[Federal Register Volume 67, Number 161 (Tuesday, August 20, 2002)]
[Notices]
[Pages 53998-54000]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 02-21125]


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SECURITIES AND EXCHANGE COMMISSION


Submission for OMB Review; Comment Request

    Upon written request, copies available from: Securities and 
Exchange Commission, Office of Filings and Information Services, 
Washington, DC 20549.

Extension

Rule 10a-1, SEC File No. 270-413, OMB Control No. 3235-0475
Rule 12d2-1, SEC File No. 270-98, OMB Control No. 3235-0081
Rule 12d2-2 and Form 25, SEC File No. 270-86, OMB Control No. 3235-
0080
Rule 17Ab2-1 and Form CA-1, SEC File No. 270-203 OMB Control No. 
3235-0195
Rule 17Ad-3(b), SEC File No. 270-424, OMB Control No. 3235-0473

    Notice is hereby given that, pursuant to the Paperwork Reduction 
Act of 1995 (44 U.S.C. 3501 et seq.), the Securities and Exchange 
Commission (Commission) has submitted to the Office of Management and 
Budget requests for approval of extension on the following:
    Rule 10a-1 (17 CFR 240.10a-1) under the Securities Exchange Act of 
1934 (Exchange Act) is designed to limit short selling of a security in 
a declining market, by requiring, in effect, that each successive lower 
price be established by a long seller. The price at which short sales 
may be effected is established by reference to the last sale price 
reported in the consolidated system or on a particular marketplace. 
Rule 10a-1 requires each broker or dealer that effects any sell order 
for a security registered on, or admitted to unlisted trading 
privileges on, a national securities exchange to mark the relevant 
order ticket either ``long'' or ``short.''
    There are approximately 7,258 brokers and dealers registered with 
the national securities exchanges. The Commission has considered each 
of these respondents for the purposes of calculating the reporting 
burden under Rule 10a-1. Each of these approximately 7,258 registered 
broker-dealers effects sell orders for securities registered on, or 
admitted to unlisted trading privileges on, a national securities 
exchange. In addition, each respondent makes an estimated 59,071 annual 
responses, for an aggregate total of 428,743,000 responses per year. 
Each response takes approximately .000139 hours (.5 seconds) to 
complete. Thus, the total compliance burden per year is 59,595 burden 
hours.
    There is no retention period requirement under Rule 10a-1. This 
Rule does not involve the collection of confidential information.
    Rule 12d2-1 (17 CFR 240.17d2-1) was adopted in 1935 pursuant to 
sections 12 and 23 of the Exchange Act. The Rule provides the 
procedures by which a national securities exchange may suspend from 
trading a security that is listed and registered on the exchange. Under 
Rule 12d2-1, an exchange is permitted to suspend from trading a listed 
security in accordance with its rules, and must promptly notify the 
Commission of any such suspension, along with the effective date and 
the reasons for the suspension.
    Any such suspension may be continued until such time as the 
Commission may determine that the suspension is designed to evade the 
provisions of section 12(d) of the Exchange Act and Rule 12d2-2 
thereunder.\1\ During the continuance of such suspension under Rule 
12d2-1, the exchange is required to notify the Commission promptly of 
any change in the reasons for the suspension. Upon the restoration to 
trading of any security suspended under the Rule, the exchange must 
notify the Commission promptly of the effective date of such 
restoration.
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    \1\ Rule 12d2-2 prescribes the circumstances under which a 
security may be delisted, and provides the procedures for taking 
such action.
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    The trading suspension notices serve a number of purposes. First, 
they inform the Commission that an exchange has suspended from trading 
a listed security or reintroduced trading in a previously suspended 
security. They also provide the Commission with information necessary 
for it to determine that the suspension has been accomplished in 
accordance with the rules of the exchange, and to verify that the 
exchange has not evaded the requirements of section 12(d) of the 
Exchange Act and Rule 12d2-2 thereunder by improperly employing a 
trading suspension. Without the Rule, the Commission would be unable to 
fully implement these statutory responsibilities.
    There are nine national securities exchanges that are subject to 
Rule 12d2-

