21578 Federal Register / Vol. 60, No. 84 / Tuesday, May 2, 1995 / Notices

3Letter from George T. Simon, Foley & Lardner,

to Jonathan Kallman, Associate Director, Division of

Market Regulation, Commission (January 23, 1995).

4 15 U.S.C. 78q–1(b)(3)(F) (1988).

5 15 U.S.C. 78q–1 (1988).

6 15 U.S.C. 78s(b)(2) (1988).

7 17 CFR 200.30–3(a)(12) (1994).

custodial and transactional processing

services for the participant with respect

to the participant’s certificated

securities. The proposed services will

consist, among other things, of

processing and accepting physical

deposits of certificates, processing the

physical withdrawal of certificates, and

providing incidental services in

connection thereto. Book-entry

movements of deposited securities will

not be permitted.3

Under the proposal, MSTC will

provide all custodial and transactional

processing services on a negotiated basis

with its participants. MSTC will not be

obligated to enter into such contracts

with any participant, and if it chooses

to enter into such a contract with any

participant, it will not be obligated to

enter into a contract with similar terms

with any other participant.

II. Discussion

The Commission finds that the

proposed rule change is consistent with

the requirements of the Act and the

rules and regulations thereunder and

more specifically with the requirements

of Section 17A(b)(3)(F).4 Section

17A(b)(3)(F) requires that the rules of a

clearing agency be designed to remove

impediments to and perfect the

mechanism of a national system for the

prompt and accurate clearance and

settlement of securities transactions.

The Commission believes that MSTC’s

service is consistent with this

obligation.

MSTC’s new service will provide

custodian, transaction processing, and

related data-entry services with respect

to participants’ certificated securities.

Participants have been experiencing a

continual decline in their activity

associated with the processing of

physical securities primarily due to the

increase in book-entry eligibility of

securities at the clearing agency level.

Many participants no longer find it

desirable to maintain their own

custodial operations. As a result, MSTC

has been requested to provide such

custodial and processing services as part

of MSTC’s operations.

The Commission believes that

MSTC’s proposed rule change should

help to minimize inefficient procedures

employed by individual participants by

concentrating these operations in one

centralized facility. As a result, the

individual participants will be able to

eliminate their own custodial operations

and the high fixed costs associated with

them while maintaining the required

safeguarding of these securities.

III. Conclusion

For the reasons stated above, the

Commission finds that MSTC’s proposal

is consistent with Section 17A of the

Act 5 and the rules and regulations

thereunder.

It is therefore ordered, pursuant to

Section 19(b)(2) of the Act,6 that the

proposed rule change (File No. SR–

MSTC–94–12) be, and hereby is,

approved until October 1, 1995.

For the Commission of the Division of

Market Regulation, pursuant to delegated

authority.7

Margaret H. McFarland,

Deputy Secretary.

[FR Doc. 95–10788 Filed 5–1–95; 8:45 am]

BILLING CODE 8010–01–M

[Release No. 34–35650; File No. SR–NYSE–

95–08]

Self-Regulatory Organizations; Notice

of Filing of Proposed Rule Change by

the New York Stock Exchange, Inc.,

Relating to Listed Company Relations

Proceedings

April 26, 1995.

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

Securities Exchange Act of 1934

(‘‘Act’’), 15 U.S.C. 78s(b)(1), notice is

hereby given that on March 3, 1995, the

New York Stock Exchange, Inc.

(‘‘NYSE’’ or ‘‘Exchange’’) filed with the

Securities and Exchange Commission

(‘‘Commission’’ or ‘‘SEC’’) the proposed

rule change as described in Items I, II

and III below, which Items have been

prepared by the self-regulatory

organization. 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

The proposed rule change consists of

new Rule 103C concerning procedures

relating to initiation and conduct of a

review of the relationship between a

listed company and its specialist

organization. The text of the proposed

Rule 103C is attached as Exhibit A.

II. Self-Regulatory Organization’s

Statement of the Purpose of, and

Statutory Basis for, the Proposed Rule

Change

In its filing with the Commission, the

self-regulatory organization 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.

The self-regulatory organization has

prepared summaries, set forth in

Sections A, B, and C below, of the most

significant aspects of such statements.

A. Self-Regulatory Organization’s

Statement of the Purpose of, and

Statutory Basis for, the Proposed Rule

Change

1. Purpose

The Exchange proposes to adopt new

Rule 103C (Listed Company Relations

Proceedings) to provide its listed

companies and specialist units with a

procedure for resolving non-regulatory

issues that may arise between them. The

Exchange believes that the relationship

between a listed company and its

specialist unit is a significant one.

