[Federal Register Volume 64, Number 235 (Wednesday, December 8, 1999)]
[Notices]
[Pages 68713-68714]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 99-31780]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-42193; File No. SR-PCX-99-49]


Self-Regulatory Organizations; Notice of Filing of Proposed Rule 
Change by the Pacific Exchange, Inc. Relating to Financial Reports and 
Related Notices (EDGAR Rule Filing)

December 1, 1999.
    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 November 9, 1999, the Pacific Exchange, Inc. (``PCX'' or 
``Exchange'') filed with the Securities and Exchange Commission 
(``Commission'' or ``SEC'') the proposed rule change as described in 
Items I, II and III below, which Items have been prepared by the 
Exchange. 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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I. Self-Regulatory Organization's Statement of the Terms of 
Substance of the Proposed Rule Change

    The PCX proposes to amend its Rule pertaining to Financial Reports 
to allow for materials filed with the SEC through the SEC's Electronic 
Data Gathering, Analysis, and Retrieval (``EDGAR'') system to be 
considered effectively filed with the Exchange. Below is the text of 
the proposed rule change.\3\

    \3\ New language is italicized.
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Rule 3.3(t)(1).

Commentary .04.

Material required to be filed pursuant to the Securities Exchange Act 
of 1934 will be considered as effectively filed with the Exchange upon 
filing such documents through the SEC's Electronic Data Gathering 
Analysis and Retrieval (``EDGAR'') system, excepting Forms 8-Ks and 
proxy soliciting material.

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 Exchange 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
    PCX Rule 3.3(t)(1) requires that companies applying for listing on 
the PCX enter into agreements with the Exchange and become subject to 
its rules, regulations and policies applicable to listed companies. 
Pursuant to the listing agreement with the Exchange and the rules under 
the Act, each listed company is required to submit materials to be 
filed pursuant to the Act.\4\
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    \4\ Materials to be filed pursuant to the Act include Forms 8-K 
Current Report, 10-Q Quarterly Report, 10-K Annual Report, or other 
annual report forms for issuers using other than Form 10K; any proxy 
soliciting material; Forms 3 and 4, reports of the Company's 
officers, directors, and holders of more than 10% of the registered 
equity security; (one signed copy, except when a company having 
securities listed on another national securities exchange has taken 
advantage of SEC Regulation 240.16a-1(c) and has designated another 
exchange as the only exchange with which such reports are to be 
filed. Designating an exchange may be accomplished by filing a 
letter with the Securities and Exchange Commission with a copy to 
each exchange on which the stock is listed); and Form 144, notice of 
proposed sale of restricted securities (this report need be filed 
under SEC Regulation 230.144(h) only with the principal exchange on 
which the securities are listed). See PCX Rule 3.3(t)(1)(ii).
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    To relieve listed companies of the burden and costs of providing 
separate paper copies of their SEC filings to the Exchange, the 
Exchange proposes to amend its filing requirements so that a company 
that electronically files documents with the Commission will be deemed 
to have satisfied its comparable filing requirement with the PCX. 
Specifically, the Exchange now proposes that materials required to be 
filed pursuant to the Act, pursuant to PCX Rule 3.3(t)(1)(ii), except 
for Form 8-Ks and Preliminary Final Proxy Materials, be considered 
effectively filed with the Exchange upon filing such documents through 
the SEC's EDGAR system. The Exchange will continue to require that 
listed issuers manually file one copy of all Form 8-Ks and Preliminary 
Final Proxy Materials with the Exchange in order to be able to 
approximately monitor significant corporate events.
2. Basis
    The Exchange believes that the proposal is consistent with Section 
6(b) \5\ of the Act, in general, and Section 6(b)(5),\6\ in particular, 
in that it is 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, and in general, to protect 
investors and the public interest.
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    \5\ 15 U.S.C. 78f(b).
    \6\ 15 U.S.C. 78f(5).
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B. Self-Regulatory Organization's Statement on Burden on Competition

    The Exchange does not believe that the proposed rule change will 
impose any burden on competition that is not necessary or appropriate 
in furtherance of the purposes of the Act.

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

    Written comments on the proposed rule change were neither solicited 
nor received.

[[Page 68714]]

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

    Within 35 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 90 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 the self-regulatory organization 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, including whether the proposal is 
consistent with the Act. Persons making written submissions should file 
six copies thereof with the Secretary, Securities and Exchange 
Commission, 450 Fifth Street, N.W., Washington, D.C. 20549-0609. 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. Copies of such filing will also be 
available for inspection and copying at the principal office of the 
PCX. All submissions should refer to File No. SR-PCX-99-49 and should 
be submitted by December 29, 1999.

    For the Commission, by the Division of Market Regulation, 
pursuant to delegated authority.\7\
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    \7\ 17 U.S.C. 200.30-3(a)(12).
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Jonathan G. Katz,
Secretary.
[FR Doc. 99-31780 Filed 12-7-99; 8:45 am]
BILLING CODE 8010-01-M