[Federal Register Volume 62, Number 199 (Wednesday, October 15, 1997)]
[Notices]
[Pages 53680-53681]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 97-27279]


-----------------------------------------------------------------------

SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-39221; File No. SR-Philadep-97-04]


Self-Regulatory Organizations; Philadelphia Depository Trust 
Company; Notice of Filing of Proposed Rule Change Relating to Ceasing 
Activity as a Securities Depository

October 8, 1997.
    Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 
(``Act''),\1\ notice is hereby given that on September 25, 1997, 
Philadelphia Depository Trust Company (``Philadep'') 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 Philadep. The Commission is publishing this 
notice to solicit comments on the proposed rule change from interested 
parties.
---------------------------------------------------------------------------

    \1\ 15 U.S.C. 78s(b)(1).
---------------------------------------------------------------------------

I. Self-Regulatory Organization's Statement of the Terms of 
Substance of the Proposed Rule Change

    Under the proposed rule change, Philadep will cease to engage in 
securities depository services. Philadep, Stock Clearing Corporation of 
Philadelphia (``SCCP''), and their parent organization, Philadelphia 
Stock Exchange, Inc. (``PHLX'') entered into an agreement dated as of 
June 18, 1997 with The Depository Trust Company (``DTC'') and the 
National Securities Clearing Corporation (``NSCC'') (``Agreement''). 
Under the Agreement, DTC and NSCC will assist PHLX in winding down the 
operation of its full clearing agency services by offering SCCP 
participants and Philadep participants an opportunity to become members 
of NSCC or DTC, as the case may be. In consideration for DTC's and 
NSCC's assistance, PHLX, SCCP, and Philadep have agreed not to engage 
in the securities clearing and depository business for five years, 
except as otherwise specified in the Agreement.
    The parties to the Agreement tentatively have scheduled the closing 
date for the Agreement to be November 14, 1997.\2\ SCCP and Philadep 
have informed their participants of the Agreement and are taking 
measures to ensure the orderly transition of participants to 
alternative clearing and depository arrangements.
---------------------------------------------------------------------------

    \2\ The closing date may be adjusted by the mutual consent of 
the parties to the Agreement.
---------------------------------------------------------------------------

II. Self-Regulatory Organization's Statement of the Purpose of, and 
Statutory Basis for, the Proposed Rule Change

    In its filing with the Commission, Philadep 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. Philadep has prepared summaries, set forth in sections 
(A), (B) and (C) below, of the most significant aspects of these 
statements.\3\
---------------------------------------------------------------------------

    \3\ The Commission has modified the text of the summaries 
prepared by Philadep.
---------------------------------------------------------------------------

(A) Self-Regulatory Organization's Statement of the Purpose of, and 
Statutory Basis for, the Proposed Rule Change

    PHLX has decided to limit its clearance and settlement business and

[[Page 53681]]

to close its securities depository business offered through its wholly 
owned subsidiaries, SCCP and Philadep, respectively, in order to focus 
its resources on the operations of the exchange itself.\4\ The purpose 
of the proposed arrangement is to enable PHLX, SCCP, and Philadep to 
achieve this objective while affording participants of these clearing 
agencies the opportunity to become participants of NSCC or DTC, as the 
case may be, or to utilize the services of other clearing or depository 
service providers.
---------------------------------------------------------------------------

    \4\ SCCP has submitted a rule filing [File No. SR-SCCP-97-04] 
describing the revisions and limitations of its clearing services.
---------------------------------------------------------------------------

    PHLX, SCCP, and Philadep will cooperate with NSCC and DTC to assure 
an orderly transition with respect to the wind down of Philadep's 
business. In this regard, PHLX and Philadep will assist DTC and sole 
Philadep participants in having the participants become DTC 
participants to the extent that they meet DTC qualifications and desire 
to become DTC participants. The parties will cooperate to carry out the 
orderly transfer of securities from the custody of Philadep to the 
custody of DTC for sole Philadep participants that qualify and 
authorize such transfers.
    Philadep believes that the proposed rule change is consistent with 
Section 6(b)(5) \5\ of the Act because it will enable PHLX to 
concentrate its efforts on its core business, the exchange itself. This 
strategic initiative will, in turn, remove impediments and perfect the 
mechanism of a free and open market and a national market system.
---------------------------------------------------------------------------

    \5\ 15 U.S.C. 78f(b)(5).
---------------------------------------------------------------------------

    Philadelp also believes that the proposal is consistent with 
Section 17A of the Act\6\ and the rules and regulations thereunder 
because it (i) will remove impediments to and perfect the mechanism of 
a national system for the prompt and accurate clearance and settlement 
of securities transactions and (ii) will reduce the fragmented nature 
of the securities custody business to more closely integrate the 
industry which may thereby help in the safeguarding of funds which are 
in the custody and control of a clearing agency or for which it is 
responsible. Specifically, the proposed arrangements will help reduce 
the risk associated with having interfaces, will provide for more 
efficient and less expensive clearing and depository services, and 
thereby will facilitate the prompt and accurate clearance and 
settlement of such transactions.
---------------------------------------------------------------------------

    \6\ 15 U.S.C. 78q-1.
---------------------------------------------------------------------------

(B) Self-Regulatory Organization's Statement on Burden on Competition

    Philadelp believes that the proposed rule change will not impose 
any burden on competition not necessary or appropriate in furtherance 
of the purposes of the Act. Securities depositories registered under 
Section 17A of the Act are not conventional businesses but utilities 
created to serve members of the securities industry for the purpose of 
providing certain services that are ancillary to the businesses in 
which industry members compete with one another. Operating a securities 
depository requires a substantial and continuing investment in 
infrastructure, including securities vaults, telecommunications links 
with users, data centers, and disaster recovery facilities, in order to 
meet the increasing needs of participants and to respond to regulatory 
requirements. As such, several exchanges, including the Boston Stock 
Exchange, the Pacific Exchange, and the Chicago Stock Exchange have 
terminated the operation of their securities depositories.
    After consummation of the proposed arrangements, securities 
industry members will continue to have access to high quality, low cost 
depository services provided under the mandate of the Act. The overall 
cost to the industry of having such services available should be 
reduced thereby permitting a more efficient and productive allocation 
of industry resources. Furthermore, because most of a depository's 
interface costs must be mutualized, thereby requiring some participants 
to subsidize costs incurred by others, Philadep's withdrawal from 
maintaining depository facilities should reduce costs to participants 
and thereby should remove impediments to competition. Finally, PHLX's 
ability to focus its resources on the operations of the Exchange should 
help enhance competition among securities markets.

(C) Self-Regulatory Organization's Statement on Comments on the 
Proposed Rule Change Received From Members, Participants or Others

    Written comments were neither solicited nor received with respect 
to the proposed rule change.

III. Date of Effectiveness of the Proposed Rule Change 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 consents, the Commission will:
    (A) By order approve such proposed rule change or
    (B) Institute proceedings to determine whether the proposed rule 
change should be disapproved.

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. 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 Philadep. All 
submissions should refer to File No. SR-Philadep-97-94 and should be 
submitted by November 5, 1997.

    For the Commission by the Division of Market Regulation, 
pursuant to delegated authority.\7\
---------------------------------------------------------------------------

    \7\ 17 CFR 200.30-3(a)(12).
---------------------------------------------------------------------------

Margaret H. McFarland,
Deputy Secretary.
[FR Doc. 97-27279 Filed 10-14-97; 8:45 am]
BILLING CODE 8010-01-M