Federal Register / Vol. 60, No. 69 / Tuesday, April 11, 1995 / Notices 18435

8 17 CFR 200.30–3(a)(12) (1994).

1 15 U.S.C. 78s(b)(1) (1988).

2Conforming changes have been proposed to OCC

Rules 1804(a) and (b).

3Ex-by-ex processing presumes that a clearing

member would desire to exercise all options that

are in-the-money by a specified threshold.

Accordingly, all options subject to ex-by-ex

processing are identified as being in-the-money, atthe-money, or out-of-the-money in a report

provided to the clearing member through C/MACS

or by hard copy. Such report reflects that the

clearing member instructs OCC to exercise all

options that are in-the-money by the threshold

amount. However, the clearing member can issue

contrary instructions to OCC.

available for inspection and copying in

the Commission’s Public Reference

Room, 450 Fifth Street, NW.,

Washington, DC 20549. Copies of such

filing will also be available for

inspection and copying at the principal

office of OCC. All submissions should

refer to the file number SR–OCC–95–02

and should be submitted by May 2,

1995.

For the Commission by the division of

Market Regulation, pursuant to delegated

authority.8

Margaret H. McFarland,

Deputy Secretary.

[FR Doc. 95–8870 Filed 4–10–95; 8:45 am]

BILLING CODE 8010–01–M

[Release No. 34–35566; File No. SR–OCC–

95–03]

Self-Regulatory Organizations; The

Options Clearing Corporation; Notice

of Filing of a Proposed Rule Change

Relating to OCC’s Exercise-byException Procedures Applicable to

Expiring Index Options

April 5, 1995.

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

Securities Exchange Act of 1934

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

February 16, 1995, The Options Clearing

Corporation (‘‘OCC’’) filed with the

Securities and Exchange Commission

(‘‘Commission’’) the proposed rule

change (File No. SR–OCC–95–03) 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.

I. Self-Regulatory Organization’s

Statement of the Terms of Substance of

the Proposed Rule Change

The purpose of the proposed rule

change is to reduce the threshold used

to determine the in-the-money amount

of index options (other than flexibly

structured index options) carried in

clearing members’ customers’ accounts

in connection with OCC’s exercise-byexception processing procedures.2

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 that 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

The purpose of the proposed rule

change is to modify the exercise

threshold for index option contracts,

including Quarterly Index Expiration

option contracts, carried in a clearing

member’s customer account in

connection with OCC’s exercise-byexception (‘‘ex-by-ex’’) processing

procedures.3 The exercise threshold

used for flexibly structured index

options is not effected by the proposed

change.

Two thresholds are currently

specified in OCC’s Rules; the first

threshold is for index options carried in

clearing members’ customers’ accounts,

and the second threshold is for index

options carried in all other clearing

member accounts. The current threshold

for customer positions is $25.00 per

index option contract and the threshold

for all other positions is $1.00 per index

option contract. OCC proposes to reduce

the threshold for customer positions to

$1.00 per index option contract. Any

position in-the-money by that amount or

more would be exercised unless the

clearing member submitted a timely,

contrary instruction to OCC. The

proposed change to the threshold for exby-ex processing will not affect clearing

members’ obligations to their customers

or correspondent brokers, which are

determined by contract and by generally

applicable principles of law.

The proposed change has been

discussed with representatives from

OCC’s participant exchanges and

clearing membership who have

concurred in its implementation.

Clearing member representatives have

advised OCC that the change would

reduce the risks associated with the

expiration of index options as well as

their operational costs. Accordingly,

OCC believes that the proposed change

would provide cost savings to its

clearing membership without affecting

the risk of processing expiring options.

OCC believes the proposed rule

change is consistent with the

requirements of the Act, specifically

Section 17A of the Act, and the rules

and regulations thereunder because the

rule proposal will facilitate the prompt

and accurate clearance and settlement of

index options transactions.

(B) Self-Regulatory Organization’s

Statement on Burden on Competition

OCC does not believe that the

proposed rule change will impact or

impose a burden on competition.

(C) Self-Regulatory Organization’s

Statement on Comments on the

Proposed Rule Change Received From

Members, Participants, or Others

No written comments have been

solicited or received. OCC will notify

the Commission of any written

comments received by OCC.

III. Date of Effectiveness of the

Proposed Rule Change 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 OCC 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 written submissions

should file six copies thereof with the

Secretary, Securities and Exchange

Commission, 450 Fifth Street, NW.,

Washington, DC 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, NW.,
18436 Federal Register / Vol. 60, No. 69 / Tuesday, April 11, 1995 / Notices

4 17 CFR 200.30–3(a)(12) (1994).

Washington, DC 20549. Copies of such

filing will also be available for

inspection and copying at the principal

office of OCC. All submissions should

refer to the file number SR–OCC–95–03

and should be submitted by May 2,

1995.

For the Commission by the Division of

Market Regulation, pursuant to delegated

authority.4

Margaret H. McFarland,

Deputy Secretary.

[FR Doc. 95–8869 Filed 4–10–95; 8:45 am]

BILLING CODE 8010–01–M

[Release No. 35–26265]

Filings Under the Public Utility Holding

Company Act of 1935, as Amended

(‘‘Act’’)

April 5, 1995.

Notice is hereby given that the

following filing(s) has/have been made

with the Commission pursuant to

provisions of the Act and rules

promulgated thereunder. All interested

persons are referred to the application(s)

and/or declaration(s) for complete

statements of the proposed

transaction(s) summarized below. The

application(s) and/or declaration(s) and

any amendments thereto is/are available

for public inspection through the

Commission’s Office of Public

Reference.

