[Federal Register Volume 61, Number 139 (Thursday, July 18, 1996)]
[Rules and Regulations]
[Pages 37357-37381]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 96-18259]
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SECURITIES AND EXCHANGE COMMISSION
17 CFR Part 249
[Release No. 34-37431; File No. S7-2-95]
RIN 3235-AG25
Form BD Amendments
AGENCY: Securities and Exchange Commission.
ACTION: Final rule.
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SUMMARY: The Securities and Exchange Commission is adopting amendments
to Form BD, the uniform broker-dealer registration form under the
Securities Exchange Act of 1934. The primary purpose of the amendments
is to implement recommended changes to the Central Registration
Depository system, a computer system operated by the National
Association of Securities Dealers, Inc. that maintains registration
information regarding broker-dealers and their registered personnel.
Specifically, the amendments are intended to facilitate retrieval of
broker-dealer registration and disciplinary information through the
redesigned Central Registration Depository by eliciting more precise
disclosure and by reorganizing disciplinary items into related
categories. The changes to the disclosure section of Form BD are
consistent with changes made by the North American Securities
Administrators Association, Inc. to the analogous section in Form U-4,
the uniform form for registration of associated persons of a broker-
dealer. The Commission also is adopting clarifying amendments to Form
BD, including instructions for filing Form BD electronically with the
Central Registration Depository.
DATES: Effective Date: August 19, 1996. Compliance Date: (i) July 29,
1996 for filings made on or after that date by broker-dealer
participants in the redesigned Central Registration Depository pilot;
(ii) September 9, 1996 for filings made on or after that date by new
broker-dealer applicants; and (iii) no later than six months following
receipt of notification of conversion to the redesigned Central
Registration Depository system for filings made on or after that date
by broker-dealers already registered as of September 9, 1996.
FOR FURTHER INFORMATION CONTACT: Glenn J. Jessee, Special Counsel,
(202) 942-0073, Office of Chief Counsel, Division of Market Regulation,
Securities and Exchange Commission, 450 Fifth Street, N.W., Mail Stop
5-10, Washington, D.C. 20549.
SUPPLEMENTARY INFORMATION:
I. Introduction
The Securities and Exchange Commission (``Commission'') is adopting
amendments to Form BD, the uniform application form for broker-dealer
registration under the Securities Exchange Act of 1934 (``Exchange
Act'').1 The amendments are expected to provide the Commission,
self-regulatory organizations (``SROs''), and state securities
regulators with better information about a registrant's disciplinary
history by grouping disciplinary information into related categories
and by customizing the corresponding Disclosure Reporting Pages
(``DRPs'') used to disclose details of the registrant's disciplinary
history. The amendments also are intended to elicit more precise
information about the business activities of broker-dealer applicants.
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\1\ 17 CFR 240.15b1-1; 17 CFR 249.501.
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These amendments respond to certain recommended changes to the
Central Registration Depository (``CRD''), a computer system operated
by the National Association of Securities Dealers, Inc. (``NASD'') that
maintains registration information regarding broker-dealers and their
registered personnel.2
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\2\ In 1992, the Commission, as part of its ongoing effort to
reduce the costs associated with broker-dealer registration, joined
the CRD system and adopted amendments to the broker-dealer
registration process. Those amendments required, among other things,
that all broker-dealers file Form BD with the Commission through the
CRD. Securities Exchange Act Release No. 31660 (Dec. 28, 1992), 58
FR 11.
Direct participation in the CRD system has improved the
efficiency of the registration process by creating a comprehensive,
centralized database of all registrants, and by giving the
Commission more immediate access to current data in broker-dealer
filings. In addition, the new system has resulted in cost savings to
registrants, who no longer are required to make multiple filings
with the Commission, certain SROs, and state regulators.
