[Federal Register Volume 67, Number 116 (Monday, June 17, 2002)]
[Notices]
[Pages 41282-41283]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 02-15134]
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SECURITIES AND EXCHANGE COMMISSION
Proposed Collection; Comment Request
Upon Written Request, Copies Available From: Securities and Exchange
Commission, Office of Filings and Information Services, Washington,
DC 20549.
Extension:
Rule 10a-1, SEC File No. 270-413, OMB Control No. 3235-0475,
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
Rule 17Ab2-1 and Form CA-1SEC File No. 270-203, OMB Control No.
3235-0195
Rule 17Ad-3(b) SEC File No. 270-424, OMB Control No. 3235-0473
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) is soliciting comments on the collections of
information summarized below. The Commission plans to submit these
existing collections of information to the Office of Management and
Budget for extension and approval.
Rule 10a-1 (17 CFR 240.10a-1) under the Securities Exchange Act of
1934 (Exchange Act) is designed to limit short selling of a security in
a declining market by requiring, in effect, that each successive lower
price be established by a long seller. The price at which short sales
may be effected is established by reference to the last sale price
reported in the consolidated system or on a particular marketplace.
Rule 10a-1 requires each broker or dealer that effects any sell order
for a security registered on, or admitted to unlisted trading
privileges on, a national securities exchange to mark the relevant
order ticket either ``long'' or ``short.''
There are approximately 7,258 brokers and dealers registered with
the national securities exchanges. The Commission has considered each
of these respondents for the purposes of calculating the reporting
burden under Rule 10a-1. Each of these approximately 7,258 registered
broker-dealers effects sell orders for securities registered on, or
admitted to unlisted trading privileges on, a national securities
exchange. In addition, each respondent makes an estimated 59,071 annual
responses, for an aggregate total of 428,743,000 responses per year.
Each response takes approximately .000139 hours (.5 seconds) to
complete. Thus, the total compliance burden per year is 59,595 burden
hours.
Rule 12d2-1 (17 CFR 240.12d2-1) was adopted in 1935 pursuant to
Sections 12 and 23 of the Exchange Act. The Rule 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 Exchange Act and Rule 12d2-2
thereunder.\1\ 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 the Rule, the exchange must
notify the Commission promptly of the effective date of such
restoration.
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\1\ Rule 12d2-2 prescribes the circumstances under which a
security may be delisted, and provides the procedures for taking
such action.
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The trading suspension notices serve a number of purposes. First,
they inform the Commission that an exchange has suspended from trading
a listed security or reintroduced trading in a previously suspended
security. They also provide the Commission with information necessary
for it to determine that the suspension has been accomplished in
accordance with the rules of the exchange, and to verify that the
exchange has not evaded the requirements of Section 12(d) of the
Exchange Act and Rule 12d2-2 thereunder by improperly employing a
trading suspension. Without the Rule, the Commission would be unable to
fully implement these statutory responsibilities.
There are nine national securities exchanges that are subject to
Rule 12d2-1. The burden of complying with the Rule is not evenly
distributed among the exchanges since there are many more securities
listed on the New York Stock Exchange, Inc. (``NYSE'') and the American
Stock Exchange LLC (``Amex'') than on the other exchanges.\2\ However,
for purposes of this filing, it is assumed that the number of responses
is evenly divided among the exchanges. Since approximately 173
responses under Rule 12d2-1 are received annually by the Commission
from the national securities exchanges, the resultant aggregate annual
reporting hour burden would be, assuming on average one-half reporting
hour per response, 86.5 annual burden hours for all exchanges.
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\2\ In fact, some exchanges do not file any trading suspension
reports in a given year.
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Rule 12d2-2 (17 CFR 240.12d2-2) and Form 25 (17 CFR 249.25) were
adopted in 1935 and 1952, respectively, pursuant to Sections 12 and 23
of the Exchange 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 the Exchange file with the
Commission a Form 25 to delist the Security. Form 25 provides the
Commission with the name of the security, the effective date of the
delisting, and the date and type of event causing 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. In addition, the applications for delisting required
under paragraphs (c) and (d) of Rule 12d2-2 provide the Commission with
the information necessary for it to determine that the delisting has
been accomplished in accordance with the rules of the exchange and
whether the delisting should be subject to any terms and conditions
necessary for the protection of investors. Further, delisting
applications are available to members of the public who may wish to
comment or submit information to the Commission regarding the
applications. Without the Rule, the Commission lacks the information
necessary for it to fully meet these statutory responsibilities.
