Exchange Act Release No 5221

August 31, 1955. 

Amendment of Rules X-12F-1, X-12F-2 and X-12F-3 and Adoption of Forms 27 and 28 under the Securities Exchange Act of 1934.

Statement of the Commission

The Securities and Exchange Commission today announced the amendment of Rules X-12F-1, X-12F-2 and X-12F-3, and the adoption of Forms 27 and 28 under the Securities Exchange Act of 1934, to simplify the procedures in connection with the extension, continuation or termination of unlisted trading privileges in a security on a national securities exchange.

Paragraph (a) of Rule X-12F-1 provides for certain information to be furnished in an application filed by a national securities exchange seeking permission to extend unlisted trading privileges to a security.  The amendment to this paragraph of the rule now makes it unnecessary for the application to contain certain information already available at the Commission, and provides that information concerning the volume of trading in the security in the vicinity of the exchange be furnished for the three months preceding the filing of the application instead of for a twelve month period.  It has become increasingly difficult to obtain reasonably accurate information for any period as long as twelve months, and it appears that information covering a three month period will be sufficient for the purpose for which it is needed.

Paragraph (b) of Rule X-12F-1, which required the applicant exchange to furnish a copy of the application to the issuer and certain other national securities exchanges, has been rescinded.  This requirement was considered to be unnecessary since the Commission gives adequate notice of the filing of the application and of the opportunity for a hearing to the issuer and to the national securities exchanges on which the security is listed and registered, and such notice is also published generally.  Paragraph (b) of Rule X-12F-3 has been deleted for the same reason.

Paragraph (a) of Rule X-12F-2 provides that when a security admitted to unlisted trading privileges is changed in specified respects (such as the interest rate, the maturity date, etc.), it shall still be deemed to be the security admitted to unlisted trading privileges, and it requires the exchange to notify the Commission of such change under certain circumstances.  Form 27 has been adopted as the form for such notice.

Rule X-12F-3 permits a national securities exchange to suspend or terminate unlisted trading privileges in any security in accordance with its rules and provides for prompt notice thereof to the Commission.  The Commission has adopted Form 28 as the form for such notice.

Rules X-12F-1, X-12F-2 and X-12F-3, as amended, now require the filing of only one copy (instead of three) of the application provided for in the rules.  Form 27 and Form 28 also provide for the filing of only one copy thereof, except that if acknowledgement of the filing is desired by the exchange, it is to be filed in duplicate so that receipt thereof can be indicated by the Commission on the duplicate which would then be returned to the Exchange.

Statutory Basis

The Securities and Exchange Commission, acting pursuant to the provisions of the Securities Exchange Act of 1934, particularly Sections 12(f) and 23(a) thereof, and deeming such action necessary and appropriate in the public interest and to carry out its functions under the Act, hereby amends Rules X-12F-1, X-12F-2 and X-12F-3, as stated below, and hereby adopts Forms 27 and 28.  The Commission finds that notice and public procedure pursuant to Section 4 of the Administrative Procedure Act are unnecessary since these amendments and forms relate only to matters of procedure.

 Text of Rules as Amended

[Text omitted] 

Effective Date

This action shall be effective August 31, 1955, except that Forms 27 and 28 need not be used for the giving of the notices provided for therein prior to September 30, 1955.

By the Commission.