[Federal Register Volume 64, Number 4 (Thursday, January 7, 1999)]
[Notices]
[Pages 1043-1044]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 99-304]
[[Page 1043]]
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SECURITIES AND EXCHANGE COMMISSION
[Release No. 34-40857; File No. SR-CHX-98-28]
Self-Regulatory Organizations; Notice of Filing and Immediate
Effectiveness of Proposed Rule Change by the Chicago Stock Exchange,
Incorporated Relating to the Filing of Certain Material by Listed
Companies in the EDGAR System
December 29, 1998.
Pursuant to section 19(b)(1) of the Securities Exchange Act of 1934
(``Act''),\1\ notice is hereby given that on November 25, 1998, the
Chicago Stock Exchange, Incorporated (``CHX'' or ``Exchange'') 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 by the CHX. 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).
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I. Self-Regulatory Organization's Statement of the Terms of
Substance of the Proposed Rule Change
The Exchange proposes to add Interpretation and Policy .01 to
Exchange Rule 19 of Article XXVIII and Interpretation and Policy .04 to
Exchange Rule 21 of Article XXVIII to permit listed companies to comply
with their obligation to file certain reports and other materials with
the Exchange by filing such material with the Commission through the
Electronic Data Gathering, Analysis, and Retrieval (``EDGAR'') System.
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 CHX 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 CHX 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 the proposed rule change is to streamline filing
requirements for listed companies by permitting them to satisfy the
requirement of filing certain CHX and Commission documents with the
Exchange by filing such documents with the Commission in electronic
format.
The Exchange's rules require listed companies to file with the
Exchange copies of annual and certain interim reports, as well as
certain other filings required by the Commission, such as registration
statements and prospectuses, depending on whether the company is listed
pursuant to Tier I or Tier II of the Exchange's listing rules. The
Commission also requires listed companies to file copies of reports and
registration statements required by the Commission with any national
securities exchange on which their securities are listed. Listed
companies currently file these materials with the Exchange in paper
format, even if they file electronically with the Commission. Under the
Commission's regulations, domestic registrants generally are required
to file all material with the Commission through EDGAR.\2\
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\2\ 17 CFR 232.100.
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The proposed rule change provides that, with one exception, the
EDGAR filing will satisfy the Exchange filing requirement.\3\ The
Exchange will have immediate and complete access to all filings through
a contractual relationship with a commercial vendor which provides
real-time access to the EDGAR system.\4\ The relevant Exchange staff
also has access to much of this information through the Commission's
EDGAR site on the World Wide Web.
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\3\ Simultaneous with this filing, the Exchange submitted a
request for a no-action letter (the ``No-Action Letter''), on its
own behalf, and behalf of its listed companies, seeking Commission
staff concurrence in the view that a company's filing of a report or
other material covered by this rule change through EDGAR will
satisfy the company's obligation under the Commission's rules to
file the material with the Exchange, and that the Exchange's receipt
and retention of such document through EDGAR will satisfy the
Exchange's obligations under Rule 17a-1 under the Act. Although the
proposed rule change is effective upon filing, the Exchange will not
implement the rule change until the Commission staff concurs with
the relief requested in the No-Action Letter.
\4\ The Exchange represents that it has obtained real-time
access to all filings made by Exchange-listed companies through a
``Level 1'' subscription with a commercial vendor. Telephone
conversation between Patricia Levy, General Counsel, CHX, Karl
Varner, Special Counsel, Division of Market Regulation, Commission
and Sonia Patton, Attorney, Division of Market Regulation,
Commission, on December 14, 1998.
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The Exchange will continue to require hard copy filings for
material necessary to support a listing application. The Exchange
currently accepts listing applications only in hard copy format. The
Exchange will continue to require the exhibits and attachments to
listing applications, including registration material filed with the
Commission, to be filed in hard copy form. The proposed rule change
does not affect companies, if any such companies exist, that do not use
EDGAR and instead continue to file paper reports with the Commission.
2. Statutory Basis
The proposed rule change is consistent with section 6(b)(5) of the
Act \5\ in that it is designed to promote just and equitable principles
of trade, to foster cooperation and coordination with persons
regulating securities transactions, to remove impediments to and
perfect the mechanism of a free and open market and a national market
system and, in general, to protect investors and the public interest.
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\5\ 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.
C. Self-Regulatory Organization's Statement on Comments on the Proposed
Rule Change Received From Members, Participants, or Others
The Exchange has neither solicited nor received written comments on
the proposed rule change.
III. Date of Effectiveness of the Proposed Rule Change and Timing
for Commission Action
The foregoing rule change constitutes a stated policy, practice, or
interpretation with respect to the meaning, administration, or
enforcement of an existing rule of the Exchange and, therefore, has
become effective pursuant to Section 19(b)(3)(A)(i) of the Act,\6\ and
subparagraph (e) of Rule 19b-4 thereunder.\7\ The Exchange will not
implement the proposed rule change until the Commission staff concurs
with the relief requested in the No-Action Letter, i.e., that a
company's filing of a report or other material covered by this rule
change through EDGAR will satisfy the company's obligation under the
[[Page 1044]]
Commission's rules to file the material with the Exchange and that
retention of such information in the EDGAR system will satisfy the
Exchange's record retention requirements under Rule 17a-1 under the
Act. At any time within 60 days of the filing of such 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.\8\
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\6\ 15 U.S.C. 78s(b)(3)(A)(i).
\7\ 17 CFR 240.19b-4
\8\ In reviewing this proposal, the Commission has considered
its impact on efficiency, competition, and capital formation. 15
U.S.C. 78c(f).
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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. Persons making written submissions
should file six copies thereof with the Secretary, Securities and
Exchange Commission, 450 Fifth Street, NW, Washington, DC 20549. 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. 522, will be available for inspection and copying at the
Commission's Public Reference Room in Washington, DC. Copies of such
filing will also be available for inspection and copying at the
principal office of the above-mentioned self-regulatory organization.
All submissions should refer to File No. SR-CHX-98-28 and should be
submitted by January 28, 1999.
For the Commission, by the Division of Market Regulation,
pursuant to delegated authority.\9\
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\9\ 17 CFR 200.30-3(a)(12).
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Margaret H. McFarland,
Deputy Secretary.
[FR Doc. 99-304 Filed 1-6-99; 8:45 am]
BILLING CODE 8010-01-M
