[Federal Register Volume 63, Number 81 (Tuesday, April 28, 1998)]
[Notices]
[Pages 23333-23334]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 98-11212]


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

SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-39399; File No. SR-SCCP-98-01]


Self-Regulatory Organizations; Stock Clearing Corporation of 
Philadelphia; Notice of Filing and Order Granting Accelerated Approval 
of Proposed Rule Change Relating to an Increase in the Number of 
Directors

April 21, 1998.
    Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 
(``Act''),\1\ notice is hereby given that on March 31, 1998, the Stock 
Clearing Corporation of Philadelphia (``SCCP'') filed with the 
Securities and Exchange Commission (``Commission''), as amended on 
April 16, 1998 and April 21, 1998, the proposed rule change as 
described in Items I and II below, which items have been prepared 
primarily by SCCP. The Commission is publishing this notice and order 
to solicit comments from interested persons and to grant accelerated 
approval of the proposed rule change.
---------------------------------------------------------------------------

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

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

    The proposed rule change involves an amendment to SCCP's by-laws 
and to Section 6 of its articles of incorporation to increase the 
number of directors on its board from between 5 and 9 to between 5 and 
23.

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

    In its filing with the Commission, SCCP 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. SCCP has prepared summaries, set forth in sections A, B, 
and C below, of the most significant aspects of such statements.\2\
---------------------------------------------------------------------------

    \2\ The Commission has modified the text of the summaries 
prepared by SCCP.
---------------------------------------------------------------------------

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

    The proposed rule change will amend SCCP's by-laws and articles of 
incorporation to increase the permitted size of the board from between 
5 and 9 directors to between 5 and 23 directors. According to SCCP, all 
other provisions of the by-laws prescribing the composition of the 
board will remain unchanged. SCCP believes that this rule change is 
desirable due to the interest of the Board of Governors of the 
Philadelphia Stock Exchange (``Phlx'') to more fully participate in the 
operation and control of SCCP.
    SCCP also believes that a larger board will provide greater 
diversity and add policy making expertise to the process. In addition, 
SCCP believes that an SCCP board comprised of members from Phlx will 
allow greater coordination in scheduling meetings involving members 
from both the boards.\3\
---------------------------------------------------------------------------

    \3\ Telephone conversation between Edith Hallahan, Counsel, 
SCCP, and Greg Dumark, Attorney, Division of Market Regulation, 
Commission (April 20, 1998).
---------------------------------------------------------------------------

    SCCP believes that the proposed rule change provides for the fair 
representation of shareholders and participants in the selection of 
SCCP's directors and in the administration of SCCP's affairs and 
therefore that it is consistent with Section 17A(b)(3)(C) of the Act 
and the rules and regulations thereunder applicable to SCCP.\4\
---------------------------------------------------------------------------

    \4\ 15 U.S.C. 78q-1(b)(3)(C).
---------------------------------------------------------------------------

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

    SCCP 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

    SCCP has not solicited and does not intend to solicit comments on 
this proposed rule change SCCP 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 increase in the size of SCCP's board is consistent with the 
Act's fair representation requirements because the resized board should 
allow the board to more accurately reflect the controlling interest of 
the Phlx and its Board of Governors while still providing for fair 
representation of SCCP's participants.
    SCCP 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 increase 
be implemented at the meeting of the Phlx's board of directors 
scheduled for April 22, 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 allow the Phlx to 
increase SCCP's board size at its April 22, 1998, 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., 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 SCCP. All 
submissions should refer to File No. SR-SCCP-98-01 and should be 
submitted by May 19, 1998.
    It is therefore ordered, pursuant to Section 19(b)(2) of the 
Act,\5\ that the proposed rule change (File No. SR-SCCP-98-01) be and 
hereby is approved.
---------------------------------------------------------------------------

    \5\ 15 U.S.C. 78s(b)(2).

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

[[Page 23334]]

    For the Commission by the Division of Market Regulation, 
pursuant to delegated authority.\6\
---------------------------------------------------------------------------

    \6\ 17 CFR 200.30-3(a)(12).
---------------------------------------------------------------------------

Margaret H. McFarland,
Deputy Secretary.
[FR Doc. 98-11212 Filed 4-27-98; 8:45 am]
BILLING CODE 8010-01-M