[Federal Register Volume 68, Number 43 (Wednesday, March 5, 2003)]
[Notices]
[Pages 10558-10559]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 03-5160]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-47410; File No. SR-DTC-2002-13]


Self-Regulatory Organizations; The Depository Trust Company; 
Order Granting Approval of a Proposed Rule Change To Establish the 
Prospectus Repository System

February 26, 2003.

I. Introduction

    On September 11, 2002, The Depository Trust Company filed with the 
Securities and Exchange Commission (``Commission'') a proposed rule 
change File No. SR-DTC-2002-13 pursuant to Section 19(b)(1) of the 
Securities Exchange Act of 1934 (``Act'').\1\ Notice of the proposal 
was published in the Federal Register on

[[Page 10559]]

December 4, 2002.\2\ No comment letters were received. For the reasons 
discussed below, the Commission is granting approval of the proposed 
rule change.
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    \1\ 15 U.S.C. 78s(b)(1).
    \2\ Securities Exchange Act Release No. 46915, (November 26, 
2002), 67 FR 72253 (December 4, 2002).
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II. Description

    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 Web 
site.\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 through the website.
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    As a new service related to DTC's underwriting services, PRS will 
function as a multipurpose library where users can view, download, and 
print preliminary and final Offering Documents for DTC-eligible 
securities for which the underwriters have provided DTC with Offering 
Documents. PRS will include Offering Documents for both corporate and 
municipal securities. Access to the Offering Documents posted on the 
website will be controlled by password protection. 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; retrieval by ticker symbol CUSIP, or issuer; and 
downloadable or printable files.
    All users accessing Offering Documents in PRS will be required to 
affirm that they have read DTC's disclaimer prior to retrieving any 
Offering Documents.\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. The 
disclaimer also states that by virtue of offering the PRS service, DTC 
is not participating in any offering as an underwriter, dealer, 
investment advisor, or otherwise and is not providing any form of 
investment advice or recommendation as to any security, issuer, or 
offering. In addition, the disclaimer also states that DTC disclaims 
responsibility for the following:
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    \4\ A copy of DTC's PPS disclaimer is attached 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 
Offering Document;
    [sbull] Posting any supplements to a final Offering Document;
    [sbull] Keeping an Offering Document posted for any amount of time.

III. Discussion

    Section 17A(b)(3)(F) requires that the rules of a clearing agency 
be designed to promote the prompt and accurate clearance and settlement 
of securities transactions and to remove impediments to and perfect the 
mechanism of a national system for the prompt and accurate clearance 
and settlement of securities transactions.\5\ The rule change permits 
DTC to offer PRS which should enable users to more efficiently obtain 
and use information about new offerings of securities which are 
eligible for deposit at DTC. In so doing, PRS should assist 
participants, as well other PRS users involved in the processing of 
securities transactions, to process new offerings of securities with 
more efficiency, less cost, and less errors. Accordingly, the 
Commission finds that the rule change is consistent with DTC's 
obligations under Section 17A of the Act.
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    \5\ 15 U.S.C. 78q-1(b)(3)(F).
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IV. Conclusion

    On the basis of the foregoing, the Commission finds that the 
proposed rule change is consistent with the requirements of the Act and 
in particular with the requirements of Section 17A(b)(3)(F) of the Act 
and the rules and regulations thereunder.
    It is therefore ordered, pursuant to Section 19(b)(2) of the Act, 
that the proposed rule change (File No. SR-DTC-2002-13) be and hereby 
is approved.

    For the Commission by the Division of Market Regulation, 
pursuant to delegated authority.\6\
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    \6\ 17 CFR 200.30-3(a)(12).
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Margaret H. McFarland,
Deputy Secretary.
[FR Doc. 03-5160 Filed 3-4-03; 8:45 am]
BILLING CODE 8010-01-P