Federal Register / Vol. 63, No. 135 /Wednesday, July 15, 1998 / Notices 38221

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

2Securities Exchange Act Release No. 40045 (May

29, 1998), 63 FR 30543.

3For a more complete description of Direct

Clearing, refer to Securities Exchange Act Release

No. 32221 (April 26, 1993) 58 FR 26570 [File No.

SR–NSCC–93–03]

4The current version of NSCC Rule 31 was

approved by the Commission in 1996. Securities

Exchange Act Release No. 37631 (September 3,

1996), 61 FR 47534 [File No. SR–NSCC–96–08].

is defined in rule 10b–1 under the Act,

for any American Fund.

By the Commission.

Margaret H. McFarland,

Deputy Secretary.

[FR Doc. 98–18762 Filed 7–14–98; 8:45 am]

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Issuer Delisting; Notice of Application

to Withdraw From Listing and

Registration; (Financial Federal

Corporation, Common Stock, $.50 Par

Value) File No 1–14237

July 9, 1998.

Financial Federal Corporation

(‘‘Company’’) has filed an application

with the Securities and Exchange

Commission (‘‘Commission’’), pursuant

to Section 12(d) of the Securities

Exchange Act of 1934 (‘‘Act’’) and Rule

12d2–2(d) promulgated thereunder, to

withdraw the above specified security

(‘‘Security’’) from listing and

registration on the American Stock

Exchange, Inc. (‘‘Amex’’ or

‘‘Exchange’’).

The reasons cited in the application

for withdrawing the Security from

listing and registration include the

following:

The Company submitted an

application to list the Security on the

New York Exchange, Inc. (‘‘NYSE’’) and

the NYSE approved such application.

The Company believes that listing the

Security on the NYSE will create better

visibility for the Company and its

securities, thus enhancing shareholder

value.

The Company has complied with

Amex Rule 18 by filing with the Amex

a certified copy of the resolutions

adopted by the Board of Directors of the

Company authorizing the withdrawal of

the Security from listing and registration

on the Amex and a statement from the

Company setting forth in detail the

reasons and facts supporting such

proposed withdrawal.

By letter dated June 12, 1998, the

Amex raised no objection to the

Company’s filing its application with

the Commission to remove the Security

from listing on the Amex.

Any interested person may, on or

before July 30, 1998, submit by letter to

the Secretary of the Securities and

Exchange Commission, 450 Fifth Street,

N.W., Washington, D.C. 20549, facts

bearing upon whether the application

has been made in accordance with the

rules of the Exchange and what terms,

if any, should be imposed by the

Commission for the protection of

investors. The Commission, based on

the information submitted to it, will

issue an order granting the application

after the date mentioned above, unless

the Commission determines to order a

hearing on the matter.

For the Commission, by the Division of

Market Regulation, pursuant to delegated

authority.

Jonathan G. Katz,

Secretary.

[FR Doc. 98–18841 Filed 7–14–98; 8:45 am]

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Sunshine Act Meeting

FEDERAL REGISTER CITATION OF PREVIOUS

ANNOUNCEMENT: [63 FR 37608, July 13,

1998].

STATUS: Closed Meeting.

PLACE: 450 Fifth Street, N.W.,

Washington, D.C.

DATE PREVIOUSLY ANNOUNCED: July 13,

1998.

CHANGE IN MEETING: Cancellation of

Meeting.

The closed meeting scheduled for

Thursday, July 16, 1998, at 11:00 a.m.,

has been cancelled.

At times, changes in Commission

priorities require alterations in the

scheduling of meeting items. For further

information and to ascertain what, if

any, matters have been added, deleted

or postponed, please contact: The Office

of the Secretary (202) 942–7070.

Dated: July 13, 1998.

Jonathan G. Katz,

Secretary.

[FR Doc. 98–19047 Filed 7–13–98; 4:00 pm]

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[Release No. 34–40179; File Nos. SR–DTC–

98–09, SR–NSCC–98–05]

Self-Regulatory Organizations; The

Depository Trust Company; National

Securities Clearing Corporation; Order

Approving a Proposed Rule Change

Relating to Direct Clearing Services

and New York Window Services

July 8, 1998.

