Thursday, February 20, 2025

The SEC Approves Overhaul For the OTC Marketplace: NASD Joins Clean-Up With Tighter Listing Standard

The Securities and Exchange Commission has proposed a regulatory initiative to curb small-cap fraud and increase the responsibilities of broker dealers quoting small, thinly-traded over-the-counter stocks.

In a similar push, the National Association of Securities Dealers will publish, at the end of this month, a list of companies no longer meeting new standards to list on Nasdaq.

At press time, the SEC declined to comment on the outcome of the agency's Feb. 10 meeting.

At issue was a proposed SEC requirement that all broker dealers research and make available information on companies they quote on the pink sheets and the OTC Bulletin Board. At the moment, only the broker dealer initially quoting the over-the-counter stock is required to review the issuer's financial data. Updates are not required.

The SEC initiative is part of a larger agency drive to cut down on stock fraud. The pink sheets and the OTC Bulletin Board are generally perceived by regulators to harbor some questionably-listed companies.

Indeed, the OTC Bulletin Board, although owned by the NASD, is not held to the regulatory agency's listing standards.

Still, the SEC rule change may encourage rather than discourage small-cap fraud, according to Cromwell Coulson, chairman of the National Quotation Bureau, owner and operator of the manually-traded pink sheets.

"This rule springs from good intentions, but it will have the wrong results," Coulson said. "The new rules may put the information obligation on the broker dealer, who is not controlling the source of information. That information is the responsibility of the listing company."

He added that if broker dealers back away from quoting small-cap stocks, the listings could move to a wholly unregulated marketplace, like the Internet. "That type of black-market trading could hurt investors terribly," Coulson warned.

Separately, the National Quotation Bureau last month announced it would automate the trading of their more than 2,700 listings, pending regulatory approval. Coulson said the new system would provide a real-time bulletin board of market-maker quotations and an electronic-negotiation and order-routing platform for subscribers. He hopes to have the pink sheets fully automated by year's end.

"We will be getting a lot more listings with these new Nasdaq requirements," Coulson said.

On Feb. 23, the NASD is expected to make public a list of companies that do not meet the new Nasdaq listing requirements, with a view of pushing these listings to the pink sheets or the OTC Bulletin Board.

Approved by the SEC last August, the changes include a requirement that all Nasdaq and Nasdaq SmallCap common and preferred stock have a minimum bid price of $1. If a Nasdaq stock dips below $1 for 30 days, the stock has 90 days to return to the $1 mark, where it must close above $1 for ten consecutive days. Failing that, the stock will be delisted. The NASD said this measure is a safeguard against market activity associated with low-priced securities namely stock fraud.

Most Nasdaq stocks will also be required to have two market makers, 400 round-lot shareholders, 750,000 shares in the public float, a market value of at least $5 million and $4 million in net tangible assets.

Additionally, the new rules state that each Nasdaq SmallCap listing must have 300 round-lot shareholders, 500,00 shares in the public float, a market value of at least $1 million and either $2 million in net tangible assets, a $35 million market capitalization or at least $500,000 in net annual income.

Coulson expects more than 2,000 Nasdaq issues to delist to the pink sheets or OTC Bulletin Board this year under the new requirements.

The Changing of the Guard At Top Equity-Trading Firms: It’s the Wall Street Shuffle for Executive

In one of the most-high profile turnovers of its kind in recent memory, several well-known equity-trading executives, at firms that include Donaldson, Lufkin & Jenrette and Cantor Fitzgerald, are leaving the business.

At DLJ, a Dec. 12 internal memo to all employees of the New York-based firm announced the retirement of Robert Antolini, head of equity trading at DLJ. Antolini, topping a Wall Street career spanning four decades, has been with DLJ since 1985.

The memo said Antolini was leaving the firm by month's end. Antolini was succeeded by Robert Padala, previously head of over-the-counter trading at DLJ.

Peter DaPuzzo, president of equity sales and trading at New York-based Cantor, said he intends to retire by year's end, confirming widely-circulated rumors. "I still love the business," said DaPuzzo, who is 57 and a 40-year Wall Street veteran. "But I feel like it's time to move on."

"There have been many changes in this industry recently, and I think Cantor needs fresh blood to keep up with the new rules and maintain strong a business," he added.

DaPuzzo, whose duties became more administrative in recent years, said he plans to set a formal retirement date in the fall. But he doesn't intend to completely abandon the business.

After his retirement, he plans to enter modified service at Cantor, serving as a consultant several days a week. "I could never give it up cold turkey," he laughed.

At Hambrecht & Quist, William R. Hambrecht retired on Jan. 1 as chairman of the San Francisco-based investment bank he founded in 1968 with the late George Quist. Although not a trader himself, Hambrecht's general-brokerage and investment-banking firm is a leading broker dealer and co-manages more than $5 billion in equities. Hambrecht is 62.

Daniel H. Case III, the firm's president and chief executive, will succeed Hambrecht.

Making an unconventional career switch, Jim O'Donnell, president and chief executive of New York-based HSBC Markets and its equity-trading subsidiary, HSBC Securities, will resign in the summer to join the Roman Catholic priesthood. O'Donnell is 36.

An HSBC spokesman would only say that O'Donnell's decision was a "very personal one," and that Krishna Patel, deputy chief executive of HSBC's equities division, is slated to assume O'Donnell's position as head of worldwide business on an interim basis.

