CONTENTS Statements of — Bevis, Herman W., Executive Director, Banking and Securities In- 1318, 1413, 1490 Casey, Hon. William J., Chairman, Securities and Exchange Celler, Hon. Emanuel, a Representative in Congress from the State of Delahunty, Christopher J., President, Pacific Coast Stock Exchange Du Pont, Henry W., Chairman of the Board and President, SCI-TEK, Haack, Robert W., President, New York Stock Exchange, Inc., ac- companied by Donald L. Calvin, Vice President.. Howland, Richard B., President, Stock Clearing Corporation, New Kaestner, Frank W., Senior Vice President, Manufacturers Hanover Loeffler, Robert M., Senior Vice President-Law, Investors Diversified Services, Inc.; accompanied by Richard M. Phillips, Esq., of Hill, Christopher & Phillips, Special Counsel to IDS. Loomis, Hon. Philip A., Jr., Commissioner, Securities and Exchange Macklin, Gordon S., President, National Association of Securities Dealers, Inc., accompanied by Lloyd J. Derrickson, Vice President Maller, Robert R., Senior Vice President, United States Trust Montross, Phillips M., President, Midwest Stock Exchange Clearing Morgan, David H., President, National Clearing Corporation, Needham, James J., Commissioner, Securities and Exchange Noyes, Clifford H., Regional Vice President, North American Rockwell Information Systems Company -- O'Connor, Bernard, Vice President and General Manager, United Peake, Junius W., General Partner, Shields & Company --- 1373, 1413, 1490 Pollack, Irving M., Director, Division of Trading and Markets, Securities and Exchange Commission. Reinisch, Hans Randolph, President, National Shareholders Asso- Schapiro, Morris A., President, M. A. Schapiro & Co., Inc.; accom- panied by George D. Reycraft, Esq., and Thomas A. Russo, Esq., of Cadwalder, Wickersham & Taft- Stanley, Associate Director, Division of Trading and Markets, Securities and Exchange Commission.- Weinberg, Eli, Partner, Lybrand, Ross Bros. & Montgomery Co.--' 1540, 1613 Prepared statement submitted by Page Bevis, Herman W. 1321 Delahunty, Christopher J 1354 Du Pont, Henry W., with exhibits and charts. 1382 Haack, Robert W. 1732 Howland, Richard B., with exhibits 1328 Kaestner, Frank W. 1369 Loeffler, Robert M. 1669 Macklin, Gordon S. 1739 Maller, Robert R.. 1555 Montross, Phillips M. 1346 Morgan, David H. 1364 Needham, James J. 1317 Noyes, Clifford H.. 1549 O'Connor, Bernard, to include an article; illustrations; a speech by Fred R. Esty, Chairman of the Board, United States Banknote 1561 Peake, Junius W. 1377 Reinisch, Hans Randolph, to include article and attachments with illustrations. 1696 Securities and Exchange Commission, with extracts. 1713 Sporkin, Stanley 1539 Weinberg, Eli. 1542 Additional material submitted for the record byAmerican Stock Exchange: List of all members and top staff, including their places of residence 1496 Banking and Securities Industry Committee (BASIC): List of all members and top staff, including their places of residence 1494 Notes submitted by Herman W. Bevis on his study of the German, French, and of Morgan Guaranty's Euro-Clear depository --- 1509 Calvert, Gordon L., Investment Bankers Association of America: Letter dated October 6, 1971, urging prompt enactment of legis lation abolishing stock certificate for use in interstate commerce.. 1580 Celler, Hon! Emanuel: Letter dated November 12, 1971, to Richard W. McLaren, re concern of antitrust implications of the New York 1646 Ernst, Martin L., Vice President, Arthur D. Little, Inc.: Letter dated October 15, 1971, elaborating on industry's automation problems.- 1577 Federal Bar Journal: Article entitled “The Status of Regulatory Independence,” by A. Everette MacIntyre-- 1811 McLaren, Richard W.: Letter dated November 19, 1971, in reply to letter of November 12, 1971, from Hon. Emanuel Celler.. 1650 McNeill, Charles R.: Letter dated November 16, 1971, clarifying misunderstanding of testimony of October 18, 19, and 20. 1524 National Association of Securities Dealers, Inc. (NASD): Letter dated July 22, 1971, from Gordon S. Macklin, in reply 1426 1498 Letter dated November 18, 1971, submitting views in planning a clearing facility in New York. 1531 National Clearing Corporation: List of all members and top staff, including their places of residence and business addresses.. 1499 New York Stock Exchange: Letter dated July 8, 1971, setting forth N YSE thoughts on the forthcoming introduction of a continuous net settlement system 1424 Letter dated October 22, 1971, setting forth a listing of the names, business addresses, home addresses of the governors, president, 1494 Material relating to the incorporation of the New York Stock Exchange 1755 V Page 1534 1632 1440 1534 1415 1757 1800 1395 1709 1458 1450 Additional material submitted for the record by-Continued Nicholson, Clayton M., Vice President of the Stock Transfer Associa tion, Inc.: Letter dated November 19, 1971, explaining action taken by his organization in the problems of the securities industryO'Connor, Bernard, article entitled “Optical Speed Reading Peat, Marwick, Mitchell & Co.: Letter dated June 21, 1971, re material submitted pertaining to various proposals for dealing with security certificate immobilizing certificate in depositories Securities and Exchange Commission: Letter dated December 15, 1971, setting forth SEC opinion re garding statutory authority of SEC to compel NASD to adopt attachment- Exchange attachments. submitted to the Office of Management and Budget for clearance from late 1968 to 1970, where data processing was a significant factor in failure, with attachments... Securities Exchange Act release 8543 and other sundry releases-Steadman, John M., The Law School, University of Pennsylvania: Letter dated April 5, 1971, to Commissioner Smith, SEC, regarding views to eliminate all stock certificates. Subcommittee on Commerce and Finance: Article entitled "Securities Struggle—Battle for Influence Over Stock Trading Looms on Wall Street” Finance and the SEC, re policy of placing rule 17a-8 proposals in a public file- William J. Casey, to inform him as to the statutory basis for and Budget.. P. Shultz, Director, Office of Management and Budget, re- simultaneously with submitting such material to Congress---- Chief Justice of the United States, asking his views re what eral's Office letter from Hon. John E. Moss, dated October 20, 1971. 