On May 13, 1998, The Depository

Trust Company (‘‘DTC’’) and the

National Securities Clearing Corporation

(‘‘NSCC’’) filed with the Securities and

Exchange Commission (‘‘Commission’’)

proposed rule changes (File Nos. SR–

DTC–98–09 and SR–NSCC–98–05)

pursuant to Section 19(b)(1) of the

Securities Exchange Act of 1934

(‘‘Act’’).1 Notice of the proposals was

published in the Federal Register on

June 4, 1998.2 No comment letters were

received. For the reasons discussed

below, the Commission is approving the

proposed rule changes.

I. Description

Under the rule changes, NSCC will

discontinue its Direct Clearing Services

(‘‘Direct Clearing’’) and New York

Window Services (‘‘Window’’). DTC

will offer its participants most of the

services currently offered by NSCC

through Direct Clearing and the

Window through a new service called

the New York Window Services.

Direct Clearing is a physical securities

processing service which NSCC

provides to its participants that do not

have offices in New York City. The

principal services of Direct Clearing

include (i) processing over-the-window

receives and deliveries, (ii) processing

transfers of physical securities

certificates, and (iii) processing

deliveries to designated agents in

connection with reorganizations and

other corporate actions. In the course of

providing these and other Direct

Clearing services, NSCC may have

custody of participants’ physical

securities certificates including

overnight custody for one or more

days.3 The principal services of NSCC’s

Window are similar to those of Direct

Clearing, but they initially were

provided to NSCC participants located

in New York City. NSCC has decided to

discontinue providing Direct Clearing

and the Window in order to focus its

resources on its core businesses.

Under the rule changes, DTC is

adopting new procedures for the

operation of its New York Window

Services. DTC’s procedures for its New

York Window Services are substantially

the same as NSCC’s Rule 31 4 except

that DTC’s new procedures do not

include provisions similar to section 4

of NSCC Rule 31, which relates to

money settlement through the Window.

Currently, it is anticipated that NSCC

will discontinue providing Direct

Clearing and the Window and that DTC
38222 Federal Register / Vol. 63, No. 135 /Wednesday, July 15, 1998 / Notices

5Conversation between Jeffrey T. Waddle,

Associate Counsel, DTC, and Theodore R. Lazo,

Attorney-Adviser, Division of Market Regulation,

Commission (June 17, 1998).

6 15 U.S.C. 78q–1(b)(3)(F).

7 17 CFR 200.30–3(a)(12).

1 15 U.S.C. 78s(b)(1) (1982).

2 17 CFR 240.19b–4 (1991).

3For a description of the PCX Application of the

OptiMark System, see Securities Exchange Act

Release No. 39086 (Sept. 17, 1997), 62 FR 50036

(Sept. 24, 1997) (Commission order granting

approval for the PCX Application).

4Securities Exchange Act Release No. 39818

(Mar. 30, 1998), 63 FR 17252 (Apr. 8, 1998).

will begin offering its New York

Window Services on July 13, 1998.5

II. Discussion

Section 17A(b)(3)(F) of the Act 6

requires that the rules of a clearing

agency be designed to promote the

prompt and accurate clearance and

settlement of securities transactions and

to assure the safeguarding of securities

and funds which are in the custody or

control of the clearing agency or for

which it is responsible. The

Commission believes that the proposed

rule changes are consistent with DTC’s

and NSCC’s obligations under Section

17A(b)(3)(F). The Commission believes

that the arrangements between DTC and

NSCC should ensure that securities

transactions that are currently processed

through Direct Clearing and the

Window will be processed efficiently

through DTC’s New York Window

Services. In addition, the Commission

believes that DTC’s procedures for its

New York Window services, which are

similar to those the Commission

previously approved for NSCC, should

assure the safeguarding of securities and

funds which are in its custody or

control or for which it is responsible.

III. Conclusion

On the basis of the foregoing, the

Commission finds that the proposals are

consistent with the requirements of the

Act and in particular with the

requirements of Section 17A of the Act

and the rules and regulations

thereunder.

It is therefore ordered, pursuant to

Section 19(b)(2) of the Act, that the

proposed rule changes (File Nos. SR–

DTC–98–09 and SR–NSCC–98–05) be

and hereby are approved.