Two other top traders, Richard Bruno, the 51-year-old head of the Nasdaq trading desk at New York-based PaineWebber, and Bob Mattis, senior equity trader at Jersey City's Troster Singer, left their firms recently. Mattis has landed on the trading desk cross-town at Sherwood Securities. Bruno, who stepped down along with six other traders as part of a sweeping reorganization, remains a consultant to PaineWebber. He was succeeded by Patrick Davis and William Heenan.

D.E. Shaw Securities Hires Agency Block-Trading Team: An Aggressive Push for Market Share Heats Up

DE. Shaw Securities has embarked on a new business goal, elbowing for more room among the bulge-bracket firms that trade most of Wall Street's agency block orders.

The New York-based broker dealer is directing the operation out of its 50-person U.S. equities unit on the 25th floor of the firm's midtown Manhattan offices.

D.E. Shaw, named after its founder and president, ex-computer professor David Shaw, has a reputation for secrecy. But not when answering questions about its latest hardball tactics wrestling with the giants in the world of agency trading.

"We're utilizing our quantitative expertise and the customer relationships developed in our basket-trading business," said Mony Rueven, a managing director at D.E. Shaw, who heads the U.S. equities unit. "We have a great service."

Most recently, the firm installed a team of sell-side pros to fill the newest niche in D.E. Shaw's overall equity-trading arsenal, with includes a third-market business.

The team includes former New York-based Furman Selz pro Bob Rice, who heads a soft-dollar services unit working with a three-person sales-trading group that was installed last month. The sales trading pros are Tom Shapero and Adrienne Toscano, both previously with Jersey City's Sherwood Securities. They all report to Jim Willsey, head of U.S. equity sales.

"We weren't waiting for the business to come to us," Reuven said. "We put this team in place late last year to sell and to facilitate our block-trading services"

Facing stiff competition from powerhouses such as Los Angeles-based Jefferies & Co. and Cantor Fitzgerald of New York, Rueven was confident, however, that there is room for more players.

Nick Gianakourous, a vice president in D.E. Shaw's equity unit, said the firm averaged up to nine million shares monthly since it started doing agency business in early 1997.

"Our agency business grew by more than 300 percent for the year ended Dec. 31, 1997," he said. About 90 accounts alone were added in the last quarter, bringing the total amount of accounts to "several hundred."

D.E. Shaw is hoping that its quantitative expertise, and its three-year-old principal-guaranteed or basket-trading business, will provide a strong base to build a block-agency business, giving salespeople handling its single stock orders an important supply of inventory.

In addition, the principal-guaranteed and third-market business provides D.E. Shaw with customer relationships, including about 100 broker dealers and institutions on the third-market side, critical for finding natural counterparties on a trade.

A principal trade enables a customer holding a block order to transfer the inherent market risks to a dealer who purchases the shares for his own inventory. The dealer, in turn, hopes to unwind or profit on the position. A principal trade is utilized by many investors to quickly unwind a position in an illiquid stock. Conversely, investors sometimes find it cheaper to cross the stock on an agency basis in highly-liquid stocks.

NASD Launches New Logo

Hoping to create a unified emblem and project its global breadth, the National Association of Securities Dealers has launched a new company-wide logo.

The corporate identity a blue globe swathed by an electronic circuit board will replace logos independently representing the NASD and its subsidiaries, the Nasdaq Stock Market and NASD Regulation.

"We want to let the world know we are one family of businesses," said NASD Chairman Frank Zarb in a prepared statement. "An integrated look is an important element in conveying this message successfully."

Zarb added that the new logo is expected to result in more than $1 million in annual savings. An NASD spokesman explained that a one-stop printing order will save the NASD money, as only one logo will be needed for the NASD and its two subsidiaries.

The spokesman would not disclose the cost of the design nor reveal details on how the contract for the business was awarded.

Clive Chajet, the New York-based artist who designed the new logo, said the NASD wanted to project a strong visual representation for Nasdaq in the design. "Other exchanges have a trading floor or building front as a symbol," Chajet said. "The NASD wanted to create a visual soundbyte for instant recognition."

Chajet added the NASD also wanted to project an international look with high-tech imagery. "I hope that the new symbol captures and symbolizes the NASD's message," he said.

PaineWebber Desk Reduces Nasdaq Market-Making Roster

PaineWebber stopped making markets in more than 200 Nasdaq stocks in the past twelve months, a source familiar with the New York-based firm's equity-trading desk said. The headcount is lower, however, than the number rumored earlier this month.

The source estimated that PaineWebber cut its list of Nasdaq stocks from 735 to 525 within the last year. The reduction was done gradually, and the firm had not cut stocks in recent months.

News of the cuts were first reported in Wall Street Letter, an industry newsletter.

The reduction in Nasdaq stocks may be part of a reorganization of PaineWebber's Nasdaq trading operations in recent months. As reported elsewhere, seven Nasdaq traders left the firm in November, including head trader Richard Bruno. PaineWebber refused to comment whether the resignations were forced or voluntary. Patrick Davis and William Heenan have succeeded Bruno as co-heads of over-the-counter trading.

The Champ: BT Alex. Brown

In trailing 12-month rankings, five firms alternatively took the top spot for 1997 in the aftermarket performance of initial public offerings.

But the king of the hill was Baltimore-based BT Alex. Brown, which planted its banner at the top the last four months of the year, posting a 42.41 percent average annual return as of Dec. 31.

The other sterling contenders, with the number of months each finished first inside brackets, were powerhouse Morgan Stanley Dean Witter (4), New York's CIBC Oppenheimer (2), Arlington Va.-based Friedman, Billings, Ramsey & Co. (1) and New York's Bear Stearns (1).

