Federal Register / Vol. 60, No. 1 / Tuesday, January 3, 1995 / Notices 161

1 15 U.S.C. § 78s(b)(1) (1988). 2 15 U.S.C. § 78q–1 (1988).

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 at

the Commission’s Public Reference

Section, 450 Fifth Street, N.W.,

Washington, D.C. 20549. Copies of such

filing will also be available for

inspection and copying at the principal

office of the PSE. All submissions

should refer to File No. SR–PSE–94–31

and should be submitted by January 24,

1995.

For the Commission, by the Division of

Market Regulation, pursuant to delegated

authority.

Margaret H. McFarland,

Deputy Secretary.

[FR Doc. 94–32254 Filed 12–30–94; 8:45 am]

BILLING CODE 8010–01–M

[Release No. 34–35153; File No. SRPhiladep–94–05]

Self-Regulatory Organization;

Philadelphia Depository Trust

Company; Notice of Proposed Rule

Change Concerning Disposal of

Expired Securities Certificates of

Warrants and Rights

December 27, 1994.

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

Securities Exchange Act of 1934

(‘‘Act’’),1 notice is hereby given that on

October 6, 1994, the Philadelphia

Depository Trust Company (‘‘Philadep’’)

filed with the Securities and Exchange

Commission (‘‘Commission’’) the

proposed rule change (File No. SRPhiladep–94–05) as described in Items I,

II, and III below, which Items have been

prepared primarily by Philadep, a selfregulatory organization (‘‘SRO’’). The

Commission is publishing this notice to

solicit comments on the proposed rule

change from interested persons.

I. Self-Regulatory Organization’s

Statement of the Terms of Substance of

the Proposed Rule Change

Philadep proposes to implement a

rule change that would allow the

disposal of expired securities

certificates of warrants and rights. The

proposed rule change would enable

Philadep to reduce its administrative

expenses associated with keeping

expired warrants and rights related

certificates in its vault.

II. Self-Regulatory Organization’s

Statement Regarding the Proposed Rule

Change

In its filing with the Commission,

Philadep included statements

concerning the purpose of and the 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, as set

forth in sections (A), (B) and (C) below,

of the most significant aspects of these

statements.

A. Self-Regulatory Organization’s

Statement of the Purpose of and the

Statutory Basis for the Proposed Rule

Change

In order to reduce costs and increase

operational efficiency, Philadep

proposes to implement a program which

would allow it to destroy certain

expired securities certificates,

specifically expired warrants and rights.

This destruction policy would enable

Philadep to reduce the administrative

and safekeeping expenses associated

with keeping expired warrants and

rights related certificates in its vault. In

implementing this program, Philadep

will adhere to serveral procedures to

assure that Philadep does not assume

any undue risk. First, Philadep will

contact the transfer agent or the issuer

of the securities after the securities has

reached their expiration dates to verify

that the respective warrants or rights

have expired. Second, Philadep will

obtain written confirmation from the

transfer agent or the issuer that the

certificates representing such warrants

or rights have expired. If there is no

transfer agent, Philadep personnel will

exercise all reasonable due diligence to

confirm the expired nature of the

respective certificates, including (1)

consulting with Philadep’s legal

department, its internal audit

department, and its senior management

and (2) receiving a confirmation from

the issuer. Third, Philadep (1) will

notify its participants that the

certificates have expired in the

judgment of the transfer agent or, where

there is no transfer agent exist, other

appropriate parties; (2) will delete such

securities positions from its

participants’ account on or after the

thirtieth day following the date of the

notice; and (3) will mark the securities

certificates and send them to the

internal audit department for

destruction. Additionally, at Philadep’s

discretion, it may retain copies of the

certificates on microfilm or on other

mediums.

Philadep believes that the proposed

program complies with Section 17A of

the Act 2 in that it is contemplated to

foster cooperation and coordination

with persons engaged in the clearance

and settlement of securities transactions

by providing an efficient administrative

mechanism to destroy expired

securities.

B. Self-Regulatory Organization’s

Statement on Burden on Competition

Philadep believe that the proposed

rule change will not pose any burden on

competition.

C. Self-Regulatory Organization’s

Statement on Comments on the

Proposed Rule Change Received from

Members, Participants or Others

Philadep has neither solicited nor

received any comments with respect to

the proposed rule change.

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 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 such 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

respecting the proposed rule change that
162 Federal Register / Vol. 60, No. 1 / Tuesday, January 3, 1995 / Notices

3 17 CFR 200.30–3(a)(12) (1994).

1 15 U.S.C. § 78s(b)(1) (1988).

2Securities Exchange Act Release No. 34886

(October 24, 1994), 59 FR 54653.

