[Federal Register Volume 60, Number 33 (Friday, February 17, 1995)]
[Notices]
[Pages 9418-9419]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 95-4046]
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SECURITIES AND EXCHANGE COMMISSION
[Release No. 34-35362; File No. SR-OCC-94-13]
Self-Regulatory Organizations; The Options Clearing Corporation,
Notice of Filing and Immediate Effectiveness of Proposed Rule Change
Amending the Stockholders Agreement
February 13, 1995.
Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934
(``Act''),\1\ notice is hereby given that on December 28, 1994, The
Options Clearing Corporation (``OCC'') filed with the Securities and
Exchange Commission (``Commission'') the proposed rule change as
described in Items I, II, and III below, which Items have been prepared
primarily by OCC. The Commission is publishing this notice to solicit
comments on the proposed rule change from interested persons.
\1\15 U.S.C. Sec. 78s(b)(1) (1988).
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I. Self-Regulatory Organization's Statement of the Terms of Substance
of the Proposed Rule Change
OCC proposes to amend Section 2 of its Stockholders Agreement to
extend the voting agreement contained therein for a term coextensive
with the term of the Stockholders Agreement and to conform the
Stockholders Agreement to an amendment made to OCC's Restated
Certificate of Incorporation providing for public directors on OCC's
board of directors.\2\ OCC also proposes to amend its address and that
of the Chicago Board Options Exchange, Inc. as they appear in the
Stockholders Agreement.
\2\For a description of the amendment to OCC's Restated
Certificate of Incorporation providing for public directors on OCC's
board of directors, refer to Securities Exchange Act Release No.
30449 (March 6, 1992), 57 FR 8949 [File No. 92-02] (order approving
proposed rule change).
[[Page 9419]]
II. Self-Regulatory Organization's Statement of the Purpose of, and
Statutory Basis for, the Proposed Rule Change
In its filing with the Commission, OCC included statements
concerning the purpose of and basis for the proposed rule change and
discussed any comments it received on the proposed rule change. The
text of these statements may be examined at the places specified in
Item IV below. OCC has prepared summaries, set forth in sections (A),
(B), and (C) below, of the most significant aspects of such statements.
A. Self-Regulatory Organization's Statement of the Purpose of, and
Statutory Basis for, the Proposed Rule Change
OCC proposes to amend Section 2 of its Stockholders Agreement to
extend the voting agreement for a term coextensive with the term of the
Stockholders Agreement. OCC also proposes to amend the Stockholders
Agreement so it conforms to an amendment made to OCC's Restated
Certificate of Incorporation providing for public directors on the
board of directors, which was approved by the Commission on March 6,
1992.\3\ In addition, OCC proposes to amend its address and that of the
CBOE as they appear in the Stockholders Agreement.
\3\Supra note 2.
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OCC, the American Stock Exchange, the Chicago Board Options
Exchange, the New York Stock Exchange, the Pacific Stock Exchange, and
the Philadelphia Stock Exchange are parties to a Stockholders Agreement
dated January 3, 1975, as amended. Pursuant to Section 13 of the
Stockholders Agreement, the voting agreement contained in Section 2 of
the Stockholders Agreement will expire on January 3, 1995, unless
extended.
In the past, Delaware law required that voting agreements among
stockholders be limited to a term of ten years or less. However, a
recent amendment to Delaware law eliminated the ten year limitation.
Accordingly, the proposed amendment to the Stockholders Agreement would
extend the voting agreement contained in Section 2 for a term
coextensive with the term of the Stockholders Agreement which is
effective until terminated by the mutual agreement of OCC and each
stockholder.
OCC also proposes to amend the Stockholders Agreement to conform it
to an amendment made to OCC's Restated Certificate of Incorporation
providing for public directors. OCC proposes to: (1) define public
director in the same manner as defined in OCC's Certificate of
Incorporation and By-Laws; (2) to include public directors in Section
2, Voting Shares of Stock; and (3) to add language to Section 3, Clause
(ii) regarding the election of public directors. OCC also proposes to
amend the addresses of OCC and the CBOE as they appear in Section 15
(a) and (b) of the Stockholders Agreement, respectively.
The Commission believes that the proposed rule change to OCC's
Stockholder's Agreement is consistent with Section 17A of the Act and
specifically with Section 17A(b)(3)(C).\4\ Section 17A(b)(3)(C)
requires that a clearing agency assure fair representation of its
shareholders or members and participants in the selection of its
directors and administration of its affairs. The proposed rule change
provides fair representation to stockholders by extending their voting
rights to a term coextensive with the term of the Stockholders
Agreement. The proposed rule change also assures fair representation in
the selection of its directors and administration of its affairs by
providing for public directors in conformity with OCC's Restated
Certificate of Incorporation.
\4\15 U.S.C. Sec. 78q(b)(3)(C) (1988).
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B. Self--Regulatory Organization's Statement on Burden on Competition
OCC does not believe that the proposed rule change would impose any
burden on competition.
C. Self-Regulatory Organization's Statement on Comments on the Proposed
Rule Change Received from Members, Participants or Others
Written comments were not and are not intended to be solicited with
respect to the proposed rule change, and none have been received.
III. Date of Effectiveness of the Proposed Rule Change and Timing for
Commission Action
The foregoing rule change has become effective pursuant to Section
19(b)(3)(A)(iii)\5\ of the Act and pursuant to Rule 19b-4(e)(3)\6\
promulgated thereunder, because the proposal is concerned solely with
the administration of OCC. At any time within sixty days of the filing
of such rule change, the Commission may summarily abrogate such rule
change if it appears to the Commission that such action is necessary or
appropriate in the public interest, for the protection of investors, or
otherwise in furtherance of the purposes of the Act.
\5\15 U.S.C. Sec. 78s(b)(3)(A)(iii) (1988).
\6\17 CFR 240.19b-4(e)(3) (1994).
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IV. Solicitation of Comments
Interested persons are invited to submit written data, views, and
arguments concerning the foregoing. Persons making written submissions
should file six copies thereof with the Secretary, Securities and
Exchange Commission, 450 Fifth Street, N.W., Washington, D.C. 20549.
Copies of the submission, all subsequent amendments, all written
statements with respect to the proposed rule change that are filed with
the Commission, and all written communications relating to the proposed
rule change between the Commission and any person, other than those
that may be withheld from the public in accordance with the provisions
of 5 U.S.C. Sec. 552, will be available for inspection and copying in
the Commission's Public Reference Section, 450 Fifth Street, N.W.,
Washington, D.C. 20549. Copies of such filing will also be available
for inspection and copying at the principal office of OCC. All
submissions should refer to File No. SR-OCC-94-13 and should be
submitted by March 10, 1995.
For the Commission by the Division of Market Regulation,
pursuant to delegated authority.\7\
\7\17 CFR 200.30-3(a)(12) (1994).
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Margaret H. McFarland,
Deputy Secretary.
[FR Doc. 95-4046 Filed 2-16-95; 8:45 am]
BILLING CODE 8010-01-M