[[Page 53999]]

1. The burden of complying with the Rule is not evenly distributed 
among the exchanges since there are many more securities listed on the 
New York Stock Exchange, Inc. (``NYSE'') and the American Stock 
Exchange LLC (``Amex'') than on the other exchanges.\2\ However, for 
purposes of this filing, it is assumed that the number of responses is 
evenly divided among the exchanges. Since approximately 173 responses 
under Rule 12d2-1 are received annually by the Commission from the 
national securities exchanges, the resultant aggregate annual reporting 
hour burden would be, assuming on average one-half reporting hour per 
response, 86.5 annual burden hours for all exchanges. The collection of 
information obligations imposed by Rule 12d2-1 is mandatory. The 
response will be available to the public and will not be kept 
confidential.
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    \2\ In fact, some exchanges do not file any trading suspension 
reports in a given year.
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    Rule 12d2-2 (17 CFR 240.12d2-2) and Form 25 (17 CFR 249.25) were 
adopted in 1935 and 1952, respectively, pursuant to Sections 12 and 23 
of the Exchange Act. Rule 12d2-2 sets forth the conditions and 
procedures under which a security may be delisted. Rule 12d2-2 also 
requires, under certain circumstances, that the Exchange file with the 
Commission a Form 25 to delist the Security. Form 25 provides the 
Commission with the name of the security, the effective date of the 
delisting, and the date and type of event causing the delisting.
    Delisting notices and applications for delisting serve a number of 
purposes. First, the reports and notices required under paragraphs (a) 
and (b) of Rule 12d2-2 (which do not require Commission action) inform 
the Commission that a security previously traded on an exchange is no 
longer traded. In addition, the applications for delisting required 
under paragraphs (c) and (d) of Rule 12d2-2 provide the Commission with 
the information necessary for it to determine that the delisting has 
been accomplished in accordance with the rules of the exchange and 
whether the delisting should be subject to any terms and conditions 
necessary for the protection of investors. Further, delisting 
applications are available to members of the public who may wish to 
comment or submit information to the Commission regarding the 
applications. Without the Rule, the Commission lacks the information 
necessary for it to fully meet these statutory responsibilities.
    There are nine national securities exchanges that are subject to 
Rule 12d2-2 and Form 25. The burden of complying with Rule 12d2-2 and 
Form 25 is not evenly distributed among the exchanges, however, since 
there are many more securities listed on the NYSE and the Amex than on 
the other exchanges. However, for purposes of this filing, the staff 
has assumed that the number of responses is evenly divided among the 
exchanges. Since approximately 687 responses under the Rule and Form 
are received annually by the Commission from the national securities 
exchanges, the resultant aggregate annual reporting hour burden would 
be, assuming on average one hour per response, 687 annual burden hours 
for all exchanges. In addition, since approximately 52 responses are 
received by the Commission annually from issuers wishing to remove 
their securities from listing and registration on exchanges, the 
Commission staff estimates that the aggregate annual reporting hour 
burden on issuers would be, assuming on average two reporting hours per 
response, 104 annual burden hours for all issuers. Accordingly, the 
total annual hour burden for all respondents to comply with Rule 12d2-2 
is 791 hours.
    The collection of information obligations imposed by Rule 12d2-2 
and Form 25 are mandatory. The response will be available to the public 
and will not be kept confidential.
    Rule 17Ab2-1 (17 CFR 240.17Ab2-1) and Form CA-1 (17 CFR 249b.200) 
require clearing agencies to register with the Commission and to meet 
certain requirements with regard to, among other things, a clearing 
agency's organization, capacities, and rules. The information is 
collected from the clearing agency upon the initial application for 
registration on Form CA-1. Thereafter, information is collected by 
amendment to the initial Form CA-1 when material changes in 
circumstances necessitates modification of the information previously 
