[Federal Register Volume 64, Number 162 (Monday, August 23, 1999)]
[Notices]
[Pages 45986-45988]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 99-21756]
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SECURITIES AND EXCHANGE COMMISSION
Submission for OMB Review; Comment Request
Upon Written Request, Copies Available From: Securities and Exchange
Commission, Office of Filings and Information Services, Washington, DC
20549
Extension
Rule 11Ac1-1 SEC File No. 270-404 OMB Control No. 3235-0461
Rule 12d2-1 SEC File No. 270-98 OMB Control No. 3235-0081
Rule 12d2-2 SEC File No. 270-86 OMB Control No. 3235-0080
Notice is hereby given that pursuant to the Paperwork Reduction Act
of 1995 (44 U.S.C. 3501 et seq.) the Securities and Exchange Commission
(``Commission'') has submitted to the Office of Management and Budget
requests for extension of the previously approved collections of
information discussed below.
Rule 11Ac1-1, Dissemination of Quotations, contains two related
collections of information necessary to disseminate market makers'
published quotations to buy and sell securities to the public. The
first collection of information is found in Rule 11Ac1-1(c), 17 CFR
240.11Ac1-1(c). This reporting requirement obligated each ``responsible
broker or dealer,'' as defined under the rule, to communicate to its
exchange or association its best bids, best offers, and quotation sizes
for any subject security, as defined under the rule. The second
collection of information is found in Rule 11Ac1-1(b), 17 CFR
240.11Ac1-1(b). This reporting requirement obligates each exchange and
association to make available to quotation vendors for dissemination to
the public the best bid, best offer, and aggregate quotation size for
each subject security.\1\ Brokers, dealers, other market participants,
and members of the public rely on published quotation information to
determine the best price and market for execution of customer orders.
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\1\ A third requirement under Rule 11Ac1-1, as amended at 17 CFR
250.11Ac1-1(c)(5), gives electronic communications networks
(``ECNs'') the option of reporting to an exchange or association for
public dissemination, on behalf of their OTC market maker or
exchange specialist customers, the best priced orders and the full
size for such orders entered by market makers, to satisfy such
market makers' reporting obligation under Rule 11Ac1-1(c). Because
this reporting requirement is an alternative method of meeting the
market makers' reporting obligation, and because it is directed to
nine or fewer persons (ECNs), this collection of information is not
subject to OMB review under the Paperwork Reduction Act.
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It is anticipated that 721 respondents, consisting of 180 exchange
specialists and 541 OTC market makers, will make 246,788,000 total
annual responses pursuant to Rule 11Ac1-1, resulting in an annual
aggregate burden of approximately 205,356 hours.
Rule 11Ac1-1 does not impose a retention period for any
recordkeeping requirements. Compliance with the rule is mandatory and
the information collected is made available to the public. Please note
that an agency may not conduct or sponsor, and a person is not required
to respond to, a collection of information unless it displays a
currently valid control number.
Rule 12d2-1 provides the procedures by which a national securities
exchange may suspend from trading a security that is listed and
registered on the exchange. Under Rule 12d2-1, an exchange is permitted
to suspend from trading a listed security in accordance with its rules,
and must promptly notify the Commission of any such suspension, along
with the effective date and the reasons for the suspension.
Any such suspension may be continued until such time as the
Commission may determine that the suspension is designed to evade the
provisions of Section 12(d) of the Act and Rule 12d2-1 thereunder.\2\
During the continuance of such suspension under Rule 12d2-1, the
exchange is required to notify the Commission promptly of any change in
the reasons for the suspension. Upon the restoration to trading of any
security suspended under Rule 12d2-1, the exchange must notify the
Commission promptly of the effective date of such restoration.
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\2\ Rule 12d2-2 prescribes the circumstances under which a
security may be delisted, and sets forth the procedures for taking
such action.
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Notices of suspension of trading serve a number of purposes. First,
they inform the Commission that an exchange has suspended from trading
a listed security or reintroduced into trading a previously suspended
security. They also provide the Commission with information necessary
for it to verify that the suspension has been effected in accordance
with the rules of the exchange, and to determine whether the
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exchange has evaded the requirements of Section 12(d) of the Act and
Rule 12d2-2 thereunder by improperly employing a trading suspension.
Without Rule 12d2-1, the Commission would be unable to fulfill these
statutory responsibilities.
There are eight national securities exchanges which are subject to
Rule 12d2-1. The burden of complying with the rule is not evenly
distributed among the exchanges, however, since there are many more
securities listed on the New York Stock Exchange and American Stock
Exchange than on the other six exchanges.\3\ However, for purposes of
estimating the overall burden, the staff has assumed that the number of
responses would be evenly distributed among the exchanges. The
Commission estimates a total annual burden of 48 hours to comply with
Rule 12d2-1. This estimate is based on eight respondents with 12
responses per year for a total of 96 responses requiring on average
one-half hour per response.
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\3\ In fact, some exchanges do not file any trading suspension
reports in a given year.
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Based on information acquired in an informal survey of the
exchanges and the staff's experience in administering related rules,
the Commission staff estimates that the respondents' cost of compliance
with Rule 12d2-1 may range from less than $25 to as much as $100 per
response. The staff has computed the average related cost per response
to be approximately $29, representing one-half reporting hour. The
estimated total annual related cost of responding to the requirements
of Rule 12d2-1 is approximately $2.748, i.e., eight exchanges filing 12
responses at $29 each.