There are nine national securities exchanges that are subject to
Rule 12d2-2 and Form 25. The burden of complying with Rule 12d2-2 and
Form 25 is not evenly distributed among the exchanges, however, since
there are many more securities listed on the NYSE and the Amex than on
the other exchanges. However, for purposes of this filing, the staff
has assumed that the number of responses is evenly divided among the
exchanges. Since approximately 687 responses under the Rule and Form
are received annually by the Commission from the national securities
exchanges, the resultant aggregate annual reporting hour burden would
be, assuming on average one hour per response, 687 annual burden
[[Page 41283]]
hours for all exchanges. In addition, since approximately 52 responses
are received by the Commission annually from issuers wishing to remove
their securities from listing and registration on exchanges, the
Commission staff estimates that the aggregate annual reporting hour
burden on issuers would be, assuming on average two reporting hours per
response, 104 annual burden hours for all issuers. Accordingly, the
total annual hour burden for all respondents to comply with Rule 12d2-2
is 791 hours.
Rule 17Ab2-1 (17 CFR 240.17Ab2-1) and Form CA-1 (17 CFR 249b.200)
require clearing agencies to register with the Commission and to meet
certain requirements with regard to, among other things, a clearing
agency's organization, capacities, and rules. The information is
collected from the clearing agency upon the initial application for
registration on Form CA-1. Thereafter, information is collected by
amendment to the initial Form CA-1 when material changes in
circumstances necessitates modification of the information previously
provided to the Commission.
The Commission uses the information disclosed on Form CA-1 to (i)
determine whether an applicant meets the standards for registration set
forth in Section 17A of the Exchange Act, (ii) enforce compliance with
the Exchange Act's registration requirement, and (iii) provide
information about specific registered clearing agencies for compliance
and investigatory purposes. Without Rule 17Ab2-1, the Commission could
not perform these duties as statutorily required.
There are currently thirteen registered clearing agencies and five
clearing agencies that have been granted an exemption from
registration. The Commission staff estimates that each initial Form CA-
1 requires approximately 130 hours to complete and submit for approval.
Hours required for amendments to Form CA-1 that must be submitted to
the Commission in connection with material changes to the initial CA-1
can vary, depending upon the nature and extent of the amendment. Since
the Commission only receives an average of one submission per year, the
aggregate annual burden associated with compliance with Rule 17Ab2-1
and Form CA-1 is 130 hours. Based upon the staff's experience, the
average cost to clearing agencies of preparing and filing the initial
Form CA-1 is estimated to be $17,911.
Rule 17Ad-3(b) (17 CFR 240. 17Ad-3) requires registered transfer
agents which for each of two consecutive months have failed to
turnaround at least 75% of all routine items in accordance with the
requirements of Rule 17Ad-2(a) or to process at least 75% of all
routine items in accordance with the requirements of Rule 17Ad-2(a) to
send to the chief executive officer of each issuer for which such
registered transfer agent acts a copy of the written notice required
under Rule 17Ad-2(c), (d), and (h). The issuer may use the information
contained in the notices in several ways: (1) To provide an early
warning to the issuer of the transfer agent's non-compliance with the
Commission's minimum performance standards regarding registered
transfer agents, and (2) to assure that issuers are aware of certain
problems and poor performances with respect to the transfer agents that
are servicing the issuer's securities. If the issuer does not receive
notice of a registered transfer agent's failure to comply with the
Commission's minimum performance standards then the issuer will be
unable to take remedial action to correct the problem or to find
another registered transfer agent. Pursuant to Rule 17Ad-3(b), a
transfer agent that has already filed a Notice of Non-Compliance with
the Commission pursuant to Rule 17Ad-2 will only be required to send a
copy of that notice to issuers for which it acts when that transfer
agent fails to turnaround 75% of all routine items or to process 75% of
all items.
The Commission estimates that of the five transfer agents that
filed the Notice of Non-Compliance pursuant to Rule 17Ad-2, only two
transfer agents will meet the requirements of Rule 17Ad-3(b). If a
transfer agent fails to meet the minimum requirements under 17Ad-3(b),
such transfer agent is simply sending a copy of a form that had already
been produced for the Commission. The Commission estimates a
requirement will take each respondent approximately one hour to
complete, for a total annual estimate burden of two hours at cost of
approximately $60.00 for each hour.
Written comments are invited on: (a) Whether the existing
collection of information is necessary for the proper performance of
the functions of the agency, including whether the information
continues to have practical utility; (b) the accuracy of the agency's
estimate of the burden of the existing collection of information; (c)
ways to enhance the quality, utility, and clarity of the information
being collected; and (d) ways to minimize the burden of the collection
of information on respondents, including through the use of automated
collection techniques or other forms of information technology.
Consideration will be given to comments and suggestions submitted in
writing within 60 days of this publication.
Direct your written comments to Michael E. Bartell, Associate
Executive Director, Office of Information Technology, Securities and
Exchange Commission, 450 5th Street, NW., Washington, DC 20549.
Dated: June 5, 2002.
Jill M. Peterson,
Assistant Secretary.
[FR Doc. 02-15134 Filed 6-14-02; 8:45 am]
BILLING CODE 8010-01-P