MSRB Reports Feb 1998 -- Revised Forms G-36 and Amendment to Rule G-8 Filed

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Notice of Filing

The Board has filed revised Forms G-36(OS) and G-36(ARD) and an amendment to rule G-8(a)(xv), on recordkeeping. The revised Forms G-36(OS) and G-36(ARD) and amendment to rule G-8(a)(xv) become operative on January 1, 1998.

Questions about this notice may be directed to Ernesto A. Lanza, Assistant General Counsel.

On November 26, 1997, the Board filed with the Securities and Exchange Commission (SEC) revised Forms G-36(OS) and G-36(ARD) under rule G-36, on delivery of official statements, advance refunding documents and Forms G-36(OS) and G-36(ARD), and an amendment to rule G-8(a)(xv), on recordkeeping.⁽¹⁾ The revised Forms G-36(OS) and G-36(ARD) must be filed, and the provisions of the amendment to rule G-8(a)(xv) must be complied with, for all primary offerings of municipal securities subject to rule G-36 that have a date of final agreement to purchase, offer or sell the municipal securities (date of sale) occurring on or after January 1, 1998.

Rule G-36 requires that a broker, dealer or municipal securities dealer acting as an underwriter in a primary offering of municipal securities (with certain limited exceptions) send to the Board copies of the official statement and completed Form G-36(OS). If the securities advance refund an outstanding issue of municipal securities, rule G-36 requires that the underwriter also send to the Board copies of the advance refunding document and completed Form G-36(ARD). Forms G-36(OS) and G-36(ARD) have been revised to provide greater clarity to brokers, dealers and municipal securities dealers in the process of completing the forms as well as to provide additional information that would assist the enforcement agencies in their enforcement activities relating to rules G-36 and G-32.

The revisions to Form G-36(OS) add the following new data elements: the date materials are received from the issuer, the date materials are sent to the Board, whether materials submitted consist of more than one document, the actual or expected date of delivery of securities to underwriters, whether the securities advance refund another issue, the SEC registration number, information regarding CUSIP-6 number assignments and the fax number of the preparer. The revisions to Form G-36(ARD) add the following new data elements: the date materials are received from the issuer, the date materials are sent to the Board, whether materials submitted consist of more than one document, the date of delivery of securities to underwriters, the SEC registration number and the fax number of the preparer. In addition, the layout of both forms is reorganized.

Rule G-8(a)(xv) requires brokers, dealers and municipal securities dealers acting as underwriters in most primary offerings of municipal securities to maintain certain records relating to such primary offerings and the receipt and sending of materials as required under rule G-36. Rule G-8(a)(xv) has been amended to require such brokers, dealers and municipal securities dealers to record and maintain additional information regarding the date of delivery of the issue to the underwriters, as well as to retain a copy of the receipt of sending the required forms and documents to the Board and a copy of the forms and documents sent. The additional records required under the amended rule will assist the enforcement agencies in their enforcement activities relating to rule G-36.

In conjunction with its newly revised Forms G-36(OS) and G-36(ARD), the Board has revised its instructions for completing and submitting the forms in its new publication entitled Form G-36 Manual. This publication will replace, as of January 1, 1998, the Instructions for Filing Forms G-36.

The Form G-36 Manual contains copies of revised Forms G-36(OS) and G-36(ARD), a detailed discussion of rule G-36 and related provisions of rule G-8, on recordkeeping, and rule G-34, on CUSIP numbers and new issue requirements, and item-by-item instructions for completing the forms. The Board strongly urges that both compliance officers and employees of dealers who are charged with completing and submitting Forms G-36(OS) and G-36(ARD) review this new publication.

The Form G-36 Manual may be obtained through the Board's Publications Order Form that appears in each issue of MSRB Reports. The Form G-36 Manual is also available at the Board's web site at www.msrb.org.

Rule G-8. Books and Records to be Made by Brokers, Dealers and Municipal Securities Dealers

(a) Description of Books and Records Required to be Made. Except as otherwise specifically indicated in this rule, every broker, dealer and municipal securities dealer shall make and keep current the following books and records, to the extent applicable to the business of such broker, dealer or municipal securities dealer:

(xv) Records Concerning Delivery of Official Statements, Advance Refunding Documents and Forms G-36(OS) and G-36(ARD) to the Board or its Designee. A broker, dealer or municipal securities dealer that acts as an underwriter in a primary offering of municipal securities subject to rule G-36 (or, in the event a syndicate or similar account has been formed for the purpose of underwriting the issue, the managing underwriter) shall maintain:

(A) a record of: the name, par amount and CUSIP number or numbers for all such primary offerings of municipal securities; ~~and~~ the dates that the documents and written information referred to in rule G-36 are received from the issuer and are sent to the Board or its designee; the date of delivery of the issue to the underwriters; and, for issues subject to Securities Exchange Act Rule 15c2-12, the date of the final agreement to purchase, offer or sell the municipal securities; and

(B) copies of the Forms G-36(OS) and G-36(ARD) and documents submitted to the Board or its designee along with the certified or registered mail receipt or other record of sending such forms and documents to the Board or its designee.

1. File No. SR-MSRB-97-10. Comments submitted to the SEC should refer to this file number.