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The redesigned system, which is expected to be operational
beginning September 9, 1996, is expected to enhance its use by the
Commission, SROs, and state securities regulators by providing for (i)
streamlined capture and display of data; (ii) better access to
information through the use of standardized and specialized computer
searches; and (iii) electronic filing of uniform forms, including Forms
BD, BDW, U-4, and U-5.3 Planned
[[Page 37358]]
improvements to the operation of the CRD system led to discussions
among the Commission's staff, the Forms Revision and CRD Committee
(``Forms Revision Committee'') of the North American Securities
Administrators Association, Inc. (``NASAA''), the NASD, the New York
Stock Exchange, Inc., and representatives of the securities industry,
which culminated in the proposed amendments to Form BD. In its release
proposing amendments to Form BD (``Proposing Release''),4 the
Commission requested comment on specific changes to Form BD and whether
such changes would provide more meaningful information to the
Commission and other securities regulators without increasing the
regulatory burden on broker-dealers. In response to the request for
comment, the Commission received two comment letters expressing general
support for the proposed amendments.5 While the comments generally
supported the proposed revisions, they also suggested additional
changes. After review of the comments and discussions with the NASAA
Forms Revision and CRD Committee, the Commission is adopting the
amendments to Form BD as proposed with minor modifications, as
discussed below.
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\3\ In a separate release, the Commission is proposing
amendments to Form BDW, the uniform request for broker-dealer
withdrawal under the Exchange Act. See Securities Exchange Act
Release No. 37432. The proposed amendments to Form BDW are analogous
to certain amendments to Form BD being adopted today, as well as
amendments to Forms U-4 and U-5 that were adopted by the North
American Securities Administrators Association, Inc. at its 1994
Spring Conference and that are the subject of a proposed rule change
by the NASD. See Notice of Filing of Proposed Rule Change by
National Association of Securities Dealers, Inc. Relating to
Proposed Amendments to Forms U-4 and U-5, Securities Exchange Act
Release No. 37289 (Jun. 7, 1996), 61 FR 30272 (File No. SR-NASD-96-
19).
\4\ Securities Exchange Act Release No. 35224 (January 12,
1995), 60 FR 4040.
\5\ See Letters from Michael S. Caccese, Sr. Vice President,
General Counsel, Association for Investment Management and Research
and Joseph P. Karpinski, Chair, State Investment Adviser Advocacy
Committee (March 1, 1995); and Jacqueline H. Hallihan, President,
National Regulatory Services, Inc. (February 15, 1995), to Jonathan
G. Katz, Secretary, SEC.
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II. Description of the Amendments
The principal changes to Form BD concern amendments to current Item
7, which requests information about the disciplinary history of the
applicant and its control affiliates, including information relating to
statutory disqualifications,6 other relevant history, and the
applicant's financial soundness. In the Proposing Release, the
Commission proposed renumbering Item 7 as Item 11 and grouping related
information under four broad disclosure categories to allow for the
reporting of more precise and accurate information from applicants and
to facilitate enhanced retrieval of such information from the
CRD.7 The Commission also proposed amending three questions under
new Item 11 relating to disclosure of criminal, regulatory, and
financial information of the applicant broker-dealer and its control
affiliate.8 In addition, the Commission proposed replacing the
single generic DRP with four customized DRPs to reflect more accurately
the different categories of disclosures that would be required to be
reported under new Item 11.9
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\6\ Sections 15(b)(4) and 15(b)(6) of the Exchange Act authorize
the Commission to deny registration to a broker-dealer if the
broker-dealer or an associated person of the broker-dealer has
engaged in the activities listed in those sections. 15 U.S.C.
Secs. 78o(b)(4) and (b)(6). See also Section 3(a)(39) of the
Exchange Act.
\7\ The four disclosure categories proposed by the Commission
are Criminal, Regulatory, Civil Judicial, and Financial.
\8\ Under new Item 11, military court convictions would be added
to Items 11A and B. Similarly, perjury and conspiracy to commit
certain misdemeanor offenses would be added to Item 11B. Item 11H(1)
would inquire about settlement agreements in investment-related
civil actions brought against the applicant or its control
affiliates by a state or foreign financial regulatory authority. In
addition, Item 11I(1) would limit disclosure of bankruptcy
proceedings to those that have occurred during the preceding ten
years.
\9\ See supra note 7.