The rankings were conducted by The IPO Aftermarket, a sister publication of Traders Magazine.

Indomitable

Despite BT Alex. Brown's indomitable position as one of Wall Street's leading underwriters of new equity offerings, the firm's deals were still among the most affordable, according to data provided by Securities Data Co.

After pricing an average 2.2 percent above the mid-point of their filing range, the firm's deals closed 16.4 percent, 18.4 percent and 15.9 percent above offering at the close of first-day, one-week and four-week trading, respectively.

For institutions, and for individual investors often excluded from a deal's initial allocation, that means just one thing more bang for the long-term buck.

For purposes of comparison, the 42 IPOs headed by Morgan Stanley-led syndicates, which priced an average of 11.4 percent above the mid-point of their filing ranges, gained 26.2 percent in first-day trading. But they closed the year an average of just 33.3 percent above offering.

"Aftermarket performance is extremely important," noted Michael Ott, managing director of equity syndication at BT Alex. Brown. "You want to show investors and prospective companies that you not only can successfully underwrite an offering, but also build long-term shareholder value."

Investment in all of the firm's 23 lead-managed offerings would have yielded an average gain of 42.41 percent above offering, supplanting Morgan Stanley, the 1996 champion and four-time leader in The IPO Aftermarket's monthly rankings in 1997.

Diversification

The top five performing IPOs in the BT Alex. Brown stable in 1997 would suggest a heavy slant toward technology outfits. Still, diversification may be at the root of its underwriting success in today's sometimes unpredictable broader markets.

BT Alex. Brown's top five IPOs were Daou Systems (Nasdaq:DAOU), a third-party manager of computer networks, whose stock closed the year at $31.25, or 247.2 percent above its February offering at $9; Radiant Systems (Nasdaq:RADS), a provider of enterprise-wide technology solutions, closed at $28.50, or 200 percent above the $9.50 offering; AHL Services (Nasdaq: AHLS), a staffing and management outsource company, closed at $24.63, or 146.3 percent above the $10 offering; Galileo Technology (Nasdaq: GALTF), an Israeli-based developer of semiconductors, closed at $28.88, or 68.9 percent above the $17 offering; and Yurie Systems (Nasdaq: YURI), a developer of asynchronous transfer-mode products, closed at $20.19, or 68.23 percent above the $12 offering.

Overall, BT Alex. Brown underwrote IPOs from six industry sectors, with the number of IPOs included inside brackets: technology (6), healthcare (3), basic industries (4), consumer (6), real estate (1) and transportation (3). Ott noted that the Sept. 1, 1997 merger of New York-based Bankers Trust and Alex. Brown added three additional sectors to the combined entities' fold: basic industries, energy/power and financial sponsors.

Meanwhile, the aftermarket returns of all underwriters across almost every industry group collapsed amid a fourth-quarter flight to quality. From an average return of 41.1 percent for all IPOs at the end of the third quarter, the high-water mark for the year, trailing 12-month issuance (excluding unit offerings), fell 8.1 percent to 583 deals, while returns on those offerings plummeted to 21.9 percent by year's end.

Gains Pared

Leading the list of underwriters that saw their aftermarket gains pared were San Francisco-based Nationsbanc Montgomery Securities, whose 12-month returns fell to 23.7 percent as of Dec. 31, from 68.5 percent at the end of September; New York-based Prudential Securities, where returns fell to 17.1 percent from 57.1 percent; and BancAmerica Robertson Stephens in San Francisco, whose 18 lead-managed efforts saw aftermarket gains of 13.7 percent, down from 52.8 percent.

"If you look at pricings in December in the new-issue marketplace, it seems pretty rough," Ott said. "But we believe that a lot of that was seasonal and related to a high level of supply in the marketplace, making it a buyer's market."

Attrition and a strong level of issuance last November (86 companies raising $8.18 billion, the heaviest monthly volume of IPOs in the market's history) has largely alleviated the market's glut. The backlog of IPOs and follow-on offerings in registrations peaked at $27 billion as of the week ending Oct. 31. At a current level of about $14 billion, the supply and demand outlook is much more evenly balanced, Ott said.

Stephen Lacey is associate editor of The IPO Aftermarket, a sister publication of Traders Magazine.

Aftermaraket Manager Rankings

Avg. % Chg. Avg. % Chg.

# of Filing IPO to

Book Issues Midpoint 1st-Day

Manager Priced To IPO Close

BT Alex. Brown 23 2.20 16.39

Goldman, Sachs 39 8.88 18.32

Hambrecht & Quist 16 -7.13 18.35

Morgan Stanley Dean Witter 42 11.36 26.23

Bear Stearns 10 -6.90 8.02

Merrill Lynch 38 11.93 12.87

DLJ 24 -2.84 10.34

CS First Boston 19 17.68 8.75

NationsBanc Montgomery

Securities 32 -2.4 7.4

All IPOs* 583 -0.76 13.64

Friedman, Billings,

Ramsey & Co. 11 -6.07 8.30

Prudential 12 -7.89 5.89

BancAmerica Robertson

Stephens 18 7.79 14.11

Salomon Smith Barney 31 0.26 13.76

Lehman Brothers 22 -3.96 6.59

cont'd

Aftermaraket Manager Rankings

Avg. % Chg. Avg. % Chg. Avg. % Chg.

