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For Your Information (April)

For Your Information

National Association of Securities Dealers, Inc.

April 1989

NASD Releases Interpretive Summaries Under SEC Rule 19c-4

The NASD recently made available summaries of interpretive letters issued under Securities and Exchange Commission Rule 19c-4. That rule prohibits the major securities markets from listing companies that issue securities or take other corporate actions that disenfranchise existing shareholders. These summaries are expected to be published by the reporting services, including the Bureau of National Affairs and Commerce Clearing House.

The summaries reflect the conclusions reached by the NASD in analyzing the effect of specific issuer proposals and therefore don't necessarily set precedent for future transactions, each of which must be evaluated in light of its own facts SEC Rule 19c-4 and circumstances. Copies of the summaries may be obtained by sending a written request to the NASD Office of General Counsel, 1735 K Street, NW, Washington, DC 20006.

NASD staff members are available to discuss Rule 19c-4 issues, but, binding determinations will be issued only in response to written inquiries. Requests for such determinations must identify the company, describe the proposed transaction, and include copies of relevant documents, e.g., draft proxy or registration statements. A request also should include an analysis of the rule's application to the proposed transaction. In addition, it should indicate whether inquiries have been made of any other market and, if so, identify such contacts.

Reminder — Use the Form U-4 Disclosure Reporting Page

Members are reminded that all details relating to Item 22 on Page 3 of Form U-4 must be submitted on a fully completed Disclosure Reporting Page (DRP).

Submission of details on a blank attachment page are no longer acceptable and may result in delays in the Special Registration Review process. Please refer to Notice to Members 88-97 for further details regarding the DRP.

Questions regarding the DRP may be directed to Ellen J. Badler, Assistant Director, Special Registration Review at (301) 590-6743. Copies of the DRP and/or Form U-4 may be obtained by calling NASD Information Services at (301) 590-6500.

Series 7 Test Changes for April; Atlanta, Memphis, Rochester, and Dallas

Atlanta Test Site for April

The April 15, 1989, Series 7 exam in Atlanta will be held at:

Sheraton Century Hotel
2000 Century Boulevard
Atlanta, GA

Free parking is available in the hotel parking lot.

Permanent Site Change in Memphis

Effective April 15, 1989, all Series 7 exams in Memphis will be held at:

The Fogelman Executive Center
Memphis State University
330 Deloach Street
Room 315
Memphis, TN

Free parking is available across from the Center.

Date Change for Dallas and Rochester

The Series 7 exams in Dallas, TX and Rochester, NY will be given on May 13, 1989 instead of the third Saturday of the month.

NASAA CRD User Committee Targets Registration Requirements in National Seminar

The North American Securities Administrators Association (NASAA) CRD User Committee has scheduled a CRD (Central Registration Depository) National Seminar at the Ramada Inn in Nashville, Tennessee, June 2-3, 1989, from 9 a.m. to 5 p.m. each day.

The seminar aims to provide a forum for NASAA and the industry to jointly address issues on Phase I, Phase II, Special Registration Review (SRR), non-CRD state requirements, and enforcement issues and to provide better overall communication between NASAA members and industry representatives.

Registrations cost $150 each, including lunches, and must be made by April 24. Hotel reservations should be sent directly to the Ramada Inn, 2401 Music Valley Drive, Nashville, TN 37214 by May 1.

For further information regarding this seminar and to obtain a registration form, please contact the NASAA corporate office at (202) 737-0900.

March Notices to Members Incorrectly Reports Disciplinary Action

In the complaint against William J. McLaren (Registered Principal, Mentor, OH), the second cause of complaint, which alleged that McLaren made recommendations to a customer for the purchase and sale of securities without having reasonable grounds for believing that the recommendations were suitable, was dismissed.

The March issue of Notices to Members erroneously reported that McLaren was found in violation of the second cause of complaint.

NASD Implements New Subscription Policy for Notices to Members

NASD members can purchase an additional subscription to Notices to Members for $150 a year. Single issues can be purchased for $15 and individual notices for 50 cents per page. The full NASD subscription service, which costs $300 per year, includes Notices to Members, Guide to Information and Services, IR Report, Subscriber Bulletin, Executive Digest, Regulatory and Compliance Alert, NASDAQ Notes, NASDAQ News, the NASDAQ Fact Book, the NASD Annual Report, two editions of the NASDAQ Company Directory, and special reports.

To order a subscription, send a check payable to the National Association of Securities Dealers, Inc., to:

NASD Publications, Treasurer's Department
9513 Key West Avenue
Rockville, MD 20850-3389.

District 7 to Sponsor Membership Meeting and Educational Seminar in Florida

NASD District 7 will sponsor a compliance-oriented seminar for management and operations personnel of NASD members that will include topics of special interest to securities lawyers and accountants. Seminar participants can choose among 18 subjects in five sessions. The seminar will be held May 18-19 at the Pier 66 Hotel and Marina in Fort Lauderdale, Florida. The fee for registration is $240 for members and $265 for non-members. Discounts are available for members registering more than three people and for early registration.

Call Deborah Hampel at (404) 239-6145 for more information.


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