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Commenters supported the proposed amendments to Item 11 and the
corresponding DRPs, but suggested further amendments.10 The
Association for Investment Management and Research (``AIMR''), for
example, suggested that disciplinary actions taken by professional
organizations, such as the American Bar Association, the American
Institute of Certified Public Accountants, and the AIMR, also should be
included in the ``Regulatory Action Disclosure'' section of Item 11. In
AIMR's view, public sanctions taken by professional associations
against their members can be an important source of information about
the integrity and competence of registered broker-dealers and their
personnel.
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\10\ National Regulatory Services, Inc. (``NRS'') noted in its
comment letter that instructions that direct applicants to use the
reverse side of a DRP or a duplicate of a Schedule for providing
additional comments do not appear appropriate for electronic filing
of Form BD. While the Commission agrees that these instructions, in
fact, are not appropriate for electronic filing, it is anticipated
that new broker-dealer applicants will file revised Form BD in paper
form with the CRD. These instructions, therefore, would be
appropriate for those limited circumstances in which Form BD is
filed in paper form. See discussion infra at Section IV.
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The Commission uses Item 11 to elicit information about regulatory
actions that may constitute a statutory disqualification.11 In
this regard, Item 11 questions are narrowly tailored to elicit relevant
information that would have a direct bearing on an applicant's request
for broker-dealer registration with the Commission, the SROs, and state
securities regulators. To serve the needs of state securities
regulators, Item 11, which already requires applicants and their
control affiliates to disclose whether the person's license as an
attorney or accountant has ever been revoked or suspended, also has
been expanded to include disclosure regarding the revocation or
suspension of a federal contractor license. Based on discussions with
the Forms Revision Committee, however, the Commission has determined
that further information about public disciplinary sanctions is not
necessary. Accordingly, the Commission has determined to adopt the
revisions to Item 11 as originally proposed.
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\11\ See supra note 6.
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Other amendments to Form BD proposed by the Commission include new
Item 10B, which would elicit information concerning all financial
institutions or organizations, including bank holding companies, that
control the applicant.12 The Commission also proposed certain
clarifying amendments to Item 8 regarding arrangements under which
another party maintains the applicant's books and records, or its
accounts or the accounts of its customers.13 In addition, the
Commission proposed adding to the filing instructions of Form BD an
``Explanation of Terms,'' containing definitions of the following
words: charged, order, felony, misdemeanor, found, minor rule
violation, and enjoined,14 together with certain clarifying
amendments to Form BD. These amendments, which are discussed in detail
in the Proposing Release, are being adopted by the Commission as
proposed.
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\12\ Specifically, new Item 10B would require the applicant to
disclose whether it is controlled, directly or indirectly, by a bank
holding company, national bank, state member bank of the Federal
Reserve System, state non-member bank, savings bank or association,
credit union, or foreign bank.
\13\ Items 8A (1) and (2) would be redesignated as Items 8A, 8B,
and 8C. As amended, Item 8A would continue to inquire about
arrangements to maintain books and records. Redesignated Items 8B
and 8C would require disclosure of any arrangements to maintain the
accounts, funds, or securities of the applicant, and the accounts,
funds, or securities of customers of the applicant, respectively.
\14\ See Proposing Release, at 60 FR 4042.
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The Commission also is adopting, with minor changes, proposed
amendments to Schedules A, B, and C to Form BD, which require
applicants to disclose the identity of their executive officers,
directors, partners, and direct and indirect owners; Schedule D, which
provides for disclosure of supplemental information relating to various
Form BD items; and Schedule E, which provides
[[Page 37359]]
for registration of branch offices or other business locations of the
applicant.15
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\15\ One commenter, NRS, addressed the proposed amendments to
the Schedules to Form BD. While NRS supported the proposed
amendments, it also suggested that the Commission provide additional
clarifying instructions to Item 6 of Schedule B (ownership codes
applicable to indirect owners) and Item 11 of Schedule E (branch
office or other business locations). In response to NRS's comments,
the Commission is adding clarifying instructions to these items. For
example, Item 12 of Schedule E, previously proposed as Item 11, now
will include an instruction for broker-dealer applicants to check
the appropriate box(es) if the branch or other business location is
(i) registering with the NASD or (ii) registering or reporting with
a state.
