[Federal Register Volume 68, Number 205 (Thursday, October 23, 2003)]
[Notices]
[Pages 60755-60757]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 03-26744]


-----------------------------------------------------------------------

SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-48656; File No. SR-NASD-2003-139]


Self-Regulatory Organizations; Notice of Filing and Immediate 
Effectiveness of Proposed Rule Change and Amendment No. 1 Thereto by 
the National Association of Securities Dealers, Inc. Relating to 
Technical Amendments to Rule 2710

October 17, 2003.
    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 September 12, 2003, the National Association of Securities Dealers, 
Inc. (``NASD'') submitted to the Securities and Exchange Commission 
(``Commission'') the proposed rule change as described in Items I, II 
and III below, which Items have been prepared by NASD. On October 16, 
2003, NASD

[[Page 60756]]

filed Amendment No. 1 to the proposed rule change.\3\ NASD has 
designated the proposed rule change as ``non-controversial'' under 
section 19(b)(3)(A) of the Act \4\ and Rule 19b-4(f)(6) thereunder,\5\ 
which renders the proposed rule change effective upon filing with the 
Commission. The Commission is publishing this notice to solicit 
comments on the proposed rule change, as amended, from interested 
persons.
---------------------------------------------------------------------------

    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 17 CFR 240.19b-4.
    \3\ See letter from Barbara Z. Sweeney, Senior Vice President 
and Corporate Secretary, NASD to Katherine A. England, Assistant 
Director, Division of Market Regulation, Commission, dated October 
15, 2003 (``Amendment No. 1''). In Amendment No. 1, NASD amended the 
proposed rule change to correct the proposed rule text and to revise 
the discussion of the purpose of the proposed rule change.
    \4\ 15 U.S.C. 78s(b)(3)(A).
    \5\ 17 CFR 240.19b-4(f)(6).
---------------------------------------------------------------------------

I. Self-Regulatory Organization's Statement of the Terms of Substance 
of the Proposed Rule Change

    NASD is proposing to amend NASD Rule 2710 to delete certain 
unnecessary rule language that was mistakenly proposed in amendments to 
Rule 2710 for which the Commission recently published notice of 
immediate effectiveness. The text of the proposed rule change, as 
amended, is set forth below. Proposed deletions are in [brackets].
* * * * *

2710. Corporate Financing Rule--Underwriting Terms and Arrangements

    (a) No Change.
    (b) Filing Requirements
    (1) through (5) No Change.
    (6) Information Required to be Filed
    (A) Any person filing documents that are required to be filed under 
paragraph (b)(4) above shall provide the following information with 
respect to the offering through NASD's electronic filing system:
    (i) through (vi) No Change.
    (vii) any other information required to be filed under this Rule[by 
NASD's electronic filing system].
    (B) No Change.
    (7) through (11) No Change.
    (c) through (d) No Change.
* * * * *

II. Self-Regulatory Organization's Statement of the Purpose of, and 
Statutory Basis for, the Proposed Rule Change

    In its filing with the Commission, NASD included statements 
concerning the purpose of and basis for the proposed rule change, as 
amended, 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. NASD 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
    On July 30, 2003, the Commission published notice of the filing and 
immediate effectiveness of amendments by NASD to NASD Rules 2710 and 
6540, both of which address the submission of requests for Underwriting 
Activity Reports (``UARs'').\6\ This rule filing, however, 
inadvertently omitted the current language for NASD Rule 
2710(b)(6)(A)(vii) because the rule text had not been properly updated 
by NASD to reflect a rule change previously approved by the 
Commission.\7\ NASD represents that under the current rule language, 
the change to that provision proposed in File No. SR-NASD-2003-75 was 
unnecessary, and therefore, the purpose of the proposed rule change, as 
amended, is to delete the unnecessary rule language from NASD Rule 
2710(b)(6)(A)(vii) that was mistakenly proposed in File No. SR-NASD-
2003-75.
---------------------------------------------------------------------------

