13822 Federal Register / Vol. 66, No. 45 / Wednesday, March 7, 2001 / Notices

8 15 U.S.C. 78s(b)93)(A).

9 17 CFR 240.19b–4(f)(6). 10As required under Rule 19b–4(f)(6)(iii), the

Exchange provided the Commission with written

notice of its intent to file the proposed rule change

at least five business days prior to the filing date

or such shorter time as designated by the

Commission. 11 17 CFR 240.19b–4(f)(6). 12 17 CFR 240.19b–4(f)(6)(iii). 13 17 CFR 200.30–3(a)(12).

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

2 17 CFR 240.19b–4.

3See letter from Cindy L. Sink, Senior Attorney,

Regulatory Policy, PCX, to Marc F. McKayle,

Special Counsel, Division of Market Regulation,

Commission, dated February 16, 2001

(‘‘Amendment No. 1’’). In Amendment No. 1, the

Exchange amended the filing to indicate its belief

that the statutory basis for the Commission’s

approval of the proposed rule change is section

6(b)(3) of the Act, as opposed to section 6(b)(5). The

Exchange also made clear that the proposed rule

change would not alter the present compositional

balance of the PCXE Board of Directors between

public directors and directors affiliated with

brokers or dealers, and that at least 20% of the

PCXE Board of Directors, but no fewer than two,

will continue to be nominated by the Equity

Trading Permit Holders Nominating Committee

whether the size of the Board remains at ten (10)

or is expanded to twelve (12).

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

Because the proposed rule change (1)

does not significantly affect the

protection of investors or the public

interest; (2) does not impose any

significant burden on competition; and

(3) does not become operative for 30

days from the date of filing, or such

shorter time as the Commission may

designate if consistent with the

protection of investors and the public

interest, the proposed rule change has

become effective pursuant to section

19(b)(3)(A) of the Act8 and Rule 19b–

4(f)(6)9 thereunder.10

A proposed rule change filed under

Rule 19b–4(f)(6)11 normally does not

become operative prior to 30 days after

the date of filing. However, pursuant to

Rule 19b–4(f)(6)(iii),12 the commission

may designate a shorter time if such

action is consistent with the protection

of investors and public interest. The

Exchange seeks to have the proposed

rule change become operative on or

before February 28, 2001, in order to

allow the Pilot to continue in effect on

an uninterrupted basis.

The Commission, consistent with the

protection of investors and the public

interest, has determined to make the

proposed rule change operative

immediately through March 31, 2001.

The extension of the Pilot will provide

the Commission with additional time to

review and evaluate the Extension

Proposal.

The Commission notes that unless the

Pilot is extended, the Pilot will expire

and the provisions of Sections 312.01,

312.03, and 312.04 of the Exchange’s

Listed Company Manual that were

amended in the Pilot will revert to those

in effect prior to June 4, 1999. The

Commission believes that such a result

could lead to confusion.

Based on these reasons, the

Commission believes that it is

consistent with the protection of

investors and the public interest that the

proposed rule change become operative

immediately through March 31, 2001.

At any time within 60 days of the filing

of the proposed 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.

IV. Solicitation of Comments

Interested persons are invited to

submit written data, views and

arguments concerning the foregoing,

including whether the proposal is

consistent with the Act. Persons making

written submissions should file six

copies thereof with the Secretary,

Securities and Exchange Commission,

450 Fifth Street NW., Washington, DC

20549–0609. 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

Room. 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–01–04 and should be

submitted by March 28, 2001.

For the Commission, by the Division of

Market Regulation, pursuant to delegated

authority.13

Margaret H. McFarland,

Deputy Secretary.

[FR Doc. 01–5539 Filed 3–6–01; 8:45 am]

BILLING CODE 8010–01–M

SECURITIES AND EXCHANGE

COMMISSION

[Release No. 34–44026; File No. SR–PCX–

01–03]

Self-Regulatory Organizations; Notice

of Filing of Proposed Rule Change by

the Pacific Exchange, Inc. and

Amendment No. 1 Thereto To Permit

an Officer or Director of a Facility of

PCX Equities To Serve on the PCX

Equities Board of Directors

February 28, 2001.

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

Securities Exchange Act of 1934

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

notice is hereby given that on January 9,

2001, the Pacific Exchange, Inc. (‘‘PCX’’

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 PCX. On February 20,

2001, PCX filed Amendment No. 1 to

the proposal.3 The Commission is

publishing this notice to solicit

comments on the proposed rule change

from interested persons, as amended.

I. Self-Regulatory Organization’s

Statement of the Terms of Substance of

the Proposed Rule Change

The PCX proposes to amend the

Bylaws of its wholly-owned subsidiary,

PCX Equities, Inc. (‘‘PCXE’’ or

‘‘Corporation’’) to permit an officer or

director of a facility of PCXE to serve on

its Board of Directors. The text of the

amended PCXE Bylaw is as follows:

Proposed additions are italicized.

