[Federal Register Volume 59, Number 192 (Wednesday, October 5, 1994)] [Unknown Section] [Page 0] From the Federal Register Online via the Government Publishing Office [www.gpo.gov] [FR Doc No: 94-24613] [[Page Unknown]] [Federal Register: October 5, 1994] ----------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION [Release No. 34-34743; File No. SR-NASD-94-48] Self-Regulatory Organizations; Notice of Filing of Proposed Rule Change by National Association of Securities Dealers, Inc., Relating to the Amendment of Certain Current Terms and the Adoption of New Terms Relating to the NASDAQ System That Are Used in Schedule D to the NASD By-Laws and Other Parts of the NASD's Rules and Regulations That Are Contained in the NASD Manual September 28, 1994. Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 (``Act''), 15 U.S.C. 78s(b)(1), notice is hereby given that on September 20, 1994,\1\ the National Association of Securities Dealers, Inc. (``NASD'' or ``Association'') filed with the Securities and Exchange Commission (``SEC'' or ``Commission'') the proposed rule change as described in Items I, II, and III below, which Items have been prepared by the NASD. The Commission is publishing this notice to solicit comments on the proposed rule change from interested persons. --------------------------------------------------------------------------- \1\The proposed rule change was initially submitted on August 23, 1994, and was amended on September 20, 1994. --------------------------------------------------------------------------- I. Self-Regulatory Organization's Statement of the Terms of Substance of the Proposed Rule Change Below is the text of the proposed rule change. Proposed new language is italicized and proposed deletions are bracketed. SCHEDULE D TO THE NASD BY-LAWS PART I DEFINITIONS * * * * * (17) [``NASDAQ] ''``Nasdaq market maker'' means a dealer that, with respect to a security, holds itself out (by entering quotations in [the NASDAQ System] The Nasdaq Stock Market) as being willing to buy and sell such security for its own account on a regular and continuous basis and that is registered as such. (18) ``Nasdaq National Market'' or ``NNM'' is a distinct tier of The Nasdaq Stock Market comprised of securities that meet the requirements of and are authorized as a Nasdaq National Market security. [18] (19) [NASDAQ National Market System security'' or ``NASDAQ NMS security''] ``Nasdaq National Market security'' or ``NNM security'' means any authorized security in the Nasdaq National Market with (i) satisfies all applicable requirements of Part II and substantially meets the criteria set forth in Part III [Section 2 and 5] of this Schedule D and is subject therefore to a transaction reporting plan approved by the Securities and Exchange Commission; (ii) is a right to purchase such security; or (iii) is a warrant to subscribe to such security, and has been designated therefore as a national market system security pursuant to SEC Rule 11Aa2-1. (20)``Nasdaq SmallCap Market security'' or ``SCM security'' means any authorized security in The Nasdaq SmallCap Market which (i) satisfies all applicable requirements of Part II of this Schedule D other than a Nasdaq National Market security; (ii) is a right to purchase such security; or (iii) is a warrant to subscribe to such security. [(20)] (21) ``Net Tangible Assets'' shall mean total assets (including the value of patents, copyrights and trade marks but excluding the value of goodwill) less total liabilities. [(21)] (22) ``Normal unit of trading'' means 100 shares of a security unless, with respect to particular security, the Association determines that a normal unit of trading shall constitute other than 100 shares. If a normal unit of trading is other than 100 shares, a special identifier shall be appended to the issuer's [NASDAQ] Nasdaq symbol. Sections (22)-(25) are renumbered (23)-(26) respectively. (27) ``The Nasdaq SmallCap Market'' or ``SCM'' is a distinct tier of The Nasdaq Stock Market comprised of securities that meet the requirements of and are authorized as a Nasdaq SmallCap Market security. [19] (28) [``NASDAQ System'' means the electronic inter-dealer quotation system] ``The Nasdaq Stock Market'' or ``Nasdaq'' is an electronic securities market comprised of competing market makers whose trading is supported by a communications network linking them to quotation dissemination, trade reporting, and order execution systems. This market also provides specialized automation services for screen- based negotiations of transactions, on-line comparison of transactions, and a range of informational services tailored to the needs of the securities industry, investors and issuers. The Nasdaq Stock Market consists of two distinct market tiers: the ``Nasdaq National Market'' and ``The Nasdaq SmallCap Market''. The Nasdaq Stock Market is operated by [NASDAQ, Inc.] The Nasdaq Stock Market, Inc., a wholly-owned subsidiary of the Association. In addition to the changes listed above, the proposed rule change would insert the proposed new terms, where applicable, throughout the NASD Manual. The proposed rule change also would apply to all rule filings that are approved or pending prior to the Commission's approval of the proposed rule change. 