IPO to IPO to IPO to

Close After Close After Close on

1 Week 4 Weeks 12/31/97

18.37 15.97 42.41

16.91 21.64 36.17

12.81 14.41 35.17

23.29 24.93 33.25

8.38 15.72 31.1

9.17 8.52 30.10

7.75 8.26 28.98

7.15 5.37 25.07

20.83 19.26 23.7

13.39 14.05 21.96

8.99 7.55 19.63

8.82 12.77 17.10

14.09 15.27 13.73

14.40 12.53 9.08

4.13 6.28 3.71

Source: Securities Data Co.

*Aftermarket data do not include unit deals

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Market Vendors Making Information More Usable: Open and Flexible Systems Are the Ticket for Busy

Traders are busy people, swamped in market data. So how do they find time to use this data effectively? Try market-data systems that are open, interactive and easily welded to other systems and information sources.

Speed and flexibility are the big kahuna.

In what may be a backlash against proprietary hardware, the market-data industry is undergoing a paradigm shift, moving like the rest of Wall Street from terminals and boxes to systems that are open, fast and more malleable.

Utilize Information

Technological change has swept market-data vendors off their feet, forcing them to de-emphasize hardware and to sell systems that utilize information more efficiently.

Perhaps nowhere is this more evident than in the latest avatar of Bridge Information Systems' Bridge WorkStation, which runs on a 32-bit Windows NT platform. Bridge and many of its competitors are now striving towards making their systems more interactive.

That should please Richard Holway, head of trading at Investment Advisors, a $17 billion money manger based in Minneapolis. "I want interactive technology, to allow me to track my portfolio easily," Holway said.

Holway wants an electronic blotter on his computer, where the market-data feed can be programmed to track his investments to the last fraction. "I want to look at my portfolio from every angle," he added.

Like many of his peers on Wall Street, Holway is looking to his system for information he can use. For example, he follows news alerts on the equities he holds in his portfolio, the put-and-call action, price movement, a market-maker activity list, earnings estimates and any useful information that can have an impact on his portfolio.

That's a far cry from the early days of the ticker, when rumors formed the cornerstone of investing and the tape was an unending roll of paper.

Dawn of 20th Century

At the dawn of the 20th century, in his famous and hugely popular book, "Where the Money Grows," journalist and author Garet Garrett noted that there are those on Wall Street who spent hours reading the ticker-tape, finding trading clues as the machine spewed reams of paper.

As this century draws to a close, much of the paperwork has been reduced by technological gizmos, as professional investors and traders, Nasdaq market makers included, sit hunched in front of their computer screens, looking for information as the numbers fly across the cathode-ray tube.

This is the brave new world, where market data flies across fiber-optic cables, faster than the speed of light, helping the money men and women make or lose small fortunes. With more than half-a-dozen options available, it is no surprise that a trader's desktop computer is more cluttered than the New Jersey turnpike at the height of evening rush hour.

Holway says that in the future, the industry will see a merging of trading and quote systems. His own desk uses Reuters Research & Analytics, which is bundled with another Reuters-owned product, Instinet, a system he frequently uses in trading.

Spending

The importance of technology is underscored by the increasing amount of money securities firms are spending to upgrade their infrastructure. The financial-services industry has historically been very aggressive about adapting information technology, from the use of electromechanical devices in the 1930s, to Internet technology in the 1990s.

According to the Tower Group, a Boston-based research firm, large securities firms are the most substantial investors in information technology. A recent Tower study notes that large firms are using information technology to find trading opportunities that could not otherwise be found.

The study says that firms that invest heavily in applications technology perceive themselves to have better technology than their competitors. The study adds that firms spend more than 15 percent of their total technology budgets on market-data services and trading technologies.

That is good news, of course, for the more than a dozen market-data vendors, including top dogs like Bloomberg, Dow Jones Markets, Reuters' Quotron, Bridge, S&P Comstock and BMI, duking it out for the more than $5 billion-a-year market.

Traders Choose

How do traders choose their market-data providers? And what are the most popular systems?

Tom Norby, head of Nasdaq trading at Portland-based Black & Co., notes that when he is selecting a market-data system, his top priority is the unique information the service provides. That's a view shared by T. Erik Conley, a head equity trader at Chicago-based buy-side firm The Northern Trust Company.

"The ability to get the very latest news, charts and other market data is one of the clinchers," Conley said.

While most pros discount cost, none are willing to compromise accuracy and reliability. In addition, most look for ease of use.

Bridge is the favored vendor on Conley's desk, because, he said, "we need a flexible system accessible from various offices around the country." Bridge has more than 70,000 users worldwide.

Still, Conley has a Bloomberg terminal humming on his desk. Why? "Because Bloomberg never goes down," Conley said. He points out that he decided to use Bloomberg as an option after his Bridge system went down on several occasions.

Conley has company. Most traders tend to use several systems. "I would not feel as comfortable with Bloomberg if it was the only choice," another trader said. Nevertheless, the terminal's ease of use has helped Bloomberg to sell 75,000 of its squat, plain boxes around the world.

Download Data

A major feature Conley wants is the ability to download data to run spreadsheets. That's available in Bridge, which recently purchased Knight Ridder Financial News (thus adding more muscle to its fledgling service).

Bridge, for example, gives professionals an option to retrieve real-time equity, fixed-income, foreign-exchange and commodity prices on the same workstation screen using multiple windows.

However, if the user just wants the data feed, Bridge has an option to integrate feeds from rivals like Dow Jones and Reuters, via new technology called Data Gateway.

Bridge is taking another step. By using cross-platform Java language, the company wants to open its system further, and integrate it even more tightly with Internet and Intranet technologies.