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In the Proposing Release, the Commission proposed to add to Item 3A
Limited Liability Companies (``LLCs'') as a choice of legal form of
organization the applicant may select. The Commission is adopting that
proposal, together with corresponding instructions in Schedules A, B,
and C for disclosing direct and indirect owners of a broker-dealer
applicant that is a LLC.16 In order to elicit more accurate
information concerning foreign control affiliates of a broker-dealer
applicant, the Commission also is adopting proposed amendments
requiring an applicant to check a box on Schedules A and B to indicate
if its owner is a domestic entity, an entity incorporated or domiciled
in a foreign country, or an individual. In addition, the Commission is
adopting amendments to delete from Schedule I of Form X-17A-5, the
Focus report, questions requiring broker-dealers to disclose their
affiliations, if any, with U.S. banks. As discussed above, information
about such affiliations will now be disclosed under Item 10B of Form
BD.17
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\16\ Schedule A (direct owners) of Form BD will now include the
following instruction:
(d) in the case of an applicant that is a LLC, (i) those members
that have the right to receive upon dissolution, or have
contributed, 5% or more of the LLC's capital, and (ii) if managed by
elected managers, all elected managers.
Schedule B of Form BD will now include a similar instruction for
indirect owners.
\17\ See Proposing Release, at 40 FR 4042.
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III. Electronic Filing
In the Proposing Release, the Commission noted that implementation
of the redesigned CRD by the NASD ultimately is intended to enable
broker-dealers and their associated persons to file electronically
registration and licensing information with the CRD. Because the
redesigned CRD is intended to operate in an electronic environment,
paper filings eventually will no longer be submitted by broker-dealer
applicants in most instances, nor will data be manually entered into
the CRD system by the NASD.18 Rather, in most instances, broker-
dealers will file registration and licensing information with the NASD
electronically by direct link with the CRD system through a variety of
methods, including standard dial-up access.19 Electronic filings
submitted by or on behalf of broker-dealers will be transmitted to the
CRD either in batch transfers or in an on-line mode.20 After the
information has been transmitted electronically, the CRD system will
disseminate the registration requests or updated information to the
Commission, the SROs, and any states in which the broker-dealer is
registering or has registered. After an electronic filing is processed,
the CRD system will send the filer an electronic message or
identification number indicating whether the filing has been accepted.
The results of Commission, SRO, and state review of broker-dealer
filings also will be handled electronically and will be transmitted
directly to the broker-dealer applicant via the redesigned CRD system.
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\18\ Applicant broker-dealers seeking to register with the
Commission and the various states currently file a single Form BD
with the NASD, which manually enters the information into the CRD
system and then electronically forwards the information to the
Commission and the appropriate states for review.
\19\ The NASD has developed software that will support personal
computer entry of broker-dealer registration information. This
software may be obtained from the NASD pursuant to a subscription
agreement.
\20\ The redesigned CRD will provide for batch filings of
registration and licensing information. Under the redesigned CRD,
broker-dealers will be able to download data from their internal
data bases into programmed formats for the CRD to process. In this
regard, broker-dealers or persons acting on their behalf, such as
service bureaus, will be able to create several CRD filings off-line
and, when ready, transmit them collectively to the CRD. In
comparison, in an on-line mode, broker-dealers or persons acting on
their behalf, such as service bureaus, will enter information
directly into the redesigned CRD through a windows-based interactive
session.
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The Commission is adopting as part of the amendments to Form BD
instructions for filing Form BD electronically with the redesigned CRD
system. A letter from one of the commenters, National Regulatory
Services, Inc., addressed electronic filing. While this commenter
supported electronic filing, it also expressed concern about timely
access to, and the availability of, the interfacing specifications of
the new CRD system. The Commission expects the NASD to work with
service bureaus and other interested parties to ensure that the
redesigned CRD will be hospitable to service bureaus seeking to file
for their clients through electronic means.
IV. Effective and Compliance Dates
The filing of revised Form BD is intended to coincide with the
implementation of the redesigned CRD, which will be conducted by the
NASD in phases. With the voluntary participation of several NASD member
firms and one service bureau, the NASD began a two-month test of the
redesigned CRD on May 20, 1996. During this period, the NASD will test
the software that will enable broker-dealers to file Forms BD and BDW
(and other uniform forms) with the redesigned CRD system and carry out
other quality assurance testing. The NASD anticipates that on July 29,
1996, broker-dealers participating in the test will begin filing all of
their registration and licensing information electronically with the
redesigned CRD on a pilot basis.