    \6\ See Securities Exchange Act Release No. 48215 (July 23, 
2003), 68 FR 44826 (July 30, 2003) (File No. SR-NASD-2003-75).
    \7\ See Securities Exchange Act Release No. 45709 (Apr. 9, 
2002), 67 FR 18282 (Apr. 15, 2002) (File No. SR-NASD-2001-46).
---------------------------------------------------------------------------

2. Statutory Basis
    NASD believes that the proposed rule change, as amended, is 
consistent with the provisions of section 15A(b)(6) of the Act,\8\ 
which requires, among other things, that NASD's rules be designed to 
prevent fraudulent and manipulative acts and practices, to promote just 
and equitable principles of trade, and, in general to protect investors 
and the public interest. NASD believes that deleting the language 
inserted into NASD Rule 2710(b)(6)(A)(vii) by File No. SR-NASD-2003-75 
is consistent with the protection of investors and the public interest.
---------------------------------------------------------------------------

    \8\ 15 U.S.C. 78o-3(b)(6).
---------------------------------------------------------------------------

B. Self-Regulatory Organization's Statement on Burden on Competition

    NASD believes that the proposed rule change, as amended, would not 
result in 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 were neither solicited nor received.

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

    Because the foregoing proposed rule change, as amended, does not:
    (i) significantly affect the protection of investors or the public 
interest;
    (ii) impose any significant burden on competition; and
    (iii) become operative for 30 days from the date on which it was 
filed, or such shorter time as the Commission may designate, it has 
become effective pursuant to section 19(b)(3)(A) of the Act \9\ and 
Rule 19b-4(f)(6) thereunder.\10\ At any time within 60 days of the 
filing of the 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.\11\
---------------------------------------------------------------------------

    \9\ 15 U.S.C. 78s(b)(3)(A).
    \10\ 17 CFR 240.19b-4(f)(6).
    \11\ For purposes of calculating the 60-day period within which 
the Commission may summarily abrogate the proposed rule change, as 
amended, under section 19(b)(3)(C) of the Act, the Commission 
considers the period to commence on October 16, 2003, the date NASD 
filed Amendment No. 1. See 15 U.S.C. 78s(b)(3)(C).
---------------------------------------------------------------------------

    NASD has requested that the Commission waive the 30-day operative 
delay. The Commission believes that waiving the 30-day operative delay 
is consistent with the protection of investors and the public interest. 
The proposed rule change, as amended, is technical in nature and 
acceleration of the operative date will allow NASD to make the 
technical correction to NASD Rule 2710 with immediate effect. For these 
reasons, the Commission designates the proposal to be effective and 
operative upon filing with the Commission.\12\
---------------------------------------------------------------------------

    \12\ For purposes only of accelerating the operative date of the 
proposed rule change, as amended, the Commission considered the 
proposed rule's impact on efficiency, competition, and capital 
formation. 15 U.S.C. 78c(f).
---------------------------------------------------------------------------

IV. Solicitation of Comments

    Interested persons are invited to submit written data, views, and 
arguments concerning the foregoing, including whether the proposed rule 
change, as amended, is consistent with the Act. Persons making written 
submissions should file six copies thereof with the Secretary, 
Securities

[[Page 60757]]

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 Room. Copies of such filing will also be 
available for inspection and copying at the principal office of the 
NASD. All submissions should refer to File No. SR-NASD-2003-139 and 
should be submitted by November 13, 2003.

    For the Commission, by the Division of Market Regulation, 
pursuant to delegated authority.\13\
---------------------------------------------------------------------------

    \13\ 17 CFR 200.30-3(a)(12).
---------------------------------------------------------------------------

Margaret H. McFarland,
Deputy Secretary.
[FR Doc. 03-26744 Filed 10-22-03; 8:45 am]
BILLING CODE 8010-01-P