[Federal Register Volume 60, Number 33 (Friday, February 17, 1995)]
[Notices]
[Pages 9418-9419]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 95-4046]



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SECURITIES AND EXCHANGE COMMISSION
[Release No. 34-35362; File No. SR-OCC-94-13]


Self-Regulatory Organizations; The Options Clearing Corporation, 
Notice of Filing and Immediate Effectiveness of Proposed Rule Change 
Amending the Stockholders Agreement

February 13, 1995.
    Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 
(``Act''),\1\ notice is hereby given that on December 28, 1994, The 
Options Clearing Corporation (``OCC'') 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 OCC. The Commission is publishing this notice to solicit 
comments on the proposed rule change from interested persons.

    \1\15 U.S.C. Sec. 78s(b)(1) (1988).
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I. Self-Regulatory Organization's Statement of the Terms of Substance 
of the Proposed Rule Change

    OCC proposes to amend Section 2 of its Stockholders Agreement to 
extend the voting agreement contained therein for a term coextensive 
with the term of the Stockholders Agreement and to conform the 
Stockholders Agreement to an amendment made to OCC's Restated 
Certificate of Incorporation providing for public directors on OCC's 
board of directors.\2\ OCC also proposes to amend its address and that 
of the Chicago Board Options Exchange, Inc. as they appear in the 
Stockholders Agreement.

    \2\For a description of the amendment to OCC's Restated 
Certificate of Incorporation providing for public directors on OCC's 
board of directors, refer to Securities Exchange Act Release No. 
30449 (March 6, 1992), 57 FR 8949 [File No. 92-02] (order approving 
proposed rule change).

[[Page 9419]]

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

    In its filing with the Commission, OCC 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. OCC 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

    OCC proposes to amend Section 2 of its Stockholders Agreement to 
extend the voting agreement for a term coextensive with the term of the 
Stockholders Agreement. OCC also proposes to amend the Stockholders 
Agreement so it conforms to an amendment made to OCC's Restated 
Certificate of Incorporation providing for public directors on the 
board of directors, which was approved by the Commission on March 6, 
1992.\3\ In addition, OCC proposes to amend its address and that of the 
CBOE as they appear in the Stockholders Agreement.

    \3\Supra note 2.
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    OCC, the American Stock Exchange, the Chicago Board Options 
Exchange, the New York Stock Exchange, the Pacific Stock Exchange, and 
the Philadelphia Stock Exchange are parties to a Stockholders Agreement 
dated January 3, 1975, as amended. Pursuant to Section 13 of the 
Stockholders Agreement, the voting agreement contained in Section 2 of 
the Stockholders Agreement will expire on January 3, 1995, unless 
extended.
    In the past, Delaware law required that voting agreements among 
stockholders be limited to a term of ten years or less. However, a 
recent amendment to Delaware law eliminated the ten year limitation. 
Accordingly, the proposed amendment to the Stockholders Agreement would 
extend the voting agreement contained in Section 2 for a term 
coextensive with the term of the Stockholders Agreement which is 
effective until terminated by the mutual agreement of OCC and each 
stockholder.
    OCC also proposes to amend the Stockholders Agreement to conform it 
to an amendment made to OCC's Restated Certificate of Incorporation 
providing for public directors. OCC proposes to: (1) define public 
director in the same manner as defined in OCC's Certificate of 
Incorporation and By-Laws; (2) to include public directors in Section 
2, Voting Shares of Stock; and (3) to add language to Section 3, Clause 
(ii) regarding the election of public directors. OCC also proposes to 
amend the addresses of OCC and the CBOE as they appear in Section 15 
(a) and (b) of the Stockholders Agreement, respectively.
    The Commission believes that the proposed rule change to OCC's 
Stockholder's Agreement is consistent with Section 17A of the Act and 
specifically with Section 17A(b)(3)(C).\4\ Section 17A(b)(3)(C) 
requires that a clearing agency assure fair representation of its 
shareholders or members and participants in the selection of its 
directors and administration of its affairs. The proposed rule change 
provides fair representation to stockholders by extending their voting 
rights to a term coextensive with the term of the Stockholders 
Agreement. The proposed rule change also assures fair representation in 
the selection of its directors and administration of its affairs by 
providing for public directors in conformity with OCC's Restated 
Certificate of Incorporation.

    \4\15 U.S.C. Sec. 78q(b)(3)(C) (1988).
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B. Self--Regulatory Organization's Statement on Burden on Competition

    OCC does not believe that the proposed rule change would impose any 
burden on competition.

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

    Written comments were not and are not intended to be solicited with 
respect to the proposed rule change, and none have been received.

III. Date of Effectiveness of the Proposed Rule Change and Timing for 
Commission Action

    The foregoing rule change has become effective pursuant to Section 
19(b)(3)(A)(iii)\5\ of the Act and pursuant to Rule 19b-4(e)(3)\6\ 
promulgated thereunder, because the proposal is concerned solely with 
the administration of OCC. At any time within sixty days of the filing 
of such rule change, the Commission may summarily abrogate such rule 
change if it appears to the Commission that such action is necessary or 
appropriate in the public interest, for the protection of investors, or 
otherwise in furtherance of the purposes of the Act.

    \5\15 U.S.C. Sec. 78s(b)(3)(A)(iii) (1988).
    \6\17 CFR 240.19b-4(e)(3) (1994).
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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. Sec. 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 will also be available 
for inspection and copying at the principal office of OCC. All 
submissions should refer to File No. SR-OCC-94-13 and should be 
submitted by March 10, 1995.

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

    \7\17 CFR 200.30-3(a)(12) (1994).
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Margaret H. McFarland,
Deputy Secretary.
[FR Doc. 95-4046 Filed 2-16-95; 8:45 am]
BILLING CODE 8010-01-M