On September 9, 1996, following completion of the pilot, the NASD
plans to implement Phase I of the transition to the redesigned CRD.
During Phase I, the NASD will convert broker-dealer registration
information contained in the old CRD system to the redesigned CRD. Also
during Phase I, it is anticipated that the NASD will enter manually
initial broker-dealer application information submitted on revised Form
BD into the redesigned CRD system. During Phase II of the
implementation process, the Commission, the SROs, and state securities
regulators will be provided direct access to broker-dealer registration
information contained in the redesigned CRD system. Prior to Phase II
implementation, the Commission, the SROs, and state securities
regulators will continue to gain access to broker-dealer registration
information, including information filed on revised Form BD, through
the old CRD system.
Broker-dealers participating in the redesigned CRD pilot will begin
to use revised Form BD on July 29, 1996. The amendments to Form BD
become effective September 9, 1996 for all other broker-dealers. Thus,
all applicants filing for initial broker-dealer registration on or
after September 9, 1996 will be required to file revised Form BD in
accordance with the instructions contained therein. It is anticipated
that broker-dealers registered with the Commission as of September 9,
1996 will be required to file revised Form BD only after their
registration information contained in
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the old CRD has been converted to the redesigned CRD system.21
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\21\ Until a broker-dealer's existing registration information
has been converted to the redesigned CRD system, it is expected that
the broker-dealer will continue to file amendments to its
registration on Form BD (as revised November 16, 1992) in paper form
with the old CRD. See discussion of electronic filing and proposed
amendments to Exchange Act rules for filing Form BD, Securities
Exchange Act Release No. 37432.
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V. Effects on Competition and Regulatory Flexibility Act
Considerations
Sections 23(a)(2) of the Exchange Act 22 requires that the
Commission, when adopting rules under the Exchange Act, consider the
anticompetitive effects of those rules, if any, and to balance any
anticompetitive impact against the regulatory benefits gained in terms
of furthering the purposes of the Exchange Act. The Commission is of
the view that the adoption of the amendments to Form BD and Schedule I
of Form X-17A-5, the FOCUS report, will not impose any burden on
competition not necessary or appropriate in furtherance of the purposes
of the Exchange Act.
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\22\ 15 U.S.C. 78w(a)(2).
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The Commission has prepared a Final Regulatory Flexibility Analysis
(``FRFA''), regarding the revisions to Form BD and Schedule I of Form
X-17A-5, the FOCUS report in accordance with 5 U.S.C. 604. The FRFA
notes the initial costs of operational and procedural changes that may
be necessary to comply with the amendments to Form BD and Schedule I of
Form X-17A-5. The FRFA also notes that adoption of the amendments to
Form BD and Schedule I of Form X-17A-5 not only will provide benefits
to securities regulators by improving their ability to identify and
flag problem brokers through the use of standardized and specialized
computer searches, but also will ease the burden of registration by
future registrants.
A copy of the FRFA may be obtained from Glenn J. Jessee, Special
Counsel, Office of Chief Counsel, Division of Market Regulation,
Securities and Exchange Commission, 450 Fifth Street, NW., Mail Stop 5-
10, Washington, DC 20549, (202) 942-0073.
VI. Paperwork Reduction Act Analysis
The amendments to Form BD include ``collection of information''
requirements within the meaning of the Paperwork Reduction Act
(``PRA'') (44 U.S.C. Section 3501 et seq.). The Commission submitted
the proposed amendments to the Office of Management and Budget
(``OMB'') for review in accordance with PRA requirements in effect at
that time. OMB has approved the amendments to Form BD and has assigned
Form BD OMB Number 3235-0012, with an expiration date of March 31,
1998.
