[Federal Register Volume 61, Number 232 (Monday, December 2, 1996)] [Notices] [Pages 63889-63892] From the Federal Register Online via the Government Publishing Office [www.gpo.gov] [FR Doc No: 96-30611] ----------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION [Release No. 34-37977; File No. SR-PHLX-96-49] Self-Regulatory Organizations; Notice of Filing and Immediate Effectiveness of Proposed Rule Change by the Philadelphia Stock Exchange, Incorporated, Relating to Amending Floor Procedure Advice F- 24, The Wheel November 25, 1996. 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 November 11, 1996,\1\ the Philadelphia Stock Exchange Incorporated (``PHLX'' or ``Exchange'') 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 by the self-regulatory organization. The Exchange has designated the proposed rule change as constituting a ``non-controversial'' rule change under paragraph (e)(6) of Rule 19b-4 under the Act which renders the proposal effective upon receipt of this filing by the Commission.\2\ The Commission is publishing this notice to solicit comments on the proposed rule change from interested persons. --------------------------------------------------------------------------- \1\ On November 20, 1996, the PHLX filed Amendment No. 1 with the Commission. Amendment No. 1 constitutes a substantive change in the proposal in that it redesignates the proposal as a ``noncontroversial'' rule filing under Rule 19b-4(e)(6) rather a 19b-4(e)(5). The amendment also states that the Exchange intends to monitor the operation of the Wheel for excessive sign-on and sign- off practices by ROTs, and that Wheel participation is mandatory for specialists. See Letter from Philip H. Becker, Senior Vice President, Chief Regulatory Officer, PHLX, to Michael Walinskas, Senior Special Counsel, Division of Market Regulation, Commission, dated November 19, 1996. \2\ The Exchange has requested that this proposal be implemented on December 13, 1996. The Exchange has represented that this proposed rule change: (i) will not significantly affect the protection of investors or the public interest; (ii) will not impose any significant burden on competition; and (iii) will not become operative for 30 days after the date of the filing. --------------------------------------------------------------------------- I. Self-Regulatory Organization's Statement of the Terms of Substance of the Proposed Rule Change The Exchange proposes to amend Floor Procedure Advice (``Advice'') F-24, AUTO-X Contra-Party Participation (``The Wheel''), to: (1) eliminate most of the sign-on and sign-off provisions; (2) rotate the Wheel in two, five and ten lot increments, depending on the size of the trading crowd's AUTO-X guarantee, as opposed to ten lot increments, as is currently stated in Advice F-24; (3) permit two Floor Officials to require all assigned ROTs to participate on the Wheel; and (4) update the text with minor revisions. The Wheel is an automated mechanism for assigning floor traders (Specialists and Registered Option Traders (``ROTs'')) on a rotating basis, as contra-side participants to AUTO-X orders. AUTO-X is the automatic execution feature of the Exchange's Automated Options Market (``AUTOM'') system,\3\ which provides customers with automatic executions of [[Page 63890]] eligible option orders at displayed markets. --------------------------------------------------------------------------- \3\ AUTOM is an electronic order routing system for options orders. --------------------------------------------------------------------------- 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's Wheel provisions were approved by the Commission in 1994 as Advice F-24.\4\ These provisions do not currently appear in any other Exchange rules.\5\ The purpose of the Wheel is to increase the efficiency and liquidity of order execution through AUTO-X by including all floor traders in the automated assignment of contra-parties to incoming AUTO-X orders. The Wheel is intended to make AUTO-X more efficient, as contra-side participation will be assigned automatically, and no longer be entered manually. The Wheel is also intended to promote liquidity by including ROTs, as opposed to solely specialists, as a contra-side to AUTO-X orders. --------------------------------------------------------------------------- \4\ Securities Exchange Act Release No. 35033 (November 30, 1994), 59 FR 63152 (December 7, 1994). \5\ Separately, the Exchange intends to incorporate the Wheel provisions, as amended, into an AUTOM Rule. --------------------------------------------------------------------------- The Exchange does not believe that the proposed amendments will impair the price or time of the AUTO-X executions or the quality of markets for PHLX-listed options. The Wheel affects only who the contra- side participant may be, not the process, price or time of the actual execution. The Exchange does not believe that the market making and AUTO-X burden of the specialists will be increased by Wheel implementation, even if a particular Wheel only consists of specialist participation. For example, the Exchange does not believe that a specialist, alone on the Wheel, would disseminate wider markets, because the specialist would only be impairing his own business and reputation as a specialist. Also, AUTO-X volume represents a small percentage of Exchange options volume. In addition, the Exchange notes that quote spread parameters help ensure that markets remain within certain limits. In fact, with the Wheel in effect, specialists will be freed of the manual process of inserting ROTs at parity as contra-side participants, which may better enable specialists to monitor and perhaps improve markets. Due to technical delays associated with balancing various option automation projects, the Wheel has not yet been implemented, but is currently scheduled for implementation by the end of 1996. The Exchange continues to believe that the Wheel offers important benefits to AUTO-X participants, as stated above. Currently, respecting AUTO-X orders, as stated in the proposal to adopt the Wheel, floor trader contra-side participation defaults to the account of the specialist if no step is taken to manually add the