(b)(3)(A).
    \8\ 17 CFR 240.19b-(f)(6).
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    The Exchange represents that it provided written notice of its 
intent to file the proposed rule change at least five business days 
prior to the filing date. At any time within 60 days of the filing of 
the proposed rule change, the Commission may summarily abrogate the 
proposed rule change if it 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, and 
arguments concerning the foregoing, including whether the proposed rule 
change is consistent with the Act. Persons making written submissions 
should file six copies thereof with the Secretary, Securities and 
Exchange Commission, 450 Fifth Street, NW., Washington, DC 20549-0609. 
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, DC. Copies of such 
filing will also be available for inspection and copying at the 
principal office of the Phlx. All submissions should refer to the File 
No. SR-Phlx-99-40 and should be submitted by December 7, 1999.

    For the Commission, by the Division of Market Regulation, 
pursuant to delegated authority.\9\
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    \9\ 17 CFR 200.30-3(a)(12).
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Margaret H. McFarland,
Deputy Secretary.
[FR Doc. 99-29876 Filed 11-15-99; 8:45 am]
BILLING CODE 8010-01-M