The appetite for open systems, which use technologies like the Internet and Windows NT platforms, has prompted even the likes of Bloomberg to use open standards.

The company recently introduced The Open Bloomberg, a system which allows customers to access its services through their own PC or workstation by interfacing with Bloomberg hardware and software, using a common keyboard that is color coded for Bloomberg applications.

Aggressive

Bloomberg's aggressive moves to take over the desktop world has forced established players like Dow Jones Telerate, now renamed Dow Jones Markets, to be more defensive. Even Reuters' Quotron real-time financial-information system has started distributing information via the Internet.

Some experts, however, feel that this recent trend towards openness is due to fast-declining prices of financial information. That makes it imperative for market-data vendors to give their customers more functionality and to keep them firmly in their fold.

The Great Canadian Pipeline: Canadian Dealers Tap Surge in U.S. Order Flow

The economic boom ushered in by the industrial revolution of the late 19th century sped the modernization of North American cities, and the laying of railroads connecting major centers of commerce in the U.S. and Canada.

At the dawn of the 21st century, technological advances and a surge in stock-market investing among U.S. residents have opened the Canadian markets as never before, propelled not by rail links, but an electronic pipeline, transporting an increasing volume of business.

A network of order-routing and execution systems is carrying Wall Street stock orders for execution on Canada's exchanges.

For Canadian dealers, tapping accessible U.S. equity order flow has become a popular trading strategy, helping broker dealers to reap record profits in recent years.

"Cross-border trading [with the U.S.] is increasingly important," said Paul Bowes, vice president of equity markets at the Toronto Stock Exchange (TSE), Canada's largest exchange. "We [Canadian stock markets] are just beginning to tap our potential."

Surge in Trading

According to the Securities Industry Association, U.S. investors made U.S. $20.42 billion in gross transactions in Canadian equities in the third quarter of 1997, up 9.5 percent from the previous quarter.

Only U.S. equity activity in the U.K. and Japan exceeded the third-quarter gross transactions or purchases plus sales of Canadian stocks.

The New York-based trade group noted U.S.-investor acquisitions of foreign securities in the third quarter of 1997 totaled nearly U.S. $38.6 billion, representing almost half of the U.S. $77.5 billion acquired through the first three quarters of the year. These acquisitions helped push U.S. holdings of foreign stocks and bonds to a record U.S. $1.5 trillion.

"The U.S. interest in Canadian stocks is probably consistent with prevailing implications of global investing by Americans," said Andrew Karolyi, a professor at the Richard Ivey School of Business at the University of Western Ontario. He added that the widespread diversification of global trading has risen with the demand among investors to diversify their portfolios.

With global investing on the rise, Canadian firms are benefiting greatly. The Investment Dealers Association of Canada estimates brokerage revenues accounted for one-half of the financial-industry's revenue in 1997. The Toronto-based trade group reported that brokerage revenues partly through the surge in U.S. business have expanded at an average rate of 18 percent annually since 1993.

"We are dealing with a large number of American firms following the global trend of international investing," said Paul Chalmers, director of international trading at Vancouver-based Canaccord Capital.

Indeed, more than half of Canaccord's 35 equity traders in Vancouver work with U.S. retail and institutional order flow, according to Chalmers. "The population of the U.S., about 270 million people, is almost ten times that of Canada," he added. "Americans are twice as likely to buy stocks as Canadians. Americans are spreading their investments across all markets, and we are benefiting." Chalmers estimates his firm works with 500 broker dealers in the U.S. each year.

In fact, according to Lawrence Booth, a professor of finance at the University of Toronto's Rotman School of Business, a large number of Canadian stocks have as much U.S. ownership as Canadian.

"Americans buying Canadian stocks has become a normal course of business," Booth said. He added that with natural-resource stocks floundering recently, U.S. investors have been surging into the Canadian banking and financial-services industries. "I wouldn't be surprised to hear news of a major Canadian bank merger with all of the activity," Booth said.

"Americans are definitely more interested than ever before in buying in Canada," said Mary Ann Camilleri-Power, international equity trader at Toronto-based Nesbitt Burns. "Our dollar has dropped, so the price of Canadian stock is more attractive."

The Canadian dollar has plummeted so severely, on Jan. 21 it reached its lowest level against the U.S. dollar since 1858 the year it replaced pounds, shillings and pence as a unit of exchange. On Jan. 21, the U.S. dollar was at Canadian $1.45. Financial experts blame the drop on low interest rates in Canada and the recent slide in the price of commodities that are an important part of the Canadian economy.

Consequently, with the U.S. dollar stronger in Canada, Canadian stocks are a more attractive investment for American investors.

At Nesbitt, Camilleri-Power and five other traders in Toronto deal exclusively with U.S. firms. The institutional house also has three international traders in New York.

At Yorkton Securities in Vancouver, international trader Ken Coe estimates 50 percent of order flow across Canadian exchanges comes from the U.S. "I think the advent of new technology will continue to feed this Canadian boom among firms," he said.

Traditionally, business from U.S. dealers was conducted over the telephone. Even today, most dealer-to-dealer interaction is done over the telephone. But several electronic systems are speeding the flow of orders and creating a seamless trading pipeline.

"Electronic systems will create faster, quicker, more efficient vehicles to access liquidity," Karolyi said. "It is the surge in American business that has helped speed their arrival."

Camillieri-Power concurred. "We are trying to improve our systems for a seamless electronic network," she said. "That is clearly the way business is going. We have to make these improvements to keep our clients American and Canadian happy."