participation of an ROT. The specialist is the party who manually enters ROT participation. ROTs are eligible for participation when they have established priority or parity at the execution price. Consequently, before contra-side information can be added, the trading crowd has to resolve among itself which floor trader(s) had priority or parity at the execution price. Quite often, several floor traders are on parity, thus requiring keypunch entries for each such trader. The more contra-side participants that must be added to a trade, the more of a delay there is in processing the participant information to the trade and the more the process becomes prone to keypunch errors and additional manual paperwork. The implementation of the proposed rule change to the Wheel will automatically include eligible ROTs in AUTO-X executions according to a specific rotation procedure, thus reducing the manual inclusion of ROTs as contra-side participants. An additional result of the change will be that ROTs on parity who are not signed-on the Wheel will not participate in AUTO-X trades. The Exchange believes that the inability of ROTs at parity to participate in AUTO-X trades absent Wheel participation will be a strong incentive for Wheel sign- on. Several changes to the Wheel are proposed at this time, as listed above. First, certain sign-on and sign-off provisions are being deleted in order to encourage maximum participation on the Wheel. Currently, in order to be placed on the Wheel for an entire trade day, PHLX requirements state that the respective ROT must sign-on, in person on the trading floor for that listed option by no later than 9:30 AM on that day. If not signed on by 9:30 A.M., an ROT may be added to the Wheel for all or any portion of the half-day session, commencing at 12:30 P.M., by signing-on in person at any time during that morning session. An ROT may sign-off the Wheel at any time during the trade day. An ROT signed-on for an entire day may sign-off up to twice during that day and still be eligible to sign-on again on that day, but a third sign-off in the same day will cause that ROT to become ineligible for the Wheel for the remainder of that trade day. An ROT who has signed-on for the half-day session may sign-off once during that session and still be eligible to sign-on again for that session, but a second sign-off during that half-day session will cause that ROT to be ineligible for the Wheel for the remainder of that session. The limitations on the number of sign-ons and sign-offs per day as well as the requirement that an ROT sign-on by 9:30 A.M. are being deleted. The Exchange does not want to limit Wheel participation by imposing stringent sign-on/sign-off requirements. However, the Exchange realizes that if experience gained through operation of the Wheel demonstrates that such requirements are needed, the Options Committee will consider such changes. Certain provisions concerning sign-on and sign-off will remain in effect. ROTs will continue to be subject to certain log-on requirements, including that an ROT sign-on in person on the trading floor in individual listed options. Sign-offs are effective immediately for all options for which the ROT is on the Wheel, and a sign-off shall be effective immediately upon being processed for deletion in the system. Also, no two associated or dually affiliated ROTs may be on the Wheel for the same option at the same time. In addition, to address the concern expressed by the Commission that ROTs fulfill their market making obligations, the Exchange will monitor the operation of the Wheel for indications of excessive sign-on and sign- off practices by ROTs, through terminal access to sign-on and sign-off information for each ROT and the next-day reports. The Exchange emphasizes that the specialist's obligations respecting AUTO-X and the Wheel are obligatory and central to the specialist function. Floor Procedure Advice (``Advice'') A-13 requires specialists to engage AUTO-X within three minutes of completing an opening or reopening rotation. This means that AUTO-X participation is required for specialists. Advice F-24 concerning the Wheel also specifically states that specialists on the options floor are required to participate on the [[Page 63891]] Wheel in assigned issues. Also, the mandatory nature of the Wheel for specialists was stated in the original proposed rule change to adopt the Wheel and in the Commission's approval order.\6\ --------------------------------------------------------------------------- \6\ See Securities Exchange Act Release No. 35033 (November 30, 1994), 59 FR 63152 (December 7, 1994) at n.9. --------------------------------------------------------------------------- Second, the purpose of amending the Wheel rotation and assignment process is to expand the number of automatic participants to each AUTO- X trade. Currently, paragraph (e) details the rotation of trades among Wheel participants. Specifically, the specialist receives the first execution of the day in each respective listed option. Thereafter, the Wheel would have rotated among participants in ten-lot increments. For those AUTO-X orders greater than ten contracts, each additional ten-lot or remaining portion thereof would have been assigned to the next individual Wheel participant. Under the proposal, the Wheel will rotate in increments depending upon the size of the crowd's AUTO-X guarantee, as follows: 1-10 contracts............................. Every 2 contracts. 11-25 contracts............................ Every 5 contracts. 26 and more................................ Every 10 contracts. For customer orders, Phlx Rule 1033(a) requires that markets be firm for ten contracts, which serves as the minimum AUTO-X guarantee. The fact that the Wheel will begin its rotation in a random place each day after the specialist's first execution of the day is being added into the provision. The maximum size of an AUTO-X guarantee is 50 contracts.