1971, replying to letter of October 20, 1971, from Hon. John E. Moss... dated October 19, 1971, submitting position papers to Subcommittee titled “A System of Certificateless Stock Transfers' 1585 1419 1666 1800 1808 1809 1808 1809 1533 1581 PARTS 4 AND 5 APPENDIXES M. Answers to Questions, by Herman W. Bevis, Executor Director, Page BASIC.. 1833 N. Comprehensive Securities Depository System-Study of Canceled Stock Certificates, with statistical tables, exhibits, and charts.. 1838 0. Making the Certificate Machine-Readable (Discussion Paper, September 9, 1970) 1869 P. Research Report on Making the Certificate Machine-Readable. 1888 Q. The Machine-Readable Certificate Project 1893 Ř. Four Proposed Uniform Forms—Transfer Instruction Delivery Ticket Comparison Reclamation Form.. 1895 S. The Billion-Share Automated Securities Depository (Central Certificate Service) 1908 T. Memorandum of Understanding on a Comprehensive Securities De pository System.. 1922 U. Chronology of the New York Stock Exchange, Stock Clearing Corpo ration. 1929 V. Operating Rules of the National Clearing Corporation. 1935 W. Report and Recommendations of the Security Imprinting and Process ing Task Force of the Committee on Uniform Security Identifica- 1960 X. OCR Equipment for Reading Stock Certificates (Report to BASICJuly 1970), with charts, tables, and exhibits.. 1971 Y. Letter from Chairman Casey of SEC to Mr. Moss regarding fails, with charts, tables, and exhibits. 2012 Z. Suggest approach to the National Clearing Problem, with charts and exhibits 2039 AA. Securities Industry Overview Study 2055 BB. Paper Crisis in the Securities Industry: Causes and Cures.. 2159 CC. The Role of Banking in Elimination of the Stock Certificate..-.. 2306 DD. Seminar—Is the Stock Certificate Necessary?-- 2367 EE. The Multiple Causes of Fails in Stock Clearing in the United States (Volumes I and II)-- 2413 FF. A Securities Handling System for the 1975 Era-Report to New York Stock Exchange 2560 GG. Reducing Costs of Stock Transactions: A Study of Alternative Trade Completion Systems—Vol. I: Summary of Results 2596 HH. Reducing Costs of Stock Transactions: A Study of Alternative Trade Completion Systems—Vol. II: Evaluation of Selected Alternatives. 2616 II. Reducing Costs of Stock Transactions: A Study of Alternative Trade Completion Systems—Vol. III: The Trade Completion Simulation 2676 JJ. Reducing Costs of Stock Transactions: A Study of Alternative Trade Completion Systems—Supplement to Vol. III: The Computer 2768 KK. A Presentation for the Elimination of the Stock Certificate, by Compute-O-Gram Systems, Inc.- 2850 STUDY OF THE SECURITIES INDUSTRY MONDAY, OCTOBER 18, 1971 HOUSE OF REPRESENTATIVES, Washington, D.C. The subcommittee met at 10:15 a.m., pursuant to notice, in room 2321, Rayburn House Office Building, Hon. John E. Moss (chairman) presiding Mr. Moss. The subcommittee will be in order. This morning the Subcommittee on Commerce and Finance of the House Committee on Interstate and Foreign Commerce opens the fourth in its series of hearings in its study of the securities industry. In our last hearing we focused on problems of accounting, specifically the need for uniform accounting procedures and uniform and more extensive disclosure to customers of broker-dealers' financial condition, as well as the adequacy of audit procedures. Now we shall turn to another important problem, namely, the pervasive effect of the stock certificate as a primary factor in back office difficulties and an obstacle to the rapid and efficient processing of transactions both on the exchanges and over the counter. These hearings will focus on the feasibility and desirability of one or more depositories to immobilize stock certificates, the development of a machine-readable certificate and accompanying documents, and the development of a more efficient system for clearance, settlement, delivery, and transfer of securities. A later hearing, scheduled for October 26 and 27, will consider the possibility of totally eliminating the stock certificate. As in our prior hearings, we have determined that this hearing will take the form of a panel discussion rather than the usual formal presentation of statements. In this way, the subcommittee hopes, it will be possible to achieve an interchange of views, both between this subcommittee and the panelists and between the panelists themselves. At the outset, each panelist has been asked to present a brief summary of his views. The written statements will, of course, be made a part of the record and the Chair, at this point, requests unanimous consent to include such statements in the record as they are presented. Is there objection! Hearing none, that will be the order of the committee. I appreciate the difficulties inherent in the next request, but I ask that you keep your summaries as brief as possible. I hope that 10 minutes will suffice. If there are points left uncovered, you may pick them up at a later stage in our discussion. |