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 NASD 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 place specified in Item IV below. The NASD 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 The NASD is proposing to amend certain current terms and adopt new terms related to the NASDAQ System that more appropriately describe the current technological facilities and services provided by this national securities market throughout Schedule D to the NASD By-Laws) (``Schedule D'') and other parts of the NASD's rules and regulations in the NASD Manual. The NASD believes that the proposed new terms will indicate more clearly the current functionality of the NASDAQ System as a market for securities with quotation dissemination, trade reporting, and other execution capability, as well as other specialized automation services for screen-based negotiations of transactions, on-line comparison of transactions, and a range of informational services tailored to the needs of the securities industry, investors and issues. The proposed new terms would also clarify that the NASDAQ System is composed of two distinct market tiers, each with different inclusion criteria that are set forth in different parts of Schedule D. Finally, the proposed rule change would make clear that The Nasdaq Stock Market is operated by The Nasdaq Stock Market, Inc., a wholly-owned subsidiary of the Association. Section 17 to Part I of Schedule D would be amended to replace the term ``NASDAQ'' with the term ``Nasdaq'' and to replace the phrase ``the NASDAQ System'' with the term ``The Nasdaq Stock Market''. The proposed rule change would add a new Section 18 to Part I of Schedule D to define the ``Nasdaq National Market'' or ``NNM'' to mean a distinct tier of The Nasdaq Stock Market comprised of securities that meet the requirements of and are authorized as a Nasdaq National Market security Part I, Section 18 of Schedule D would be renumbered as Section 19 and amended to replace the terms ``NASDAQ National Market System security'' and ``NASDAQ NMS security'' with the terms ``Nasdaq National Market security'' and ``NNM security'', and to clarify a current NASD requirement that such securities must satisfy ``all applicable requirements of Part II'' of Schedule D as well as substantially meet the criteria set forth Part III of Schedule D. The text of the proposed rule language to new Section 19 is based on that in Section 1 of Part II and Section 2 of Part III to Schedule D which set forth the qualification requirements and designation criteria applicable to Nasdaq SmallCap Market and Nasdaq National Market securities. The proposed rule change would add a new Section 20 to Part I of Schedule D to define the term ``Nasdaq SmallCap Market security'' or ``SCM security'' to mean any security which (i) satisfies all applicable requirements of Part II of Schedule D other than a Nasdaq National Market security; (ii) is a right to purchase such security; or (iii) is a warrant to subscribe to such security. The current section (20) to Part I of Schedule D would be renumbered as Section (21). The current section (21) to Part I of Schedule D would be renumbered as Section (22) and the term ``NASDAQ'' contained therein would be replaced with the term ``Nasdaq''. Current section (22) to (25) to Part I of Schedule D would be renumbered as Sections (23) to (26,) respectively. The proposed rule change would add a new Section 27 to Part I of Schedule D to define ``The Nasdaq SmallCap Market'' or ``SCM'' to be a distinct tier of The Nasdaq Stock Market comprised of securities that meet the requirements of and are authorized as a Nasdaq SmallCap Market security. The current Section 19 to Part I of Schedule D would be renumbered as Section 28 and amended by replacing the current term ``NASDAQ System'' with the term ``The Nasdaq Stock Market'' or ``Nasdaq''. Proposed Section 28 would define The Nasdaq Stock Market as an electronic securities market comprised of competing market makers whose trading is supported by a communications network linking them to quotation dissemination, trade reporting, and order execution systems. Proposed Section 28 would state that The Nasdaq Stock Market also provides specialized automation services for screen based negotiations of transactions, on-line comparison of transactions, and a range of informational services tailored to the needs of the securities industry, investors and issuers. Proposed Section 28 would also clarify that The Nasdaq Stock Market is comprised of two distinct market tiers of the current NASDAQ System. The first tier of The Nasdaq Stock Market would be ``The Nasdaq SmallCap Market'' or ``SCM''. The second tier of The Nasdaq Stock Market would be the ``Nasdaq National Market'' or ``NNM''. On June 30, 1993, the NASD's corporate subsidiaries that operated and serviced the NASDAQ System, i.e. Nasdaq Inc. and NASD Market Services, Inc., were merged into a single corporation renamed ``The Nasdaq Stock Market, Inc.''