[Federal Register Volume 63, Number 67 (Wednesday, April 8, 1998)]
[Notices]
[Pages 17253-17254]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 98-9126]
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SECURITIES AND EXCHANGE COMMISSION
[Release No. 34-39826; File No. SR-PTC-98-01]
Self-Regulatory Organizations; Participants Trust Company; Notice
of Filing and Order Granting Accelerated Approval of Proposed Rule
Change Relating to a Decrease in the Number of Directors
April 1, 1998.
Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934
(``Act''),\1\ notice is hereby given that on February 17, 1998, the
Participants Trust Company (``PTC'') filed with the Securities and
exchange Commission (``Commission'') the proposed rule change as
described in Items I and II below, which items have been prepared
primarily by PTC. The Commission is publishing this notice and order to
solicit comments from interested persons and to grant accelerated
approval of the proposed rule change. The staff of the Board of
Governors of the Federal Reserve System concurred with the Commission's
granting of accelerated approval.\2\
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\1\ 15 U.S.C. 78s(b)(1).
\2\ Telephone conversation with John Rudolph, Supervisory Trust
Analyst, Board of Governors of the Federal Reserve Board.
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I. Self-Regulatory Organization's Statement of the Terms of
Substance of the Proposed Rule Change
The proposed rule change involves an amendment to PTC's by-laws to
reduce the number of directors on its board from fifteen to twelve.
II. Self-Regulatory Organization's Statement of the Purpose of, and
Statutory Basis for, the Proposed Rule Change
In its filing with the Commission, PTC 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. PTC has prepared summaries, set forth in sections (A),
(B), and (C) below, of the most significant aspects of such
statements.\3\
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\3\ The Commission has modified the text of the summaries
prepared by PTC.
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(A) Self-Regulatory Organization's Statement of the Purpose of, and
Statutory Basis for, the Proposed Rule Change
The proposed rule change will amend Section 3.2 of Article 3 of
PTC's by-laws. Under the proposed rule change, the number of directors
on PTC's board will be reduced from fifteen to twelve. This amendment
will also reduce the number of directors in each of the three classes
from five to four.
PTC believes that the decrease in the number of directors is
desirable because of consolidations and shifts in the broker-dealer and
banking industries and reductions in the number of PTC participants and
institutions seeking representation on PTC's board. Additionally, PTC
believes this rule change is desirable due to the difficulty in finding
qualified individuals to serve a three-year term on the board. Because
PTC's board currently has three vacancies, the decrease in director
positions will neither eliminate any incumbent director nor shorten the
term of any director.
PTC believes that the proposed rule change provides for the fair
representation of shareholders and participants in the selection of
PTC's directors and the administration of PTC's affairs and therefore
that it is consistent with Section 17A(c)(3)(C) of the Act and the
rules and regulations thereunder applicable to PTC.\4\
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\4\ 15 U.S.C. 78q-1(b)(3)(C).
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(B) Self-Regulatory Organization's Statement on Burden on Competition
PTC does not believe that the proposed rule change will impose any
burden on competition.
(C) Self-Regulatory Organization's Statement on Comments on the
Proposed Rule Change Received From Members, Participants or Others
PTC has not solicited and does not intend to solicit comments on
this proposed rule change. PTC has not received any unsolicited written
comments from participants or other interested parties.
III. Date of Effectiveness of the Proposed Rule Change and Timing
for Commission Action
Section 17A(b)(3)(C) provides that the rules of a clearing agency
must provide for the fair representation of its shareholders or members
and participants in the selection of directors. The Commission believes
that the board of a clearing agency should be representative of its
members and that no single member should dominate the board. As a
result of consolidations in the industry, there is a smaller pool of
qualified individuals available and willing to fill the vacancies on
PTC's board. The Commission believes that PTC's reduction of the size
of its board is consistent with the Act's fair representation
requirements because the resized board should allow the board to more
accurately reflect PTC's membership.
PTC has requested that the Commission find good cause for approving
the proposed rule change prior to the thirtieth day after the date of
publication of notice of the filing in order that this reduction be
implemented with the election of directors held at PTC's 1998 annual
stockholders meeting which is scheduled for April 9, 1998. The
Commission finds good cause for approving the proposed rule change
prior to the thirtieth day after publication of notice because such
approval will give PTC adequate time to send out proxy statements to
participants for its April 9, 1998, annual board meeting.
IV. Solicitation of Comments
Interested persons are invited to submit written data, views, and
arguments concerning the foregoing, including whether the proposed rule
change is consistent with the Act. Persons making written submissions
should file six copies thereof with the Secretary, Securities and
Exchange Commission, 450 Fifth Street, N.W.,
[[Page 17254]]
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 also will be available for inspection and copying
at the principal office of PTC. All submissions should refer to File
No. SR-PTC-98-01 and should be submitted by April 29, 1998.
It is therefore ordered, pursuant to Section 19(b)(2) of the
Act,\5\ that the proposed rule change (File No. SR-PTC-98-01) be and
hereby is approved.
\5\ 15 U.S.C. 78s(b)(2).
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For the Commission by the Division of Market Regulation,
pursuant to delegated authority.\6\
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\6\ 17 CFR 200.30-3(a)(12).
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Margaret H. McFarland,
Deputy Secretary.
[FR Doc. 98-9126 Filed 4-7-98; 8:45 am]
BILLING CODE 8010-01-M