For the Commission by the Division of

Market Regulation, pursuant to delegated

authority.7

Margaret H. McFarland,

Deputy Secretary.

[FR Doc. 98–18764 Filed 7–14–98; 8:45 am]

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[Release No. 34–40182; File No. SR–PCX–

98–12]

Self-Regulatory Organizations; Pacific

Exchange, Inc.; Order Approving

Proposed Rule Change Relating to the

Treatment of PMP Orders Generated

Through the Matching of Profiles by

the PCX Application of the OptiMark

System

July 9, 1998.

I. Introduction

On March 2, 1998, the Pacific

Exchange (‘‘PCX’’ or ‘‘Exchange’’) filed

with the Securities and Exchange

Commission (‘‘Commission’’ or ‘‘SEC’’)

the proposed rule change pursuant to

Section 19(b)(1) of the Securities

Exchange Act of 1934 (‘‘Exchange Act’’

or ‘‘Act’’) 1 and Rule 19b–4 thereunder,2

to amend its interpretation of Rule

5.32(a) ‘‘PMP-Only’’ of its Rules of

Board of Governors so that it will clarify

how PMP orders will be treated when

generated from the matching of Profiles

through the PCX Application of the

OptiMark System (‘‘PCX Application’’).3

Notice of the proposed rule change

was published in the Federal Register.4

The Commission received no comment

letters in response to the notice of the

proposed rule change.

II. Description of the Proposal

PCX has proposed to amend its

interpretation of Rule 5.32(a) ‘‘PMPOnly’’ of its Rules of Board of Governors

so that it will clarify how PMP orders

will be treated when generated from the

matching of Profiles through the PCX

Application. A new commentary has

been added to Rule 5.32(a).

PCX will modify the interpretation of

its Rule 5.32(a) so that executions

resulting from the operation of the PCX

Application would be considered as a

part of the ‘‘primary market’’ for the

purposes of execution of orders marked

‘‘PMP.’’ The purpose of the proposed

interpretation of the rule is to respond

to the SEC staff’s request to clarify the

meaning of Rule 5.32(a) ‘‘PMP Only.’’

Through the addition of proposed

Commentary .01, Rule 5.32(a) would be

interpreted as meaning that during

regular ‘‘primary’’ market trading hours,

an order specifically marked ‘‘PMP’’

would receive primary market

protection, which would include not

only the traditional primary markets

(e.g., New York markets) but also

matches resulting from the PCX

Application. Accordingly, executions

resulting from the PCX Application may

trigger the execution of an order marked

‘‘PMP Only,’’ even if the primary

markets have not traded at that price.

Similarly, a PMP order reflected into the

PCX Application as a Profile, which is

matched in the PCX Application and

results in an execution, would require

that such PMP limit order be filled, even

if the price is out of range from an

otherwise existing ‘‘primary’’ market,

however defined. This would then be

consistent with the overall premise that

under no circumstance can a specialist

accept an execution arising out of orders

generated from a cycle of the PCX

Application, without also executing any

eligible booked orders that were put in

the book before the cycle began.

III. Discussion

The Commission believes that

proposed rule change is consistent with

the provisions of Section 6(b)(5) of the

Exchange Act, which provides, among

other things, that the rules of an

exchange be designed to promote just

and equitable principles of trade and to

protect investors and the public interest,

and not designed to permit unfair

discrimination between customers,

issuers, brokers or dealers. The

Commission believes that by including

PMP orders in the PCX Application, and

giving those orders not only traditional

primary market protection, but also the

potentially improved pricing that may

result from inclusion in the PCX

Application, the PCX is seeking to

protect the interests of investors and to

promote just and equitable principles of

trade, while striving to prevent unfair

discrimination between customers,

brokers, and dealers. This effort should

also help to remove impediments to,

and perfect the mechanism of, a free and

open market, consistent with the

purpose of Section 6(b)(5) of the Act.

In addition, the Commission believes

that the proposed rule change is

consistent with the provisions of

Section 11A(a)(1)(B) of the Exchange

Act, which states that new data

processing and communications

techniques create the opportunity for

more efficient and effective market

operations. By employing the facility of

the PCX Application, an advanced data

processing and communications system,

to process PMP orders and to give

potentially improved pricing to those

orders or otherwise to fill more