ARTICLE III

Board of Directors

Number; Election; Qualification; Term

Nomination

Sec. 3.02.

(a) The Board of Directors shall

consist of not less than ten (10) or more

Federal Register / Vol. 66, No. 45 / Wednesday, March 7, 2001 / Notices 13823

4The proposal will not alter the compositional or

nomination criteria for the PCXE Board of Directors.

See Amendment No. 1, supra note 3.

5See Securities Exchange Act Release No. 43608

(November 21, 2000), 65 FR 78822 (December 15,

2000) (Notice of File No. SR–PCX–00–25 proposing

to create a new electronic trading facility of the

PCXE called Archipelago Exchange).

6 15 U.S.C. 78f(b).

7 15 U.S.C. 78f(b)(3).

8See Amendment No. 1, supra note 3.

9 17 CFR 200.30–3(a)(12).

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

2 17 CFR 240.19B–4.

than twelve (12) directors, with the

Board of Directors currently

contemplated to consist initially of ten

(10) members. The authorized number

of Directors shall be as determined from

time to time by resolution of the Board

of Directors. At least fifty percent (50%)

of the Directors will be persons from the

public and will not be, or be affiliated

with, a broker or dealer in securities. At

least twenty (20%) of the Directors (but

no fewer than two (2) Directors) will be

nominees of the ETP/Equity ASAP

Nomination Committee, pursuant to

Rule 3 of the Corporation. An officer or

director of a facility of the Corporation

may serve on the Board of Directors.

The term of office of a Director shall not

be affected by any decrease in the

authorized number of Directors.

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

PCX 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 PCX 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

Currently, the Board of Directors may

consist of not less than (10) or more

then twelve (12) directors. Currently the

Board of Directors consists of ten (10)

members. The authorized number of

Directors is determined from time to

time by resolution of the Board of

Directors. At least fifty percent (50%) of

the Directors are persons from the

public (i.e., not a broker or dealer in

securities or affiliate thereof). At least

twenty (20%) of the Directors (but no

fewer than two (2) Directors) will be

nominees of the ETP/Equity ASAP

Nomination Committee, pursuant to

Rule 3 of the Corporation.4

The Exchange and its wholly-owned

subsidiary, PCXE, propose to change

this PCXE Bylaw to permit an officer or

director of a facility of PCXE

(Corporation) to serve on the Board of

Directors of PCXE.

The PCX and PCXE have entered into

various agreements with Archipelago

Holding, L.L.C. (‘‘Archipelago’’ or

‘‘Company’’) under which Archipelago

Exchange, L.L.C. (‘‘Arca’’), a subsidiary

of Archipelago Holdings, L.L.C. would

operate Area as a facility of the PCXE.5

PCX, through PCXE, recently proposed

to create a new electronic trading

facility of the PCXE called Archipelago

Exchange. The proposed rule change

would permit an Archipelago member,

officer or director to serve on the Board

of Directors.

The proposed Bylaw amendment calls

for a designee of a ‘‘facility of the

Corporation’’ to provide flexibility.

Under the proposal, permitting a facility

designee to serve on the PCXE Board of

Directors would not decrease the

number of public members or number of

nominees of the ETP/Equity ASAP

Nomination Committee serving on the

Board.

2. Statutory Basis

The Exchange believes that the

proposed rule change is consistent with

Section 6(b) of the Act,6 in general, and

furthers the objectives of section

6(b)(3),7 in particular, in that it is

consistent with the fair representation

principles set forth in the Act.8

B. Self-Regulatory Organization’s

Statement 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

Written comments on the proposed

rule change were neither solicited nor

received.

III. Date of Effectiveness of the

Proposed Rule Change and Timing for

Commission Action

Within 35 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

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 such 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,

including whether the proposed rule

change is consistent with the Act.

Persons making written submissions

should file six copies thereof with the

Secretary, Securities and Exchange

Commission, 450 Fifth Street, NW.,

Washington DC 20549–0609. 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

Room. Copies of such filing will also be

available for inspection and copying at

the principal office of the PCX. All

submissions should refer to File No.

SR–PCX–01–03 and should be

submitted by March 28, 2001.

For the Commission, by the Division of

Market Regulation, pursuant to delegated

authority.9

Margaret H. McFarland,

Deputy Secretary.

[FR Doc. 01–5544 Filed 3–6–01; 8:45 am]

BILLING CODE 8010–01–M

SECURITIES AND EXCHANGE

COMMISSION

[Release No. 34–44021; File No. SR–PHLX–

01–14]

Self-Regulatory Organizations; Notice

of Filing and Immediate Effectiveness

of Proposed Rule Change by the

Philadelphia Stock Exchange, Inc.

Relating to a Rebate for Certain Fees

Incurred in Connection with the

Exchange’s Payment for Order Flow

Fee Program

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

Securities Exchange Act of 1934

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

notice is hereby given that on January