Specialist units work to foster and

promote sound mutual understanding

and effective communications with their

listed companies, but situations may

occasionally arise in which one or both

sides cannot easily resolve differences

with respect to non-regulatory issues.

Such issues might include, for example,

misunderstandings with respect to the

frequency and adequacy of

communications between a company

and its specialist unit. Proposed new

Rule 103C contains a formal procedure

by which a listed company could make

a written notification (known as an

‘‘Issuer Notice’’) to the Exchange’s New

Listings and Client Services Division of

its desire to commence a proceeding to

mediate and resolve such issues. The

Exchange’s Quality of Markets

Committee (‘‘QOMC’’), a Board of

Directors level committee, would be

responsible for oversight of the Listed

Company Relations Proceeding

(‘‘LCRP’’) through a subcommittee

consisting of the two Exchange vicechairmen, a senior Exchange official,

and two listed company representatives,

all of whom would be appointed from

the QOMC membership. This

subcommittee would work with the

listed company and the specialist unit

through written submissions and

meetings designed to produce an action

plan with specific steps for resolution of

the matter. At regular intervals of three,

six and nine months, the subcommittee

would work with the parties to resolve

their issues. The listed company could

conclude the LCRP at any time during

the process if it believed that matters

had been satisfactorily addressed.
Federal Register / Vol. 60, No. 84 / Tuesday, May 2, 1995 / Notices 21579

If matters were not resolved at the end

of one year from the commencement of

the LCRP, the listed company could

formally request a reassignment of its

stock to another specialist unit. The

subcommittee would prepare a

recommendation to the QOMC as to

whether it is appropriate to reassign the

stock. The QOMC would review the

recommendation and give the parties an

additional opportunity to present their

views in writing. It would then make a

recommendation to the Exchange’s

Board of Directors. The Board could also

afford the parties an opportunity to

present their views in writing. The

Board would then determine whether

the stock should be reassigned. If the

stock were to be reassigned, the Board

would direct the Exchange’s Allocation

Committee to reallocate it. The then

current specialist unit and the unit of

any specialist member of the Board

would not be permitted to apply for

allocation of the stock. Proposed Rule

103C also provides that no reference to

the LCRP or the Board’s action would be

retained in the information maintained

by the Allocation Committee regarding

the then current specialist unit. The rule

further provides that the specialist unit

subject to a reallocation would not be

afforded any preferential treatment in

subsequent allocations as a result of a

reallocation pursuant to the rule.

2. Statutory Basis

The basis under the Act for the

proposed rule change is the requirement

under Section 6(b)(5) that an Exchange

have rules that are designed to promote

just and equitable principles of trade, to

remove impediments to, and perfect the

mechanism of a free and open market

and, in general, to protect investors and

the public interest. The adoption of Rule

103C is consistent with these objectives

in that it would enhance the Exchange’s

ability to foster closer relationships

between its specialists and their listed

companies.

B. Self-Regulatory Organization’s

Statement on Burden on Competition

The Exchange does not believe that

the proposed rule change will impose

any burden on competition that is not

necessary or appropriate in furtherance

of the purposes of the Act.

C. Self-Regulatory Organization’s

Statement on Comments on the

Proposed Rule Change Received From

Members, Participants or Others

The Exchange has neither solicited

nor received written comments on the

proposed rule change.

III. Date of Effectiveness of the

Proposed Rule Change and Timing for

Commission Action

Within 35 days of the publication of

this notice in the Federal Register or

within such other period (i) as the

Commission may designate up to 90

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 the self-regulatory organization

consents, the Commission will:

(A) By order approve the 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 coping 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 NYSE. All submissions

should refer to File No. SR–NYSE–95–

08 and should be submitted by May 23,

1995.

For the Commission, by the Division of

Market Regulation, pursuant to delegated

authority.

Margaret H. McFarland,

Deputy Secretary.

Exhibit A—New Rule 103C: Listed Company

Relations Proceedings

(a) A listed company may file with the

New Listings & Client Service Division a

written notification (‘‘Issuer Notice’’), signed

by the company’s chief executive officer, that

it wishes to commence a proceeding whereby

the Quality of Markets Committee (‘‘QOMC’’)

shall attempt to mediate and resolve nonregulatory issues that have arisen between

the company and its assigned specialist unit.

The Issuer Notice shall indicate the specific

issues sought to be mediated and resolved,

and what steps, if any, have been taken to try

to address them before the filing of the Issuer

Notice.