Cross-Border Trading

A Canadian dealer, like Chalmers at Canaccord, quotes a market in a stock. U.S. dealers see the quote on their own market-data systems. They call Chalmers to send him their order, and his desk calculates the exchange rate, charges a commission and sends the order to the exchange system for execution. Chalmers then writes and posts the trade in net U.S. funds for the U.S. dealer.

Coe at Yorkton explained that when a U.S. dealer does not have access to his or another Canadian-trader's quote, the initial telephone call from the U.S. is to check his quote. The American dealer will then check Coe's quote with one or two other dealers before routing his order to Coe's desk.

But more orders are being routed electronically. For example, on a VERSUS system, operated by the Toronto-based developer, distributor and licensor of electronic trading systems, VERSUS Technologies, trades are routed directly from a U.S. dealer to the designated exchange or crossed with a participating broker. Orders routed electronically are sent to a Canadian-dealer's desk from an American desk.

Trades executed in Canada are normally cleared in Canada, and Canadian dealers are subject to their national regulatory agencies. On the other end, the U.S. firms are subject to regulation by the Securities and Exchange Commission and the National Association of Securities Dealers.

Canadian Exchanges

All major Canadian exchanges have switched from open-outcry floor environments to electronic trading. Floor brokers have moved to their firm's offices, with trading done from far-reaching and remote locations over computer networks. Each exchange has created its own terminal-based system for trades to be crossed in the electronic pit or filled by the specialist.

Among Canadian exchanges, the TSE accounts for more than 84 percent of the country's trading activity. The 11th most active stock exchange in the world, the TSE set its fifth consecutive yearly value record in 1997 at Canadian $423 billion. Currently, the TSE quoted market value stands at Canadian $1.27 trillion.

Owned by its 101-member brokerage firms, the TSE is currently implementing TOREX, a new trading complex. The TOREX system will offer traders a workstation or trading application to process, monitor, record and execute trades of the TSE's 1,720 listed stocks.

"TOREX will be quite a leap for some of our traders," Bowes said, "but I know it will help our investors in the long run."

The Canadian Dealing Network, a subsidiary of the TSE, is Canada's only organized over-the-counter market. The competitive dealer market similar to Nasdaq traded 2.8 billion shares in 1996, up 70 percent from 1995.

The Montreal Stock Exchange (MSE) is Canada's second major exchange. In 1997, the total MSE trading value reached Canadian $61.91 billion, surpassing the previous record set in 1996 by 23 percent. The MSE saw 1.93 billion transactions last year for its 852 issues. The Boston Link, an agreement with the Boston Stock Exchange, allows the electronic exchange to route retail orders to Boston for automatic execution. The agreement allowed Montreal and Boston dealers to jointly trade 34.3 million shares in 1997.

On the Pacific coast, the Vancouver Stock Exchange (VSE) is a growing market for small-cap and volatile young companies looking for exposure, according to Camilleri-Power. "It's a shooter's market, attracting investors looking for a big gain," she said.

In 1997, a total of Canadian $1.47 billion was raised through the VSE. The electronic venture-capital market specializes in resource-based companies, although technology, commercial and industrial companies have grown in listings in recent years as the exchange has grown. In fact, the VSE welcomed 54 new listings in 1997, the most in seven years.

American Outposts

A number of Canadian firms have opened outposts in the U.S., and are becoming members of American exchanges.

"I think that with globalization and increased regulation, more and more firms are becoming members of foreign exchanges," said Richard R. Angle, head of international trading at Vancouver-based Georgia Pacific Securities. "Sometimes you can get a crappy deal unless you are a member of the foreign exchange you are dealing with."

Camilleri-Power explained her firm has opened an office in New York with three international equity traders, and is now a Nasdaq and New York Stock Exchange member.

Toronto Dominion Bank, the large dealer subsidiary of The Toronto-Dominion Bank, jumped into international trading two years ago with the surge in northbound order flow. They have nearly 25 equity traders in New York, with five focusing on orders originating in Canada for execution on American exchanges. Ray Tucker, vice president and director of the firm, estimates ten percent of TD's international trading is orders sent from Canada to American exchanges.

Trading South

For international traders in Canada dealing with the U.S., the majority of orders are sent from the U.S. for execution on Canadian exchanges. To be sure, some Canadian firms do send orders south for execution in America, and many combine north and southbound business.

Large firms with offices in the U.S. normally send orders from their Canadian desks to their American desks for cheaper executions. Other firms make deals with U.S. firms that send order flow north, Coe said. He added that 30 percent of Yorkton's international trading activity is orders sent to the U.S.

"The trading is no different than that done by U.S. firms sending us orders," Coe added. "But there are just more willing investors and more capital in the U.S."

"Americans," Chalmers added, "are just more likely to buy stock,".

These Canadian dealers remain confident Americans will continue to explore the Canadian markets.

"We think that Canada [Canadian stock] is a wonderful opportunity for U.S. firms," Bowes said. "With our technological innovations, we hope they find it easier to take a second look."

Canada’s Electronic Trading Pipeline

With the surge in U.S. order flow, several technology vendors are integrating systems to streamline and modernize the trading of Canadian equities.

Toronto's VERSUS Technologies is a developer, distributor and licenser of electronic trading systems, and the parent of electronic brokerage firm VERSUS Brokerage Services (VBSI) and The VERSUS Network (VTN). The VTN is a private electronic network connecting institutions and investment dealers to Canadian exchanges and other liquidity sources.

