[Federal Register Volume 67, Number 6 (Wednesday, January 9, 2002)]
[Notices]
[Pages 1254-1255]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 02-522]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-45232; File No. SR-DTC-2001-18]


Self-Regulatory Organizations; The Depository Trust Company; 
Notice of Filing and Immediate Effectiveness of Proposed Rule Change 
Relating to the Extension of a Deadline in Connection With the Direct 
Registration System Facility

January 3, 2002.
    Pursuant to section 19(b)(1) of the Securities Exchange Act of 1934 
(``Act''),\1\ notice is hereby given that on December 3, 2001, The 
Depository Trust Company (``DTC'') 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 DTC. The Commission is publishing this notice to solicit 
comments on the proposed rule change from interested parties.
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    \1\ 15 U.S.C. 78s(b)(1).
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I. Self-Regulatory Organization's Statement of the Terms of 
Substance of the Proposed Rule Change

    In File No. SR-DTC-2001-07, DTC established a deadline of November 
1, 2001, by which (i) All securities issues eligible for DTC's Direct 
Registration System (``DRS'') which do not participate in the Profile 
Modification System (``Profile''), which is part of DRS, were to move 
to Profile and (ii) a request by a broker for a withdrawal by transfer 
(W.T.) for a DRS-eligible security which W.T. does not specifically 
request a certificate was to automatically default to a DRS book-entry 
position (an ``S'' position) on the books of the issuer or its transfer 
agent.\2\ The proposed rule change extends the November 1, 2001, 
deadline to December 14, 2001.
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    \2\ Securities Exchange Act Release No. 44696 (August 14, 2001), 
66 FR 43939.
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II. Self-Regulatory Organization's Statement of the Purpose of, and 
Statutory Basis for, the Proposed Rule Change

    In its filing with the Commission, DTC 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. DTC has prepared summaries, set forth in sections (A), 
(B) and (C) below, of the most significant aspects of these 
statements.\3\
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    \3\ The Commission has modified the text of the summaries 
prepared by DTC.
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(A) Self-Regulatory Organization's Statement of the Purpose of, and 
Statutory Basis for, the Proposed Rule Change

    The purpose of the proposed rule change is to allow issuers and 
their transfer agents adequate time to move all DRS-eligible securities 
issues to Profile.\4\ Due to the events of September 11, 2001, and 
ensuing communications problems, some issuers and their transfer agents 
found it difficult to meet the November 1, 2001 deadline.
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    \4\ For previous orders relating to Profile, refer to Securities 
Exchange Act Release Nos. 41862 (September 10, 1999), 64 FR 51162; 
42366 (January 28, 2000), 65 FR 5714; 42704 (April 19, 2000), 65 FR 
24242; 43586 (November 17, 2000), 65 FR 70745; 44696 (August 14, 
2001), 66 FR 43939.
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    The proposed rule change is consistent with the requirements of the 
Act and the rules and regulations thereunder applicable to DTC because 
it will encourage more issuers to allow their securities to be included 
in Profile which is an integral part of DRS. The proposed rule change 
will be implemented consistently with the safeguarding of securities 
and funds in DTC's custody or control or for which it is responsible 
since the operation of DRS, as modified by the proposed rule change, 
will be similar to the current operation of DRS.

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

    DTC perceives no adverse impact on competition by reason of the 
proposed rule change.

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

    Written comments from DTC Participants or others have not been 
solicited or received on the proposed rule change. DTC will notify the 
Commission of any written comments received by DTC.

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

    The foregoing rule change has become effective pursuant to section 
19(b)(3)(A)(iii) \5\ of the Act and Rule 19b-4(f)(4) \6\ promulgated 
thereunder because the proposal effects a change in an existing service 
of DTC that (A) does not adversely affect the safeguarding of 
securities or funds in the custody or

[[Page 1255]]

control of DTC or for which it is responsible and (B) does not 
significantly affect the respective rights or obligations of DTC or 
persons using the service because the proposed rule change consists of 
an interpretation of a prior DTC filing on Form 19b-4. At any time 
within sixty days of the filing of such proposed rule change, the 
Commission may summarily abrogate such 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.
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    \5\ 15 U.S.C. 78s(b)(3)(A)(iii).
    \6\ 17 CFR 240.19b-4(f)(4).
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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 chnage 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 section, 450 Fifth Street, NW., 
Washington, DC 20549. Copies of such filing also will be available for 
inspection and copying at the principal office of DTC. All submissions 
should refer to File No. SR-DTC-2001-18 and should be submitted by 
January 30, 2002.
    For the Commission by the Division of Market Regulation, pursuant 
to delegated authority.\7\
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    \7\ 17 CFR 200.30-3(a)(12).

Margaret H. McFarland,
Deputy Secretary.
[FR Doc. 02-522 Filed 1-8-02; 8:45 am]
BILLING CODE 8010-01-M