[Federal Register Volume 59, Number 149 (Thursday, August 4, 1994)]
[Unknown Section]
[Page 0]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 94-18967]
[[Page Unknown]]
[Federal Register: August 4, 1994]
-----------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
[Release No. 34-34446; File Nos. SR-Philadep-94-01, and SR-SCCP-94-03]
Self-Regulatory Organizations; Notice of Filing of Proposed Rule
Changes to Amend the Philadelphia Depository Trust Company's and the
Stock Clearing Corporation of Philadelphia's By-Laws Regarding the
Composition of the Respective Boards of Directors and Nominating
Committees
July 27, 1994.
Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934
(``Act''),\1\ notice is hereby given that on July 14, 1994, the
Philadelphia Depository Trust Company (``Philadep'') and the Stock
Clearing Corporation of Philadelphia (``SCCP'') filed with the
Securities and Exchange Commission (``Commission'') the proposed rule
changes (File Nos. SR-Philadep-94-01 and SR-SCCP-94-03) as described in
Items I, II, and III below, which Items have been prepared primarily by
Philadep and SCCP. The Commission is publishing this notice to solicit
comments on the proposed rule changes from interested parties.
---------------------------------------------------------------------------
\1\15 U.S.C. 78s(b)(1) (1988).
---------------------------------------------------------------------------
I. Self-Regulatory Organizations' Statement of the Terms of Substance
of the Proposed Rule Changes
The proposed rule changes respectively amend Philadep By-Laws
Article IV, Section 2 and Article III, Section 4 and SCCP By-Laws
Article IV, Section 2 and Article III, Section 4. These sections set
forth the requirements for the composition of the Boards of Directors
and Nominating Committees.
II. Self-Regulatory Organizations' Statements Regarding the Proposed
Rule Changes
In their filings with the Commission, Philadep and SCCP included
statements concerning the purpose of and the basis for the proposed
rule changes and discussed any comments received on the proposed rule
changes. The text of these statements may be examined at the places
specified in Item IV below. Philadep and SCCP have prepared summaries,
as set forth in sections (A), (B), and (C) below, of the most
significant aspects of these statements.
A. Self-Regulatory Organizations' Statement of the Purpose of and the
Statutory Basis for the Proposed Rule Changes
In order to ease the administrative burden, Philadep and SCCP
propose to amend their By-Laws to remove the requirement that the two
Vice Chairmen of the Board of Governors of the Philadelphia Stock
Exchange, Inc. (``PHLX'') serve as ex-officio members of the Philadep
and SCCP Boards of Directors. The proposed amendments will install the
Chief Operating Officer of the PHLX both as an ex-officio member of the
Philadep and SCCP Boards of Directors and as the Vice Chairman of the
Philadep and SCCP Boards. The proposed amendments will reduce the
requisite number of PHLX Governors who must serve on the Philadep and
SCCP Boards of Directors from a majority of the fifteen to seventeen
Directors to six of the Directors. The proposed amendments will change
the term of office for the Boards of Directors for the purpose of
qualifying PHLX Governors as Philadep and SCCP Directors.\2\
---------------------------------------------------------------------------
\2\The intent of this provision is to synchronize the term of
office for the Chairman of the Exchange's Board of Governors with
his terms of office on the Philadep and SCCP Boards.
---------------------------------------------------------------------------
Presently, under Article III Section 4(a) of the Philadep and SCCP
By-Laws, the Nominating Committee must consist of five ex-officio
members of the Board of Directors and two other persons appointed by
the Chairman of the Board. Under the proposed rule change, the number
of members on the Nominating Committee will consist of four ex-officio
members of the Board of Directors and three other persons appointed by
the Chairman of the Board.
As composed under the proposed rule changes, the Philadep and SCCP
Boards of Directors will continue to provide the PHLX, as the sole
shareholder of both Philadep and SCCP, with adequate representation.
The PHLX will be represented by both senior exchange staff personnel
and members of the PHLX Board of Governors, who typically also
represent Philadep and SCCP participant firms. In accordance with
Philadep's and SCCP's amendment processes delineated in By-Law Article
XI, the Chairman of the PHLX Board of Governors, as agent for the sole
shareholder and parent corporation, has signed a unanimous consent in
lieu of a special meeting to effectuate the foregoing changes.
The proposed rule changes comply with Section 17A of the Act
insofar as they will aid Philadep and SCCP in assuring the fair
representation of shareholders and participants in the selection of
directors and in the administration of affairs.\3\
---------------------------------------------------------------------------
\3\15 U.S.C. 78q-1(b)(3)(C) (1988).
---------------------------------------------------------------------------
B. Self-Regulatory Organizations' Statement on Burden on Competition
Philadep and SCCP do not believe that the proposed rule changes
will impose any burden on competition.
C. Self-Regulatory Organizations' Statement on Comments on the Proposed
Rule Changes Received From Members, Participants or Others
Written comments were neither solicited nor received with respect
to the proposed rule changes.
III. Date of Effectiveness of the Proposed Rule Changes and Timing for
Commission Action
Within thirty-five days of the date of publication of this notice
in the Federal Register or within such longer period (i) as the
Commission may designate up to ninety days of such date if it finds
such longer period to be appropriate and publishes its reasons for so
finding or (ii) as to which Philadep or SCCP consents, the Commission
will:
(A) By order approve such proposed rule changes or
(B) Institute proceeding to determine whether the proposed rule
changes should be disapproved.
V. Solicitation of Comments
Interested persons are invited to submit written data, views, and
arguments concerning the foregoing. Persons making such submissions
should file six copies thereof with the Secretary, Securities and
Exchange Commission, 450 Fifth Street, NW, Washington, DC 20549. Copies
of the submission, all subsequent amendments, all written statements
respecting the proposed rule changes that are filed with the
Commission, and all written communications concerning the proposed rule
changes between the Commission and any person, other than those that
may be withheld from the public pursuant to the provisions of 5 U.S.C.
552, will be available for inspection and copying in the Commission's
Public Reference Section, 450 Fifth Street, NW., Washington, DC 20549.
Copies of such filings will also be available for inspection and
copying at the principal offices of Philadep and SCCP. All submissions
should refer to File Numbers SR-Philadep-94-01 and SR-SCCP-94-03 and
should be submitted by August 25, 1994.
For the Commission by the Division of Market Regulation,
pursuant to delegated authority.\4\
---------------------------------------------------------------------------
\4\17 CFR 200.30-3(a)(12) (1993).
---------------------------------------------------------------------------
Margaret H. McFarland,
Deputy Secretary.
[FR Doc. 94-18967 Filed 8-3-94; 8:45 am]
BILLING CODE 8010-01-M
