[Federal Register Volume 67, Number 233 (Wednesday, December 4, 2002)]
[Notices]
[Pages 72253-72254]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 02-30675]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-46915; File No. SR-DTC-2002-13]


Self-Regulatory Organizations; the Depository Trust Company; 
Notice of Filing of Proposed Rule Change To Establish the Prospectus 
Repository System

November 26, 2002.
    Pursuant to section 19(b)(1) of the Securities Exchange Act of 1934 
(``Act''),\1\ notice is hereby given that on September 11, 2002, 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 the 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

    The purpose of the proposed rule change is to establish the 
Prospectus Repository System that will make prospectuses and official 
statements relating to new issues of corporate and municipal securities 
available electronically to interested DTC participants and DTC-
authorized third parties.

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. The DTC has prepared summaries, set forth in sections 
(A), (B), and (C) below, of the most significant aspects of these 
statements.\2\
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    \2\ The Commission has modified the text of the summaries 
prepared by the DTC.
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(A) Self-Regulatory Organization's Statement of the Purpose of, and 
Statutory Basis for, the Proposed Rule Change

    In response to industry demand, DTC has recently developed a new 
service for participants that would make prospectuses and official 
statements relating to new issues of corporate and municipal securities 
(``Offering Documents'') available in electronic format. The new 
service, the Prospectus Repository System (``PRS'') will enable 
participants and DTC-authorized third parties (collectively referred to 
as ``users'') to view Offering Documents from a DTC-maintained 
website.\3\
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    \3\ PRS authorized third-party users will include syndicate 
members, correspondent banks, paying agents, transfer agents, and 
certain legal counsel and financial advisors associated with the 
underwriting. Individual investors will not have access to Offering 
Documents via the website.
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    As a new service related to DTC's underwriting services, PRS would 
function as a multi-purpose library where users can view, download, and 
print Offering Documents for those issues made eligible by DTC. 
Underwriters will be responsible for providing DTC with Offering 
Documents for both corporate and municipal securities. Access to the 
Offering Documents posted on the website will be controlled by password 
protection, where users will be able to view preliminary and final 
Offering Documents. By posting Offering Documents in PRS, DTC intends 
to make access to Offering Documents easier and more efficient. PRS 
features will include on-line search capabilities of preliminary and 
final Offering Documents, retrieval by ticker symbol, CUSIP, or issuer, 
and downloadable or printable files.
    All users accessing Offering Document information in PRS will be 
required to affirm that they have read DTC's disclaimer prior to 
viewing the information. \4\ The disclaimer states that Offering 
Documents posted on the PRS website are for informational purposes only 
and do not constitute bids, offers, or solicitations for securities. 
Further, DTC indicates that by virtue of offering the PRS service DTC 
is not participating in a particular offering as an underwriter, 
dealer, investment advisor, or otherwise and is not providing any form 
of investment advice or recommendation as to a particular security, 
issuer, or offering. In general, DTC will also disclaim responsibility 
for the following:
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    \4\ A copy of DTC's PPS disclaimer is attached as exhibit B to 
DTC's filing and is available at the Commission's Public Reference 
office or through DTC.
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    [sbull] Satisfying Offering Document delivery requirements under 
federal securities laws or under Municipal Securities Rulemaking Board 
rules;
    [sbull] Informing users of PRS of restrictions or limitations on 
securities or participation in an offering;
    [sbull] The form or content of any Offering Document posted on the 
PRS website;
    [sbull] The accuracy or DTC's verification of information submitted 
to DTC;
    [sbull] The responsibility to update any Offering Document posted 
on the website;
    [sbull] Posting a final Offering Document if it posts a preliminary 
Document;
    [sbull] Posting any supplements to a final Offering Document;
    [sbull] Keeping an Offering Document posted for any amount of time.
    DTC believes that the proposed rule filing is consistent with 
section 17A of the Act because it provides a service that will benefit 
DTC participants as well as the industry as a whole. PRS will reduce 
operating costs to underwriters, make Offering Documents readily 
available to syndicate members, and expand DTC's underwriting services 
to participants.

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

    DTC does not believe that the proposed rule change will have an 
impact on or impose a burden on competition.

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

    Written comments relating to the proposed rule change have not been 
solicited or received. DTC will notify the Commission of any written 
comments it receives.

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.

[[Page 72254]]

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 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 the DTC. All 
submissions should refer to File No. SR-DTC-2002-13 and should be 
submitted by December 21, 2002.

    For the Commission by the Division of Market Regulation, 
pursuant to delegated authority.\5\
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    \5\ 17 CFR 200.30-3(a)(12).
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Margaret H. McFarland,
Deputy Secretary.
[FR Doc. 02-30675 Filed 12-2-02; 8:45 am]
BILLING CODE 8010-01-P