(b) The QOMC shall refer the Issuer Notice

to its Listed Company Relations

Subcommittee (the ‘‘Subcommittee’’) which

shall consist of two listed company members

of the QOMC, as well as a senior officer and

two vice-chairmen of the Exchange, provided

these individuals are also members of the

QOMC. The Subcommittee shall review the

Issuer Notice and shall notify the subject

specialist unit that a Listed Company

Relations Proceeding (‘‘LCRP’’) is being

commenced pursuant to this rule, and that

the LCRP shall run for one year from the date

of notice to the specialist unit, unless

concluded earlier by the listed company. The

specialist unit shall be provided with a copy

of the Issuer Notice, and shall be given two

weeks within which to submit a written

response to the Subcommittee.

(c) After the two-week period for a

response from the subject specialist unit, the

Subcommittee shall meet with

representatives of the listed company and the

specialist unit that are parties to the LCRP,

and shall identify specific steps that may be

taken to mediate and resolve matters

indicated in the Issuer Notice.

(d) The parties to the LCRP shall each

submit a written report to the Subcommittee

no later than three months from the date the

LCRP is commenced with respect to all

matters indicated in the Issuer Notice, and

any other matter that either party believes

may have a bearing on the LCRP. The listed

company may give written notice that it is

concluding the LCRP at any time if it believes

matters have been satisfactorily addressed. If

the listed company wishes the LCRP to

continue, it must so state. After receiving the

written reports from the parties to the LCRP,

the Subcommittee shall then advise the

QOMC, as appropriate. The Subcommittee

may meet further with the parties to the

LCRP, and identify such other specific steps

that may be taken to resolve matters, as it

deems appropriate. The same process shall

be followed at six and nine month intervals

from the date the LCRP is commenced,

unless the listed company has chosen to

conclude the LCRP.

(e) At the end of one year from the

commencement of the LCRP, the listed

company shall, in writing, either (i) inform

the Subcommittee that it wishes to conclude

the LCRP; or (ii) inform the Subcommittee

that matters between it and its specialist unit

remain unresolved, and that it wishes that its

stock be assigned to a different specialist

unit. The Subcommittee shall prepare a

report to the QOMC recommending either

that (i) the LCRP should be concluded; or (ii)

that the listed company’s stock should be

assigned to a different specialist unit.

(f) The QOMC shall review the report

prepared by the Subcommittee and shall give

the parties to the LCRP an opportunity to

present their views in writing. The QOMC

shall then make a recommendation to the

Exchange’s Board of Directors as to the

disposition of the LCRP, including a

recommendation as to whether the listed

company’s stock should be assigned to a

different specialist unit.

(g) The Exchange’s Board of Directors shall

review the QOMC’s recommendation and

may give the parties to the LCRP an
21580 Federal Register / Vol. 60, No. 84 / Tuesday, May 2, 1995 / Notices

1P.L. 103–305 defines ‘‘regional/commuter

carriers’’ as (a) all Part 135 carriers, and (b) Part 121

carriers whose operations consist entirely of service

with aircraft with 70 or fewer passenger seats. An

FAA-designated ‘‘nonhub’’ is a community that

accounts for less than 0.05 percent of all revenue

enplanements in the nation—less than 234,157

enplanements during calendar year 1993, the most

recent year for which data are available. 2The Appendix lists the 27 nonhubs at issue.

opportunity to present their views in writing.

The Board of Directors shall then determine

the appropriate disposition of the LCRP, and

may, if it deems such action to be in the best

interests of the Exchange, direct that the

Allocation Committee reallocate the listed

company’s stock to a different specialist unit.

The currently-assigned specialist unit and

the member organization of any specialist

member of the Board of Directors shall be

precluded from applying to be allocated the

stock. No reference to the LCRP or the

Board’s action shall be retained in the

information maintained by the Allocation

Committee with respect to the currentlyassigned specialist unit, and the currentlyassigned specialist unit shall not be afforded

preferential treatment in subsequent

allocations as a result of a reallocation

pursuant to this rule.

[FR Doc. 95–10789 Filed 5–1–95; 8:45 am]

BILLING CODE 8010–01–M

DEPARTMENT OF STATE

[Public Notice 2195]

Advisory Committee on International

Law; Meeting

A meeting of the Advisory Committee

on International Law will take place on

Thursday, May 18, 1995, from 2:00 to

approximately 5:00 p.m., as necessary,

in room 1207 of the United States

Department of State, 2201 C Street,

N.W., Washington, D.C. The meeting

will be chaired by the Legal Adviser of

the Department of State, Conrad K.

Harper, and will be open to the public

up to the capacity of the meeting room.

The meeting will focus on the

establishment of an international

criminal court and possible United

States Government involvement in

genocide cases before the International

Court of Justice, as well as review of

other current developments in

international law.

Entry to the building is controlled and

will be facilitated by advance

arrangements. Members of the public

desiring access to the session should,

prior to May 17, 1995, notify the Office

of the Assistant Legal Adviser for

United Nations Affairs (telephone (202)

647–6771) of their name, Social Security

number, date of birth, professional

affiliation, address and telephone

number in order to arrange admittance.