3 15 U.S.C. § 78q–1(b)(3)(F) (1988).

4 17 CFR 200.30–3(a)(12) (1994).

are filed with the Commission, and all

written communications concerning the

proposed rule change 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, N.W., Washington, D.C.

20549. Copies of such filings will also

be available for inspection and copying

at the principal office of Philadep. All

submissions should refer to File

Number SR–Philadep–94–05 and

should be submitted by January 24,

1995.

For the Commission by the Division of

Market Regulation, pursuant to delegated

authority.3

Margaret H. McFarland,

Deputy Secretary.

[FR Doc. 94–32255 Filed 11–30–94; 8:45 am]

BILLING CODE 8010–01–M

[Release No. 34–35143; File No. SR–SCCP–

05]

Self-Regulatory Organizations; The

Stock Clearing Corporation of

Philadelphia; Order Approving

Proposed Rule Change To Amend

Rules To Require Execution of a

Participant’s Agreement by

Participants

December 23, 1994.

On October 3, 1994 the Stock Clearing

Corporation of Philadelphia (‘‘SCCP’’)

filed with the Securities and Exchange

Commission (‘‘Commission’’) a

proposed rule change (File No. SR–

SCCP–94–05) under Section 19(b)(1) of

the Securities Exchange Act of 1934

(‘‘Act’’) 1 to amend SCCP Rule 2 Section

1. Notice of the proposal was published

in the Federal Register on November 1,

1994.2 No comment letters were

received regarding the proposed rule

change. For the reasons discussed

below, the Commission is approving the

proposed rule changes.

I. Description

SCCP is amending Rule 2, Section 1

with respect to its participants’

obligations to SCCP. The amended Rule

2 adds language codifying SCCP’s

existing but unwritten policy and

practice of requiring participants to

execute a Participant’s Agreement and

language stating that SCCP’s by-laws,

rules, and procedures shall supersede

any conflicting provision of the

Participant’s Agreement. The proposed

rule change deletes language requiring

participants to execute and deliver a

written instrument specifying their

adherence to certain obligations set

forth in SCCP Rule 2. Such a second

written agreement is unnecessary

because once a Participant’s Agreement

is signed, the participant has agreed to

abide by all of the rules and obligations

of SCCP, including those set forth in

SCCP Rule 2. Accordingly, all

provisions of Rule 2 will be directly

enforceable against participants without

the necessity of executing a separate

written agreement specifying selected

provisions of SCCP’s Rule 2.

II. Discussion

The Commission believes that the

proposed rule change is consistent with

Section 17A of the Act and specifically

with Section 17A(b)(3)(F).3 Section

17A(b)(3)(F) requires that a clearing

agency’s rules assure the safe guarding

of securities and funds which are in the

custody or control of the clearing agency

or for which it is responsible. Amended

SCCP Rule 2 complies with the

requirements of Section 17A(b)(3)(F) in

that it requires all participants of SCCP

to sign a Participant’s Agreement setting

forth their rights and obligations.

Requiring a signed participant’s

Agreement should help assure the

safekeeping of securities and funds

which are in the custody or control of

SCCP by creating a contract which binds

participants to the provisions of SCCP’s

by-laws and rules.

III. Conclusion

On the basis of the foregoing, the

Commission finds that the proposed

rule change is 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 change (File Nos. SR–

SCCP–94–05) be, and hereby is

approved.

For the Commission by the Division of

Market Regulations, pursuant to delegated

authority.4

Margaret H. McFarland,

Deputy Secretary.

[FR Doc. 94–32256 Filed 12–30–94; 8:45 am]

BILLING CODE 8010–01–M

[File No. 1–475]

Issuer Delisting; Notice of Application

To Withdraw From Listing and

Registration; (A. O. Smith Corporation,

Common Stock, $1 Par Value)

December 27, 1994.

A. O. Smith 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’’).

The reasons alleged in the application

for withdrawing the Security from

listing and registration include the

following:

According to the Company, in

addition to being listed on the Amex,

the Security is listed on the New York

Stock Exchange, Inc. (‘‘NYSE’’). The

Security commenced trading on the

NYSE at the opening of business on

December 14, 1994 and concurrently

therewith the Security was suspended

from trading on the Amex.

In making the decision to withdraw

the Security from listing on the Amex,

the Company considered the direct and

indirect costs and expenses attendant on

maintaining the dual listing of its

securities on the NYSE and on the

Amex. The Company does not see any

particular advantage in the duel trading

of the Security and believes that dual

listing would fragment the market for

the Security.

Any interested person may, on or

before January 18, 1994 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 exchanges 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. 94–32305 Filed 12–30–94; 8:45 am]

BILLING CODE 8010–01–M