[Federal Register Volume 69, Number 223 (Friday, November 19, 2004)]
[Notices]
[Pages 67770-67772]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: E4-3256]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-50662; File No. SR-PCX-2004-102]


Self-Regulatory Organizations; Notice of Filing and Immediate 
Effectiveness of Proposed Rule Change by the Pacific Exchange, Inc. 
Relating to Notification Requirements for Offerings of Securities 
Pursuant to Regulation M

November 15, 2004.
    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 October

[[Page 67771]]

29, 2004, the Pacific Exchange, Inc. (``PCX'' or ``Exchange'') filed 
with the Securities and Exchange Commission (``Commission'' or ``SEC'') 
the proposed rule change as described in Items I, II and III below, 
which Items have been prepared by the self-regulatory organization. The 
Exchange has filed the proposal as a ``non-controversial'' rule change 
pursuant to Section 19(b)(3)(A) of the Act,\3\ and Rule 19b-4(f)(6) 
thereunder,\4\ which renders the proposal effective upon filing with 
the Commission. The Commission is publishing this notice to solicit 
comments on the proposed rule change from interested persons.
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    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 17 CFR 240.19b-4.
    \3\ 15 U.S.C. 78s(b)(3)(A).
    \4\ 17 CFR 240.19b-4(f)(6).
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I. Self-Regulatory Organization's Statement of the Terms of Substance 
of the Proposed Rule Change

    The Exchange, through its wholly owned subsidiary, PCX Equities, 
Inc. (``PCXE''), proposes to amend its rules governing the Archipelago 
Exchange (``ArcaEx''), the equities trading facility of PCXE. With this 
filing, PCX is proposing a new rule PCXE Rule 5.2(b)(1), which would 
require an Equity Trading Permit Holder (``ETP Holder'') that 
participates in any offering of securities listed on the Exchange to 
submit certain information to PCXE regarding the offering. Proposed 
additions are italicized.

Rule 5.2(b)(1) Notification Requirements for Offering of Securities

    (A) An ETP Holder which acts as the lead underwriter of any 
offering in a security, shall notify the Exchange of such offering in 
such form and within such time frame as may be prescribed by the 
Exchange and shall provide the following information:
    (1) Name of security
    (2) Symbol
    (3) Type of security
    (4) Number of shares offered
    (5) Offering price
    (6) Date of pricing
    (7) Time of pricing
    (8) Pricing basis
    (9) Beginning and ending dates of the restricted period under 
Regulation M (if applicable)
    (10) Syndicate ETP Holders
    (11) Firm submitting notification
    (12) Name of individual submitting notification
    (13) Telephone number of individual submitting notification
    (14) Such other information required by the Exchange from time to 
time
    (B) Any ETP Holder effecting a syndicate covering transaction or 
imposing a penalty bid or placing or transmitting a stabilizing bid in 
a security shall provide prior notice of such to the Exchange in such 
format and within such time frame as the Exchange may from time to time 
require.

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

    In its filing with the Commission, the self-regulatory organization 
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 self-regulatory organization 
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
    The purpose of this proposed rule is to require that ETP Holders 
provide the Exchange information necessary to support appropriate 
surveillance over restricted trading activity on ArcaEx in accordance 
with Regulation M.\5\ Regulation M is intended to preclude manipulative 
conduct by persons with an interest in the outcome of an offering by 
proscribing certain activities of underwriters, issuers, selling 
security holders, and others in connection with offerings of 
securities. Pursuant to proposed PCXE Rule 5.2(b)(1), the required 
information shall be submitted to the Exchange in such form and within 
such time frame as prescribed by the Exchange.
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    \5\ 17 CFR 242.100.
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    Each ETP Holder that participates in an offering of securities 
listed on the Exchange shall notify the Exchange of such offering and 
shall provide the Exchange with the following information:
    a. Name of Security
    b. Symbol
    c. Type of Security
    d. Number of Shares Offered
    e. Offering Price
    f. Date of Pricing
    g. Time of Pricing
    h. Pricing Basis
    i. Beginning and Ending dates of the restricted period under 
Regulation M (if applicable)
    j. Syndicate ETP Holders
    k. Firm submitting notification
    l. Name of individual submitting notification
    m. Telephone number of individual submitting notification
    n. Such other information required by the Exchange from time to 
time
    In addition, any ETP Holder effecting a syndicate covering 
transaction or imposing a penalty bid or placing or transmitting a 
stabilizing bid in a security shall provide prior notice of such to the 
Exchange in such format and within such time frame as the Exchange may 
from time to time require.
    The submission of this information to the Exchange will allow the 
Exchange to monitor trading in the security in question or any 
reference security traded on the Exchange for possible price 
manipulation.
(2) Statutory Basis
    The Exchange believes that the proposed rule change is consistent 
with Section 6(b) \6\ of the Act, in general, and furthers the 
objectives of Section 6(b)(5),\7\ in particular, because it is designed 
to promote just and equitable principals of trade, to foster 
cooperation and coordination with persons engaged in facilitating 
transactions in securities, and to remove impediments and perfect the 
mechanisms of a free and open market and to protect investors and the 
public interest.
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    \6\ 15 U.S.C. 78f(b).
    \7\ 15 U.S.C. 78f(b)(5).
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B. Self-Regulatory Organization's Statement on Burden on Competition

    The Exchange does not believe that the proposed rule change will 
impose 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 on the proposed rule change were neither solicited 
nor received.

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

    The Exchange has designated the proposed rule change as one that: 
(i) Does not significantly affect the protection of investors or the 
public interest; (ii) does not impose any significant burden on 
competition; and (iii) does not become operative for 30 days from the 
date on which it was filed, or such shorter time as the

[[Page 67772]]

Commission may designate if consistent with the protection of investors 
and the public interest pursuant to Section 19(b)(3)(A) \8\ of the Act 
and Rule 19b-4(f)(6) thereunder. \9\ At any time within 60 days of this 
filing, the Commission may summarily abrogate this proposal 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. The PCX provided the 
Commission with written notice of its intent to file this proposed rule 
change at least five business days prior to the date of filing the 
proposed rule change.
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    \8\ 15 U.S.C. 78s(b)(3)(A).
    \9\ 17 CFR 240.19b-4(f)(6).
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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. Comments may be submitted by any of 
the following methods:

Electronic Comments

     Use the Commission's Internet comment form (http://www.sec.gov/rules/sro.shtml); or
     Send an e-mail to [email protected]. Please include 
File Number SR-PCX-2004-102 on the subject line.

Paper Comments

     Send paper comments in triplicate to Jonathan G. Katz, 
Secretary, Securities and Exchange Commission, 450 Fifth Street, NW., 
Washington, DC 20549-0609.
    All submissions should refer to File Number SR-PCX-2004-102. This 
file number should be included on the subject line if e-mail is used. 
To help the Commission process and review your comments more 
efficiently, please use only one method. The Commission will post all 
comments on the Commission's Internet Web site (http://www.sec.gov/rules/sro.shtml). 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 
PCX. All comments received will be posted without change; the 
Commission does not edit personal identifying information from 
submissions. You should submit only information that you wish to make 
available publicly. All submissions should refer to File Number SR-PCX-
2004-102 and should be submitted on or before December 10, 2004.

    For the Commission, by the Division of Market Regulation, 
pursuant to delegated authority.\10\
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    \10\ 17 CFR 200.30-3(a)(12).
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Margaret H. McFarland,
Deputy Secretary.
 [FR Doc. E4-3256 Filed 11-18-04; 8:45 am]
BILLING CODE 8010-01-P