Interested persons wishing to

comment or request a hearing on the

application(s) and/or declaration(s)

should submit their views in writing by

May 1, 1995, to the Secretary, Securities

and Exchange Commission,

Washington, DC 20549, and serve a

copy on the relevant applicant(s) and/or

declarant(s) at the address(es) specified

below. Proof of service (by affidavit or,

in case of an attorney at law, by

certificate) should be filed with the

request. Any request for hearing shall

identify specifically the issues of fact or

law that are disputed. A person who so

requests will be notified of any hearing,

if ordered, and will receive a copy of

any notice or order issued in the matter.

After said date, the application(s) and/

or declaration(s), as filed or as amended,

may be granted and/or permitted to

become effective.

The Southern Company (70–8595)

Notice of Proposal to Issue Common

Stock; Order Authorizing Solicitation of

Proxies

The Southern Company (‘‘Southern’’),

64 Perimeter Center East, Atlanta,

Georgia 30346, a registered holding

company, has filed a declaration under

sections 6(a), 7 and 12(e) of the Act and

rules 54, 62 and 65 thereunder.

Souther proposes, from time to time

through December 31, 2005, to issue up

to one million shares of its common

stock, par value $5.00 per share

(‘‘Common Stock’’), pursuant to The

Outside Directors Stock Plan for

Subsidiaries of The Southern Company

(‘‘Plan’’). The Commons Stock to be

issued was authorized by order dated

November 2, 1993 (HCAR No. 25917)

(‘‘1993 Order’’). In addition, the 1993

Order authorizes Southern to acquire

Common Stock on the open market to

deliver to a director in accordance with

the Plan.

The Plan provides that any member of

the Board of Directors of a System

Company, defined in the Plan as

Alabama Power Company (‘‘Alabama

Power’’), Georgia Power Company

(‘‘Georgia Power’’), Gulf Power

Company (‘‘Gulf Power’’), Mississippi

Power Company (‘‘Mississippi Power’’)

and Savannah Electric and Power

Company (‘‘Savannah Electric’’), who is

not otherwise actively employed by

Southern or any of its subsidiaries or

affiliates shall receive a portion of his or

her annual retainer fee (‘‘Retainer Fee’’),

as set forth in the table below, in

unrestricted Common Stock of

Southern, with the remainder of the

Retainer Fee to be payable, in

increments elected by the director, in

cash or in unrestricted Common Stock

of Southern. Initially, annual Retainer

Fees for directors of the System

Companies are as follows:

Company

Annual

retainer

fee

Dollar

amount

of required

stock distribution

Albama Power .......... $20,000 $3,000

Georgia Power .......... 23,000 3,000

Gulf Power ................ 12,000 2,000

Mississippi Power ..... 12,000 2,000

Savannah Electric ..... 12,000 2,000

The board of directors of Southern has

adopted the Plan, subject to stockholder

approval. The Plan will be administered

by the Compensation Committee of the

board of directors of Southern

(‘‘Committee’’). The Committee will

have the discretion to interpret the Plan,

including any ambiguities contained

therein and, subject to its provisions, to

make all determinations necessary or

desirable for the Plan’s administration.

Outside directors shall have a onetime opportunity, pursuant to the Plan,

to elect the remaining portion of his or

her compensation in excess of the dollar

amount of required stock distribution to

be paid in Common Stock. Such

election shall be made on the form

provided to the director by the

Committee, which form shall

acknowledge that once made, such

election is irrevocable. Notwithstanding

the foregoing, if, when and as permitted

by the Commission, the Plan

Administrator may allow a Participant

to elect to change the amount of his or

her Retainer Fee paid in Common Stock;

provided, that such election shall not

affect the dollar amount of such

Participant’s required Common Stock

distribution.

Any Common Stock due to a

nonemployee director will be paid on a

quarterly basis, with the first such

quarterly distribution being made on

April 1 of each year and succeeding

quarterly distributions being made on

July 1, October 1, and January 1 of each

year. Notwithstanding the foregoing, for

purposes of the 1995 calendar year, no

stock distributions shall be made prior

to July 1, 1995; provided, however, that

for participants who are directors of

Alabama Power and Georgia Power the

stock distribution to be made on July 1,

1995 quarterly distributions.

The amount of Common Stock to be

distributed to a nonemployee director

pursuant to the Plan shall initially be

determined by first dividing the

director’s required and elected dollar

amount of Common Stock compensation

under the Plan by four and then

dividing such quarterly quotient by the

market value of the Common Stock on

the date one day prior to the date of

distribution, with subsequent

distributions based on such quarterly

quotient divided by the market value of

the Common Stock on the date one day

prior to the date of such subsequent

distributions. For purposes of valuing

such Common Stock, the term ‘‘market

value’’ shall mean the average of the

high and low prices of the Common

Stock, as published in the Wall Street

Journal in its report of New York Stock

Exchange composite transactions, on the

date such market value is to be

determined (or the average of the high

and low sale prices on the trading day

immediately preceding such date if the

Common Stock is not traded on the

applicable valuation date).

Southern further proposes to submit

the Plan for consideration and action by

its stockholders at the annual meeting of

such stockholders to be held on May 24,

1995, and in connection therewith, to

solicit proxies from its stockholders.

Consequently, Southern requests that

the effectiveness of its declaration with

respect to such solicitation of proxies be

permitted to become effective as soon as

practicable as provided in rule 62(d).