The amendments to Form BD are expected to provide securities
regulators with better information about a registrant's disciplinary
history by grouping disciplinary information into related categories
and by customizing the corresponding DRPs used to disclose details of
the registrant's disciplinary history. The amendments also are intended
to elicit more precise information about the business activities of
broker-dealer applicants.23
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\23\ The Commission uses the information disclosed by applicants
in Form BD to: (i) determine whether broker-dealer applicants meet
the standards for registration set forth in the provisions of the
Exchange Act; (ii) develop and maintain a central information
resource where members of the public may obtain relevant, current
information about broker-dealers, municipal securities dealers, and
government securities brokers or government securities dealers, and
where the Commission and other securities regulators may obtain
information for investigatory purposes; and (iii) develop
statistical information concerning broker-dealers, municipal
securities dealers, and government securities brokers or government
securities dealers.
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As discussed above, the amendments to Form BD respond to certain
recommended changes to the CRD system that have led to its redesign.
The redesigned CRD system is expected to enhance its use by securities
regulators and will allow broker-dealers to file Form BD and other
uniform registration forms electronically. Because the redesigned CRD
is intended to operate in an electronic environment, paper filings
eventually will no longer be submitted by broker-dealer applicants in
most instances, nor will data be manually entered into the CRD system
by the NASD. Rather, broker-dealers will file registration and
licensing information with the NASD electronically by direct link with
the CRD system through standard dial-up access and other electronic
means.
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Broker-dealers already are required pursuant to Rule 15b1-1 \24\
under the Exchange Act to file for registration on Form BD and,
pursuant to Rule 15b3-1(b), \25\ to promptly file an amendment to Form
BD if any information contained therein becomes inaccurate. The
amendments to Form BD primarily relate to the disciplinary history
sections. Thus, unless a broker-dealer has an extensive disciplinary
history, the amendments to Form BD, as adopted, will not impose any
significant additional recordkeeping or other compliance requirement on
broker-dealers.\26\ The Commission is of the view, however, that the
benefit to regulators in obtaining more precise information regarding a
broker-dealer's activities and disciplinary history will outweigh the
burden on broker-dealers imposed by this additional reporting
requirement. Moreover, the Commission expects that when the redesigned
CRD system is fully implemented, electronic filing will further reduce
the regulatory burden on broker-dealers for filing Form BD and
amendments thereto.
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\24\ 17 CFR 240.15b1-1.
\25\ 17 CFR 240.15b3-1(b).
\26\ It is expected that a broker-dealer would be required to
file new information solicited by revised Form BD at the time it
files its first amendment to Form BD after its registration
information has been converted to the redesigned CRD, but, in any
event, no later than six months from its date of conversion to the
redesigned CRD. See discussion of proposed amendments to Exchange
Act rules for filing Form BD, Securities Exchange Act Release No.
37432.
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VII. List of Subjects in 17 CFR Part 249
Reporting and recordkeeping requirements, Securities, Broker-
Dealers
Statutory Basis and Text of Final Amendments
In accordance with the foregoing, title 17, chapter II of the Code
of Federal Regulations is amended as follows:
PART 249--FORMS, SECURITIES EXCHANGE ACT OF 1934
1. The authority citation for Part 249 continues to read in part as
follows:
Authority: 15 U.S.C. 78a, et seq., unless otherwise noted;
* * * * *
2. By revising Form BD (referenced in Sec. 249.501) to read as set
forth below:
Note: Form BD does not and the revisions will not appear in the
Code of Federal Regulations. Revised Form BD is attached as an
Appendix to this document.
3. By amending Schedule I to Form X-17A-5 (referenced in
Sec. 249.617) by removing Specific Instructions 19a, b and c and
Question 19, redesignating Questions 20 through 24 as Questions 19
through 23, and revising newly designated Question 19 to read as
follows:
Note: Form X-17A-5 does not and the revisions will not appear in
the Code of Federal Regulations.
Form X-17A-5
* * * * *
Schedule I
* * * * *
19. Respondent is an affiliate or subsidiary of a foreign broker-
dealer.
* * * * *
By the Commission.
Dated: July 12, 1996.
Jonathan G. Katz,
Secretary.
BILLING CODE 8010-01-P
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[FR Doc. 96-18259 Filed 7-17-96; 8:45 am]
BILLING CODE 8010-01-P