The above includes government and

non-government attendees. All

attendees must use the ‘‘C’’ entrance.

One of the following valid IDs will be

required for admittance: any U.S.

driver’s license with photo, a passport,

or a U.S. Government agency ID.

Dated: April 20, 1995.

Bruce C. Rashkow,

Assistant Legal Adviser for United Nations

Affairs; Executive Director, Advisory

Committee on International Law.

[FR Doc. 95–10689 Filed 5–1–95; 8:45 am]

BILLING CODE 4710–08–M

DEPARTMENT OF TRANSPORTATION

Office of the Secretary

Final Order Amending Certain

Tentative Findings Contained in an

Earlier Order to Show Cause Order 94–

10–5, Dated October 6, 1994

We are publishing the order in its

entirety as an appendix to this

document.

DATES: Issued in Washington, D.C. April

26, 1995.

EFFECTIVE DATE: April 26, 1995.

FOR FURTHER INFORMATION CONTACT:

Dennis DeVany, U.S. Department of

Transportation, Office of Aviation

Analysis, X–53, Room 6407C, 400 7th

Street, S.W., Washington, DC 20590

(202) 366–1061.

Patrick V. Murphy,

Acting Assistant Secretary for Aviation and

International Affairs.

Appendix

[Order 95–4–38; Docket 49814]

Waivers for Regional/Commuter Carriers

from Certain Service Termination Notice

Requirements; Final Order Granting Waiver

By Order 94–10–5, October 6, 1994, the

Department tentatively established criteria

for granting waivers to regional/commuter

carriers from the notice provision of the

Federal Aviation Administration

Authorization Act of 1994 (Public Law 103–

305). That law requires carriers to file a 45-

day notice of their intention to suspend

service at FAA-designated nonhub

communities. However, it also instructed the

Department to establish terms and conditions

under which regional/commuter carriers

were to be exempted from the notice

requirement.1

Order 94–10–5 proposed that the notice

requirement should be waived for regional/

commuter carriers under either of two

scenarios: first, if the affected community

would continue to receive scheduled service

with jet aircraft; or second, if the affected

community would continue to receive

scheduled service from at least two other

regional/commuter carriers. Thus, in

situations where reasonable levels of capacity

would remain in the form of at least one jet

operator or at least two regional/commuter

carriers, no 45-day notice would have been

required.

The Regional Airline Association (RAA)

has responded to Order 94–10–5 on behalf of

its members. According to the RAA, the

legislative history of Public Law 103–305

clearly suggests that the notice requirement

is aimed at jet service, particularly at the 27

nonhubs for which the Department has not

established essential air service

determinations.2 The RAA contends that, if

the Department’s proposed waiver criteria

were finalized, the effect would be the

creation of notice obligations at many

nonhubs that are served exclusively by

regional/commuter carriers. The RAA

concludes that our proposed criteria would

thus shift the main burden of the requirement

from major carriers providing jet service at a

small number of nonhubs, as intended by

Congress, to many regional/commuter

carriers serving numerous small communities

throughout the country.

We agree with the RAA that our proposed

criteria were unnecessarily narrow. The

legislative history of Public Law 103–305

indicates that the focus of Congress’s concern

was the abrupt loss of jet service at nonhubs

for which we have not established essential

air service determinations. Moreover,

communities for which we have established

determinations already enjoy the protections

of the more stringent 90-day notice

requirement and hold-in provisions

contained in 49 U.S.C. 41734; application of

the new 45-day notice in such cases would

therefore be superfluous.

Under these circumstances, we conclude

that regional/commuter carriers should be

subject to the 45-day notice requirement of

Public Law 101–305 only at communities for

which the Department has not established an

essential air service determination. We will

therefore grant a waiver from the notice

requirement to regional/commuter carriers

serving nonhubs for which the Department

has established a determination. In the latter

cases, however, carriers should be mindful

that they remain subject to the more stringent

essential air service provisions contained in

49 U.S.C. 41734.

The appendix to this order contains the

nonhubs to which the 45-day notice

requirement continues to apply. We would

stress, however, that this list is likely to

change over time. Some communities may

grow from nonhubs to small hubs while

others shrink from small hubs to nonhubs, or

we could ultimatey establish determinations

for some communities that currently have

none.

Accordingly,

1. We grant a waiver from the 45-day

notice requirement contained in the Federal

Aviation Administration Authorization Act

of 1994, Public Law 103–305, to all regional/

commuter carriers insofar as it would apply

to service at nonhub communities for which

the Department has established essential air

service determinations;