FOR IMMEDIATE RELEASE 98-81 SEC Chairman Arthur Levitt Announces Measures to Improve Transparency of Corporate Debt Market Washington, DC, September 9, 1998 -- Securities and Exchange Commission Chairman Arthur Levitt today announced new measures that will dramatically improve the price transparency/* of the corporate debt market. Levitt also discussed preliminary findings from an SEC review of the debt securities market. In a speech at the Media Studies Center in New York City, Chairman Levitt called for increased price transparency in the corporate debt market, saying, "Investors have a right to know the prices at which bonds are being bought and sold. This will help them make better decisions, and it will increase confidence in the fairness of the markets. The sad truth is that investors in the corporate bond market do not enjoy the same access to information as a car buyer or a homebuyer or even a fruit buyer. And that's unacceptable. Guesswork can never be a substitute for readily available price data." To address the lack of price transparency in the corporate debt market, Chairman Levitt said that the National Association of Securities Dealers has agreed to take the following action: * Adopt rules requiring dealers to report all transactions in U.S. corporate bonds and preferred stocks to the NASD and to develop systems to receive and redistribute transaction prices on an immediate basis; * Create a database of transactions in bonds and preferred stocks. This will enable regulators to take a proactive role in supervising the corporate debt market, rather than only reacting to complaints brought by investors; and * Create, in conjunction with the development of a database, a surveillance program to better detect fraud in order to foster investor confidence in the fairness of these markets. Levitt noted, "These actions will likely result in a higher level of price transparency for the corporate debt market than what currently exists in municipal securities. And with the strong improvements the municipal markets have undertaken recently, this is no small accomplishment. I hope that in the near future corporate securities will no longer be lagging but, rather, leading in the pursuit of greater price disclosure." SEC Review of Debt Securities Market Earlier this year, the SEC began reviewing the U.S. market for debt securities. The preliminary findings: First: Overall, the bond market is functioning effectively. The initial review found that the market for government securities is characterized by high-quality pricing information for investors. The review suggests that because of steps taken over the last few years, transparency is much greater in the municipal securities market. However, in the area of corporate bonds, price transparency is simply not up to par. Chairman Levitt said, "Technology is revolutionizing how business is conducted. But the corporate debt market still remains one of the last major markets in the United States to not have some type of electronic price disclosure system. I think it is fair to say that the recent volatility in the markets underscores the need for greater price transparency in this market." Second: The staff review found anecdotal reports that certain mortgage-backed securities, known as collateralized mortgage obligations (CMOs) are being sold to individual investors without those investors having full understanding of the risks involved. (A CMO is a bond with a percentage interest in a pool of home mortgages.) Chairman Levitt said, "These are complex financial instruments. Even professionals require sophisticated analytical tools to evaluate them properly. I doubt that many individual investors realize exactly what they have purchased. I am also troubled by reports that brokers may be marketing only the higher- risk classes -- or tranches -- to individual investors, while lower-risk classes are sold exclusively to institutions." Third: The analysis found anecdotal reports of the possible misuse of inside information in the high-yield market. The Commission learned that investment bankers and institutional investors who buy high-yield corporate bonds sometimes participate in syndicated loans for those same corporations issuing high-yield debt. Chairman Levitt said, "These participants in syndicated loans are entitled to send representatives to regular meetings with the borrower's management and bankers. Fine. But if confidential information from internal discussions in these meetings is improperly used or leaked -- affecting the prices of these companies' bonds -- that would be unacceptable." He continued, "Insider trading -- whatever its form -- is simply wrong. These matters are now under investigation and you can be sure that if we discover abuses, we will be quick to take action." Chairman Levitt concluded, saying, "If we continue to be vigilant in the dissemination of market information to all investors, our nation's markets will remain the envy of the world. You can be sure the SEC will do its part. I expect all our markets to do theirs." Background Information on Bond Market The bond market's significance is matched only by its size. While New York Stock Exchange equity trading amounts to $26 billion per day, total trading volume in all bond markets total roughly $350 billion per day. U.S. corporate bonds outstanding have more than quadrupled since 1980. Municipal bonds have experienced similar growth. The total value of the bond market today is more than $10 trillion -- up approximately 400 percent since 1980. /*(Transparency in the securities markets is the extent to which timely data on prices is visible and understandable to all market participants.) # # #