Brokers sponsor institutional access to the VTN. VBSI, the 15th largest Canadian broker dealer, is one of 17 participating brokers in the VTN. "What we offer is ubiquitous access," said John Reilly, chief executive officer of VBSI.

Here's how U.S. traders use the VTN: After entering the Canadian stock symbol in the system, the user receives a quote in U.S. funds with the current quoted spread and size. The order is then sent to the appropriate exchange. The participating Canadian broker receives an agency commission on the American order. Filled orders are reported to the system in U.S. dollars.

Reilly said the sponsoring broker pays 12 percent of their agency commission to the VTN. The client pays only when VBSI is the sponsoring broker.

The VTN has a daily volume of roughly 20 million shares, and routes about 20 percent of the electronic orders directed to the Toronto Stock Exchange and the Montreal Stock Exchange, according to Reilly.

Participants handling more than 90 percent of Canadian assets have VTN access. VTN users can interface through the network with market-data and backoffice service providers.

At the moment, VERSUS operates the only major electronic trading system in Canada. Still, other systems are in use on Canadian desks including platforms from U.S. vendors Davidge Data Systems and Automatic Data Processing, and the Canadian vendor Dataphile Software.

DAVNET, the New York-based Davidge's message-routing network, links brokers with exchanges and institutions with brokers. DAVNET routes over 50,000 messages each day between 1,000 institutions, 80 brokers and 27 exchanges and market makers.

Users of DAVNET can buy the system and pay a licensing fee, or become a monthly subscriber, paying a U.S. $650 monthly fee, plus a U.S. 25 cent per-execution charge for all fills.

John Davidge, sales manager at Davidge, said DAVNET is more oriented to the sellside as a tool for retail customers. "With a system like VERSUS [the VTN], it is a more developed platform with full service in one place," he said. "We feel like we give our Canadian clients more choices. They can integrate other applications and make their own choices with DAVNET."

A competitor in Canada and the U.S., Automatic Data Processing is a Roseland, N.J.-based provider of electronic transaction processing, data communications and information services. Last year, their brokerage system handled an average of 475,000 trades in North America each day. The company boasts 750,000 clients with links to more than 18,000 dealers worldwide.

Dataphile Software is a Vancouver-based vendor operating a front-office system for order management and portfolio analysis. The company, which also offers a real-time backoffice system and an Internet-accessed account system, processes more than 500,000 orders a year.

"You have to find the newest ways to satisfy American clients," said Paul Chalmers, director of international trading at Vancouver-based Canaccord Capital and Dataphile client. "Using the current technology is a way to do that."

Canadian Securities Industry The Statistics

1997 1996 Change

Firms 182 180 1%

Employees 31,962 28,891 11%

Integrated-Firm Revenue $4,281 $3,503 22%

Institutional-Firm Revenue $981 $869 13%

Retail-Firm Revenue $973 $971 0%

Firms With Profits 143 140 2%

Firms With Losses 39 40 -3%

Operating Revenue $6,235 $5,345 17%

Operating Expenses $2,479 $2,103 18%

Operating Profit $1,541 $1,413 9%

Note: Figures tabulated January to September

Note: All dollar figures in millions, Canadian

Source: Investment Dealers Association of Canada

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Face To Face: Market Makers Confront NASD Officials:Does Nasdaq Trading Proposal Put Traders in D

About 65 traders had a private meeting with Nasdaq officials last month at New York's Marriott Financial Center. The officials stood before the crowd of market makers with a strange air of optimism and resignation.

The crowd came seeking the truth: Will the integrated order-delivery and execution system proposed by the National Association of Securities Dealers bore a big, gaping hole in their bottom line?

The mood at the Marriott was slightly surreal. Cordial but tense. No shouting matches, no brawls, just some bruised egos and professionals worried about the future.

OptiMark

Earlier in the month, diplomacy seemed to fly out the window, leaving many market makers seething over the atmosphere of secrecy that preceded Nasdaq's agreement in principle with OptiMark Technologies to fuse OptiMark's electronic crossing network with Nasdaq.

Worse, some market makers said stitching these two systems together would have horrible consequences.

"The OptiMark agreement is a total abomination," snapped Kenneth Pasternak, president and chief executive at Jersey City-based wholesaler Knight Securities, in an interview days after attending the meeting. "Market makers are totally against it."

Like the voluntary limit-order file sponsored by the NASD if it is approved, the separate OptiMark link in the NASD's plan for a new trading platform originally dubbed Next Nasdaq could disintermediate much of the order-execution process.

That would allow, for example, institutional and retail customers to anonymously, and without disclosure, search out the best prices for their orders using unique satisfaction profiles. In fact, OptiMark promises to aggregate and cross buyers and sellers every 90 seconds using algorithms and powerful computing that only recently dropped sufficiently in price to make its utilization cost effective [see Trading Strategies, page 84].

Still, OptiMark has not received the same serious public scrutiny as other trading systems did in the past, partly because only a handful of people seriously understand how it works, raising fears that it may be unsatisfactory like a well-marketed damp squib, according to some industry pros.

What's more, some traders are worried that Nasdaq will exercise warrants enabling it to acquire an ownership stake in a system that could accelerate Nasdaq's drift towards an order-driven agency market.

Interviews

In other interviews days after the meeting, which was sponsored by the Security Traders Association, feelings among traders about the NASD's proposals were running deep. "If we give access to institutions, then what in hell do they need us for anymore, except when they can't get anything done," said Bill Whalen, head of Nasdaq trading at New York-based Furman Selz. "Institutions can now become our competitors."