Compliance with Rule 12d2-1 is mandatory. There are no
recordkeeping requirements associated with Rule 12d2-1. Information
received in response to Rule 12d2-1 shall not be kept confidential; the
information collected is public information.
Rule 12d2-2, Removal from Listing and Registration, (17 CFR
240.12d2-2, and Form 25, 17 CFR 249.25, were adopted in 1935 and 1952,
respectively, pursuant to Section 12 and 23 of the Act. Rule 12d2-2
sets forth the conditions and procedures under which a security may be
delisted. Rule 12d2-2 also requires, under certain circumstances, that
an exchange file with the Commission a Form 25 to remove a security
from listing and registration on the exchange and to serve as
notification of such delisting. Form 25 provides the Commission with
the name of the affected security and issuer, the effective date of the
delisting, and the date and type of event predicating the delisting.
Delisting notices and applications for delisting serve a number of
purposes. First, the reports and notices required under paragraphs (a)
and (b) of Rule 12d2-2 (which do not require Commission action) inform
the Commission that a security previously traded on an exchange is no
longer traded there. In addition, the applications for delisting
required under paragraphs (c) and (d) of the Rule (which require
Commission approval) provide the Commission with the information
necessary for it to determine that a delisting has been promulgated in
accordance with the rules of the exchange, and to determine whether the
delisting is subject to any terms or conditions necessary for the
protection of investors. Further, notice of a delisting application
submitted by an issuer pursuant to subparagraph (d) of Rule 12d2-2 is
made available to members of the public who may wish to comment or
submit information to the Commission regarding such application.
Without Rule 12d2-2 and Form 25, as applicable, the Commission would be
unable to fulfill these statutory responsibilities.
There are eight national securities exchanges which are subject to
Rule 12d2-2 and Form 25. Additionally, any issuer whose security is
listed on a national securities exchange which seeks to remove such
security from listing and registration on that exchange would be
subject to the requirements of subparagraph (d) of Rule 12d2-2. Since
the reporting hour burdens incurred in responding to the various
requirements of Rule 12d2-2 and Form 25 are not uniform (it generally
takes an exchange less time to complete Form 25, when required by
subparagraph (a) of Rule 12d2-2, than it does to prepare an application
under subparagraph (c) thereof, for example), the Commission staff has,
for purposes of its estimation of overall burden, averaged the various
reporting burdens and then weighted reporting hours by respondent
group, ascribing proportionately smaller burdens (and related costs) to
the exchanges, which prepare and file both Forms 25 and applications
under Rule 12d2-2 in the routine course of business, while ascribing
greater individual burdens (and related costs) to affected issuers, who
are subject only to the application requirements of subparagraph (d) of
Rule 12d2-2 (and not Form 25), though issuers becoming so subject would
likely only be obligated to respond once.\4\ Finally, although the
burdens of complying with Rule 12d2-2 and Form 25 are not evenly
distributed among the exchanges, since there are many more securities
listed on the New York Stock Exchange and the American Stock Exchange
than on the other national securities exchanges, the staff has assumed,
solely for the purpose of making these estimates, that the number of
responses would be evenly distributed among the exchanges.
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\4\ An issuer is only obliged to file an application under Rule
12d2-2 when it is voluntarily seeking to withdraw its securities
from listing and registration on an exchange. The most common
situation in which this occurs is when an issuer has listed its
securities on multiple exchanges and then, in an effort to reduce
costs and/or market fragmentation attributable to such multiple
listing, elects to confine listing of securities to the exchange it
deems to be the primary marketplace.
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Based on information acquired in an informal survey of the
exchanges and issuers obligated to respond, and based further on the
staff's experience in administering related rules, the Commission staff
estimates that in complying with Rule 12d2-2 and Form 25 all exchanges
would incur an aggregate reporting hour burden of 350 hours. The
Commission estimates the costs associated with these burden hours to be
$20,300 in the aggregate. For issuers obligated to respond to Rule
12d2-2, the staff estimates it receives approximately 50 responses
annually from issuers wishing to remove their securities from listing
and registration on exchanges. Assuming an average of two reporting
hours per response, the Commission estimates an aggregate annual
reporting hour burden for these issuers of 100 burden hours, and a
related aggregate cost of approximately $8,300.
Compliance with Rule 12d2-2 and the filing of Form 25 are
mandatory. There are no recordkeeping requirements associated with Rule
12d2-2 or with Form 25. Information received in response to Rule 12d2-2
and Form 25 shall not be kept confidential; the information collected
is public information.
An agency may not conduct or sponsor, and a person is not required
to respond to, a collection of information unless it displays a
currently valid control number.
Written comments regarding the above information should be directed
to the following persons: (i) Desk Officer for the Securities and
Exchange Commission, Office of Information and Regulatory Affairs,
Office of Management and Budget, Room 10102, New Executive Office
Building, Washington, D.C. 20503; and (ii) Michael E. Bartell,
Associate Executive
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Director, Office of Information Technology, Securities and Exchange
Commission, 450 Fifth Street, N.W., Washington, D.C. 20549. Comments
must be submitted to OMB within 30 days of this notice.
Dated: August 13, 1999.
Margaret H. McFarland,
Deputy Secretary.
[FR Doc. 99-21756 Filed 8-20-99; 8:45 am]
BILLING CODE 8010-01-M