provided to the Commission.
    The Commission uses the information disclosed on Form CA-1 to (i) 
determine whether an applicant meets the standards for registration set 
forth in section 17A of the Exchange Act, (ii) enforce compliance with 
the Exchange Act's registration requirement, and (iii) provide 
information about specific registered clearing agencies for compliance 
and investigatory purposes. Without Rule 17Ab2-1, the Commission could 
not perform these duties as statutorily required.
    There are currently thirteen registered clearing agencies and five 
clearing agencies that have been granted an exemption from 
registration. The Commission staff estimates that each initial Form CA-
1 requires approximately 130 hours to complete and submit for approval. 
Hours required for amendments to Form CA-1 that must be submitted to 
the Commission in connection with material changes to the initial CA-1 
can vary, depending upon the nature and extent of the amendment. Since 
the Commission only receives an average of one submission per year, the 
aggregate annual burden associated with compliance with Rule 17Ab2-1 
and Form CA-1 is 130 hours. Based upon the staff's experience, the 
average cost to clearing agencies of preparing and filing the initial 
Form CA-1 is estimated to be $17,911. There is no recordkeeping 
requirement for Rule 17Ab2-1 or Form CA-1. This rule and form does not 
involve the collection of confidential information.
    Rule 17Ad-3(b) (17 CFR 240.17Ad-3) requires registered transfer 
agents which for each of two consecutive months have failed to 
turnaround at least 75% of all routine items in accordance with the 
requirements of Rule 17Ad-2(a) or to process at least 75% of all 
routine items in accordance with the requirements of Rule 17Ad-2(a) to 
send to the chief executive officer of each issuer for which such 
registered transfer agent acts a copy of the written notice required 
under Rule 17Ad-2(c), (d), and (h). The issuer may use the information 
contained in the notices in several ways: (1) to provide an early 
warning to the issuer of the transfer agent's non-compliance with the 
Commission's minimum performance standards regarding registered 
transfer agents, and (2) to assure that issuers are aware of certain 
problems and poor performances with respect to the transfer agents that 
are servicing the issuer's securities. If the issuer does not receive 
notice of a registered transfer agent's failure to comply with the 
Commission's minimum performance standards then the issuer will be 
unable to take remedial action to correct the problem or to find 
another registered transfer agent. Pursuant to Rule 17Ad-3(b), a 
transfer agent that has already filed a Notice of Non-Compliance with 
the Commission pursuant to Rule 17Ad-2 will only be required to send a 
copy of that notice to issuers for which it acts when that transfer 
agent fails to turnaround 75% of all routine items or to process 75% of 
all items.
    The Commission estimates that of the seven transfer agents that 
filed the Notice of Non-Compliance pursuant to Rule 17Ad-2, only two 
transfer agents will meet the requirements of Rule 17Ad-3(b). If a 
transfer agent fails to meet the minimum requirements under

[[Page 54000]]

17Ad-3(b), such transfer agent is simply sending a copy of a form that 
had already been produced for the Commission. The Commission estimates 
a requirement will take each respondent approximately one hour to 
complete, for a total annual estimate burden of two hours at cost of 
approximately $60.00 for each hour.
    Please note that an agency may not conduct or sponsor, and a person 
is not required to, a collection of information unless it displays a 
currently valid control number.
    Written comments regarding the above information should be directed 
to the following persons: (i) Desk Officer for the Securities and 
Exchange Commission, Office of Information and Regulatory Affairs, 
Office of Management and Budget, Room 10202, New Executive Office 
Building, Washington, DC 20503; and (ii) Michael E. Bartell, Associate 
Executive Director, Office of Information Technology, Securities and 
Exchange Commission, 450 Fifth Street, NW., Washington, DC 20549. 
Comments must be submitted to OMB within 30 days of this notice.

    Dated: August 12, 2002.
Margaret H. McFarland,
Deputy Secretary.
[FR Doc. 02-21125 Filed 8-19-02; 8:45 am]
BILLING CODE 8010-01-P