Another Nasdaq trader, Fred Ott of Neidiger Tucker in Denver, said, "the old traders, guys that have been in the business for 30 years, feel these proposals are a slap in the face."

STA President John Tognino was more diplomatic, but did not mince his words either. "The concerns [of traders] are genuine and center on whether the NASD, as a self-regulator, should be allowed to develop a voluntary, consolidated limit-order book that could become a defacto [mandatory] limit-order book," he said.

Nasdaq was represented at the meeting by its president, Alfred Berkeley, and executive vice president J. Patrick Campbell. On the NASD side was chief operating officer Rick Ketchum, senior vice president of trading and market services Bill Broka, and senior vice president of NASD market operations Glen Shipway. They spent the meeting taking tough questions and selling Nasdaq's latest proposals with undeniable courage.

No, this was not an easy sell. But some parts are easier to sell than others. For one thing, Nasdaq proposes to provide market makers relief, however clunkily, from orders sent to their desks by firms somehow seeking to manipulate the market. The plans gives traders up to 17 seconds to adjust, accept, decline or do nothing on orders up to 5,000 shares, and up to 32 seconds on orders of 5,000 shares or more.

For another, few Nasdaq market makers question the proposal to scrap SOES and SelectNet and replace them with a single entry point for order executions and trade negotiation. The past 12 months have been a living nightmare for traders whose pocketbooks depend on these systems.

That's because the SOES and SelectNet windows allow a trader to access another trader's quote almost simultaneously on SOES and SelectNet, subjecting that latter trader to an unintended double liability. The problem is further complicated when traders are working a combination of telephone and SOES and SelectNet orders.

Traders, however, have hard feelings about an integrated order-delivery system stitched to OptiMark. Many resent the fundamental shift they see taking place in Nasdaq, implemented by the NASD under Securities and Exchange Commission prodding.

Reform Mode

With the fires of two government investigations and a class-action lawsuit settlement against Nasdaq still smoldering, Nasdaq is in a reform mode. But some traders think it is moving too far, too fast. "It makes me very queasy," said Dan Franks, an equity trading boss at Scott & Stringfellow in Richmond, Va.

Nasdaq is traveling on the road built by the order handling rules, leading to a marketplace partly conceived in private meetings of its Quality of Markets Committee. The Promised Land is pools of liquidity, electronically interacting to match customers' best bids and offers on a price and time-priority basis.

Stretching the biblical metaphor, could Nasdaq be destined to wander aimlessly in the desert? That's open question, but some traders do think Nasdaq is traveling carelessly.

"I am not against technology," Franks explained, "but we need to slow down first on rule changes until the current changes in our market have worked their way through the system and been tested in a variety of markets."

Some traders on the institutional buyside have a different view. "Nasdaq is listening to the institutional investors," said Harold Bradley, head of trading at Kansas City-based American Century. "It is trying to move its market closer to the point of purchase, which is what these institutional investors have said in survey after survey. They want anonymity. They want control."

Bradley is very close to the major developments now swirling about Nasdaq. He is a member of Nasdaq's Quality of Markets Committee and American Century is an investor in OptiMark.

Fait Accompli?

Although the NASD new-look trading platform is hardly a fait accompli, and must first be approved by the SEC, some market makers have concluded the current plan could hurt their business.

When E.E. "Buzzy" Geduld, president of Jersey City-based wholesaler Herzog, Heine Geduld, protested at the Marriott meeting that the NASD proposals if enacted would compete with market makers, the NASD's Ketchum brushed his concern aside with a sly dig that payment-for-order-flow arrangements today give market makers an unfair competitive advantage over others.

Leveling the playing field was repeated ad nausea by Nasdaq officials at the meeting, according to one participant, a medium-sized, market maker based in the New York area.

Nasdaq officials at the meeting said Nasdaq wants to share revenues generated on the voluntary limit-order file with firms designated as primary market makers. They did not make it exactly clear how that revenue-sharing arrangement would work, but the aforementioned market maker interpreted the comments as good news for medium-sized firms and bad news for wholesale-trading powerhouses.

The trader said the proposal could give his firm an opportunity to pick up business previously monopolized by several large wholesalers with payment-for-order-flow arrangements.

At the moment, Nasdaq is aiming to tighten primary market-making standards. While these currently set the minimum frequency market makers must be on the best bid and offer in a stock, and provide a short-sale rule exemption, among other requirements, the potential rewards are wonderful, said the same trader with the medium-sized New York-area firm.

"The retail customer will pay a tiny, de minimus commission to his broker, but the customer will still save money on price improvement," the trader said. "The broker, in turn, will send the order to me or put it directly in the book, and I will be guaranteed a proportion of the fee for providing liquidity." Primary market-making status is also required by market makers that want to sponsor institutional access to the new system.

However, the STA's Tognino said it was premature to draw conclusions about revenue-sharing arrangements.

In fact, it is too early to count who the real winners and losers would be if Nasdaq ploughs ahead with its new trading-platform plan. Conceivably, Instinet and POSIT, as well as market makers who duke it out for order flow today, may not have to do so in the future. Sadly or not, order flow may simply bypass them.

American Century's Bradley is not worried. "These systems are based on a hugely flawed market structure," he said. "It took somebody to come down and threaten the existing infrastructure and expose it as a fraud."

As traders dissolved gloomily after the Marriott meeting into the Manhattan evening, snatches of overheard conversation told another story. Some market makers are on a slow boil.

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