[Federal Register Volume 61, Number 63 (Monday, April 1, 1996)]
[Notices]
[Pages 14359-14360]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 96-7844]
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SECURITIES AND EXCHANGE COMMISSION
[Release No. 34-37025; File No. SR-BSE-96-02]
Self-Regulatory Organizations; Notice of Filing and Order
Granting Accelerated Approval of Proposed Rule Change by the Boston
Stock Exchange, Incorporated Relating to Distribution of Interim
Reports to Both Registered and Beneficial Shareholders
March 26, 1996.
Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934
(``Act''), 15 U.S.C. Sec. 78s(b)(1), notice is hereby given that on
March 18, 1996, the Boston Stock Exchange, Incorporated (``BSE'' 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 self-regulatory
organization. The Commission is publishing this notice to solicit
comments on the proposed rule change from interested persons.
I. Self-Regulatory Organization's Statement of the Terms of Substance
of the Proposed Rule Change
The Exchange seeks to amend its rules to provide that corporations
that distribute interim financial reports to shareholders should
distribute such reports to both registered and beneficial shareholders.
The text of the proposed rule change is available at the Exchange and
the Commission.
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 III 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 the proposed rule change is to ensure equal
treatment of record and beneficial shareholders in the distribution of
interim financial reports. It is based on the findings and
recommendations of the Securities Industry Association.
2. Statutory Basis
The basis under the Act for the proposed rule change is the
requirement under Section 6(b)(5) that an Exchange have rules that are
designed to promote just and equitable principles of trade, to remove
impediments to, and perfect the mechanism of a free and open market
and, in general, to protect investors and the public interest.
B. Self-Regulatory Organization's Statement on Burden on Competition
The proposed rule change will impose no burden on competition.
[[Page 14360]]
C. Self-Regulatory Organization's Statement on Comments on the Proposed
Rule Change Received From Members, Participants or Others
No written comments were solicited or received with respect to the
proposed rule change.
III. Solicitation of Comments
Interested persons are invited to submit written data, views, and
arguments concerning the foregoing. 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. Sec. 552, will be available for inspection and copying at
the Commission's Public Reference Section, 450 Fifth Street, NW.,
Washington, DC 20549. Copies of such filing will also be available for
inspection and copying at the principal office of the Exchange. All
submissions should refer to File No. SR-BSE-96-02 and should be
submitted by [insert date 21 days from date of publication].
IV. Commission's Findings and Order Granting Accelerated Approval of
Proposed Rule Change
The Commission finds that the proposed rule change is consistent
with the requirements of the Act and the rules and regulations
thereunder applicable to a national securities exchange, and, in
particular, with the requirements of Section 6(b).\1\ The Commission
believes the proposal is consistent with the Section 6(b)(5)
requirements that the rules of an exchange be designed to promote just
and equitable principles of trade, to foster cooperation and
coordination with persons engaged in regulating, clearing, settling,
processing information with respect to, and facilitating transactions
in securities, to remove impediments to and perfect the mechanism of a
free and open market and national market system, and, in general, to
protect investors and the public.
\1\ 15 U.S.C. Sec. 78(b).
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Although the Commission does not require public companies to
distribute interim reports to shareholders,\2\ the Commission believes
that it is appropriate for the Exchange to encourage its listed
companies to provide equal treatment of record and beneficial
shareholders in the distribution of reports. Moreover, the BSE's rule
change reflects the results of the compromise reached by various
industry groups with regard to distribution of interim reports. The
Commission believes the BSE's adoption of this industry policy should
help create uniformity in the practices of BSE-listed companies with
respect to their distribution of interim financial reports.
\2\ The interim reports that are the subject of the BSE's rule
change are not the quarterly financial reports required to be filed
with the Commission on Form 10-Q pursuant to the Commission's
authority under Sections 13(a) and 15(d) of the Securities Exchange
Act of 1934. See 15 U.S.C. Secs. 78m(a) and 78o(d) (1988). The
reports are voluntarily prepared and published by companies as part
of their shareholder relations activities.
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The Commission finds good cause for approving the proposed rule
change prior to the thirtieth day after the date of publication of
notice of filing thereof in the Federal Register. The Commission
believes that accelerated approval is appropriate given the prior
approval of similar proposals by the NYSE, Amex, and the PSE \3\ and
because the accelerated approval will allow the Exchange to encourage
equal distribution of interim reports to record and beneficial
shareholders as soon as practicable.
\3\ See Securities Exchange Act Release Nos. 35373 (Feb. 14,
1995), 60 FR 9709 (Feb. 21, 1995); 36541 (Nov. 30, 1995), 60 FR
62921 (Dec. 7, 1995); 36916 (Mar. 4, 1996), 61 FR 9515 (Mar. 8,
1996).
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Based on the above, the Commission finds that there is good cause,
consistent with Section 6(b)(5) of the Act, to accelerate approval of
the amended proposed rule change.
It is therefore ordered, pursuant to Section 19(b)(2) of the
Act,\4\ that the proposed rule change (SR-BSE-96-02) is approved.
\4\ 15 U.S.C. Sec. 78s(b)(2).
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For the Commission, by the Division of Market Regulation,
pursuant to delegated authority.\5\
\5\ 17 CFR 200.30-3(a)(12).
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Jonathan G. Katz,
Secretary.
[FR Doc. 96-7844 Filed 3-29-96; 8:45 am]
BILLING CODE 8010-01-M