\7\ The remainder of the provision remains unchanged, such that if there are five or more ROTs signed onto the Wheel, the specialist will receive every fifth execution, in addition to being assigned to the first AUTO-X order in the option. --------------------------------------------------------------------------- \7\ Securities Exchange Act Release No. 36601 (December 18, 1995), 60 FR 66817 (December 18, 1996). --------------------------------------------------------------------------- The Options Committee has determined that this rotation process should encourage Wheel participation and allot trades more fairly by dividing each trade among more participants, such that each participant will participate in a greater number and variety of AUTO-X executions. As an example of the proposed rotation process, in AQL, for which the guarantee is ten contracts, a ten lot AUTO-X order would be split evenly among five Wheel participants, or where there are only two participants, the split would be six contracts and four contracts, respectively. A 50 lot AUTO-X order received in FNM options would also be split among five participants, due to its 50-up guarantee. The Exchange notes that the size of the AUTO-X guarantee is displayed in the trading crowd along with the markets for the option as well as published periodically as an Exchange memorandum to the options membership. Thirdly, paragraph (d) currently permits a Floor Official to modify the aforementioned sign-on/sign-off procedures in extraordinary circumstances. The Exchange is proposing to add the ability of two Floor Officials to require Wheel participation in extraordinary circumstances. This ability is limited to ROTs assigned in that option and situations where liquidity is required. Stating that two Floor Officials may require all assigned ROTs to sign-on the Wheel is intended to prevent unfairly singling out certain ROTs; where liquidity is needed, all assigned ROTs should be obligated to participate on the Wheel. This new requirement is consistent with the affirmative market making obligations imposed by Rule 1014. Thus, implementing the Wheel should promote just and equitable principles of trade and investor protection. Lastly, the Exchange is proposing to modify certain language in Advice F-24 for clarity, such as adding paragraph headings. 2. Statutory Basis The Exchange believes that the proposed rule change is consistent with Section 6(b) \8\ of the Act in general, and in particular, with Section 6(b)(5), in that the amendments are designed to promote just and equitable principles of trade, prevent fraudulent and manipulative acts and practices, to foster cooperation and coordination with persons engaged in regulating, clearing, settling, processing information with respect to, and facilitating transactions in securities, as well as to protect investors and the public interest, by promoting ROT participation as contra-parties to AUTO-X trades and reducing opportunities for keypunching errors through increased automation. The Exchange believes that the proposed amendments to Wheel procedures should encourage Wheel participation. --------------------------------------------------------------------------- \8\ 15 U.S.C. 78f(b). --------------------------------------------------------------------------- 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. 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 This proposed rule change has been filed by the Exchange as a ``noncontroversial'' rule change pursuant to paragraph (e)(6) of Rule 19b-4.\9\ Consequently, the rule change shall become operative 30 days after the date of filing, or such shorter time as the Commission may designate, if consistent with the protection of investors and the public interest pursuant to Section 19(b)(3)(A)(iii) of the Act \10\ and subparagraph (e)(6) of Rule 19b-4 thereunder. --------------------------------------------------------------------------- \9\ 17 CFR 240.19b-4(e)(6). \10\ 15 U.S.C. 78s(b)(3)(A)(iii). --------------------------------------------------------------------------- The proposed rule change was originally submitted to the Commission on November 11, 1996. However, the submission of substantive Amendment No. 1 on November 20, 1996 delays the statutorily required implementation date to December 20, 1996.\11\ The Commission is shortening the 30 day delayed implementation period to allow the rule change to be implemented on December 13, 1996. The Commission believes that accelerated implementation is appropriate in order to prevent any longer delay to the PHLX's implementation of the Wheel, a program that has already been delayed for two years since its original approval. The Commission believes that further delay would not be beneficial to the protection of investors or the public interest. --------------------------------------------------------------------------- \11\ The Commission notes that any substantive amendment to a proposed rule change filed under section (e)(6) of Rule 19b-4 causes the thirty day delayed implementation period to be restarted, from the date of the filing of the amendment. See Securities Exchange Act Release No. 35123 (December 28, 1994), 59 FR 66692 (December 28, 1994). --------------------------------------------------------------------------- At any time within 60 days of the filing of such proposed rule change,\12\ the Commission may summarily abrogate such rule change if it appears to the Commission that such action is necessary or appropriate in the public [[Page 63892]] interest, for the protection of investors, or otherwise in furtherance of the purposes of the Act. --------------------------------------------------------------------------- \12\ The 60 day abrogation period commences from November 20, 1996, the date of the submission of substantive Amendment No. 1. --------------------------------------------------------------------------- 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 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 Exchange. All submissions should refer to File No. SR-PHLX-96-49 and should be submitted by December 23, 1996. For the Commission, by the Division of Market Regulation, pursuant to delegated authority.\13\ --------------------------------------------------------------------------- \13\ 17 CFR 200.30-3(a)(12). --------------------------------------------------------------------------- Margaret H. McFarland, Deputy Secretary. [FR Doc. 96-30611 Filed 11-29-96; 8:45 am] BILLING CODE 8010-01-M