.\2\ To reflect this corporate restructuring, proposed Section 28 would clarify that The Nasdaq Stock Market is operated by The Nasdaq Stock Market, Inc., a wholly-owned subsidiary of the Association. --------------------------------------------------------------------------- \2\See, Item 16, Exhibit E to The Nasdaq Stock Market, Inc.-- Annual Amendment to Registration as a Securities Information Processor (``SIP'') attached to the NASD's March 31, 1994 letter from Robert E. Aber, Vice President and General Counsel, The Nasdaq Stock Market, Inc. to Jonathan G. Katz, Secretary, SEC. --------------------------------------------------------------------------- The proposed rule change would insert the proposed new terms, where applicable, throughout Schedule D and other parts of the NASD's rules and regulations, including the Schedules to the By-Laws; Rules of Fair Practice; SOES Rules; ACT Rules; FIPS Rules; Nasdaq International Services; Code of Procedure and Uniform Practice Code. The proposed rule change would apply to all rule filings of the Association or its subsidiary, The Nasdaq Stock Market, Inc., that are approved prior to or are pending on the date of the Commission's approval of the proposed rule change. Moreover, the numbering of the definition sections are proposed to be amended to reflect any amendment to the definition sections under Part I of Schedule D adopted prior to the approval of the proposed rule changes. The NASD believes that the proposed rule change is consistent with the provisions of Section 15A(b)(6) of the Act in that the proposed rule change is designed to perfect the mechanism of a free and open market and a national market system, and, in general, to protect investors and the public interest in that the proposed rule change would amend certain current terms and adopt new terms relating to the NASDAQ System in order to more appropriately describe the current technological facilities and services provided by this national securities market. The NASD believes that the proposed new terms will indicate more clearly the current functionality of the NASDAQ System as a market for securities with quotation dissemination, trade reporting, and order execution capability, as well as other specialized automation services for screen-based negotiations of transactions, on-line comparison of transactions, and a range of informational services tailored to the needs of the securities industry, investors and issuers. The proposed new terms would also clarify that The Nasdaq Stock Market is composed of two distinct market tiers, each with different inclusion criteria in different parts of the rules. Finally, the proposed rule change would make clear that The Nasdaq Stock Market is operated by The Nasdaq Stock Market, Inc., a wholly-owned subsidiary of the Association. (B) Self-Regulatory Organization's Statement on Burden on Competition The NASD does not believe that the proposed rule change will result in any burden on competition that is not necessary or appropriate in furtherance of the purposes of the Act, as amended. (C) Self-Regulatory Organization's Statement on Comments on the Proposed Rule Change Received From Members, Participants, or Others Written comments were neither solicited nor received. III. Date of Effectiveness of the Proposed Rule Change and Timing for Commission Action Within 35 days of the date of publication of this notice in the Federal Register or within such longer period (i) as the Commission may designate up to 90 days of such date if it finds such longer period to be appropriate and publishes its reasons for so finding or (ii) as to which the self-regulatory organization consents, the Commission will: A. by order approve such proposed rule change, or B. institute proceedings to determine whether the proposed rule change should be disapproved. IV. 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, D.C. 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. 552, will be available for inspection and copying in the Commission's Public Reference Room. Copies of such filing will also be available for inspection and copying at the principal office of the NASD. All submissions should refer to file number SR-NASD-94-48 and should be submitted by October 26, 1994. For the Commission, by the Division of Market Regulation, pursuant to delegated authority.\3\ --------------------------------------------------------------------------- \3\17 CFR 200.30-3(a)(12). --------------------------------------------------------------------------- Margaret H. McFarland, Deputy Secretary. [FR Doc. 94-24613 Filed 10-4-94; 8:45 am] BILLING CODE 8010-01-M