[Federal Register Volume 63, Number 81 (Tuesday, April 28, 1998)] [Notices] [Pages 23326-23327] From the Federal Register Online via the Government Publishing Office [www.gpo.gov] [FR Doc No: 98-11213] ----------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION [Release No. 34-39898; File No. SR-Philadep-98-01] Self-Regulatory Organizations; Philadelphia Depository Trust Company; Notice of Filing and Order Granting Accelerated Approval of Proposed Rule Change Relating to an Increase in the Number of Directors April 21, 1998. Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 (``Act''),\1\ notice is hereby given that on March 31, 1998, the Philadelphia Depository Trust Company (``Philadep'') filed with the Securities and Exchange Commission (``Commission''), as amended on April 21, 1998, the proposed rule change as described in Items I and II below, which items have been prepared primarily by Philadep. The Commission is publishing this notice and order to solicit comments from interested persons and to grant accelerated approval of the proposed rule change. --------------------------------------------------------------------------- \1\ 15 U.S.C. 78s(b)(1). --------------------------------------------------------------------------- I. Self-Regulatory Organization's Statement of the Terms of Substance of the Proposed Rule Change The proposed rule change involves an amendment to Philadep's by- laws and articles of incorporation to increase the number of directors on board from between 5 and 9 to between 5 and 23 and to include the president of Philadep on its board. II. Self-Regulatory Organization's Statement of the Purpose of, and Statutory Basis for, the Proposed Rule Change In its filing with the Commission, Philadep 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. Philadep has prepared summaries, set forth in sections A, B, and C below, of the most significant aspects of such statements.\2\ --------------------------------------------------------------------------- \2\ The Commission has modified the text of the summaries prepared by Philadep. --------------------------------------------------------------------------- (A) Self-Regulatory Organization's Statement of the Purpose of, and Statutory Basis for, the Proposed Rule Change The proposed rule change will amend Philadep's by-laws and articles of incorporation to increase the permitted size of the board from between 5 and 9 directors to between 5 and 23 directors and to include the president of Philadep on its board. According to Philadep, all other provisions of the by-laws prescribing the composition of the board will remain unchanged. According to Philadep, the rule change is desirable due to the interest of the Board of Governors of the Philadelphia Stock Exchange (``Phlx'') to more fully participate in the operation and control of Philadep. Philadep also believes that a larger board will provide greater diversity and add policy making expertise to the process. In addition, Philadep believes that a Philadep board comprised of members from Phlx will allow greater coordination in scheduling meetings involving members from both the boards.\3\ --------------------------------------------------------------------------- \3\ Telephone conversation between Edith Hallahan, Counsel, Philadep, and Greg Dumark, Attorney, Division of Market Regulation, Commission (April 20, 1998). --------------------------------------------------------------------------- Philadep believes that the proposed rule change provides for the fair representation of shareholders and participants in the selection of Philadep's directors and in the administration of Philadep's affairs and therefore that it is consistent with Section 17A(b)(3)(C) of the Act and the rules and regulations thereunder applicable to Philadep.\4\ --------------------------------------------------------------------------- \4\ 15 U.S.C. 78q-1(b)(3)(C). --------------------------------------------------------------------------- (B) Self-Regulatory Organization's Statement on Burden on Competition Philadep 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 Philadep has not solicited and does not intend to solicit comments on this proposed rule change. Philadep has not received any unsolicited written comments from participants or other interested parties. III. Date of Effectiveness of the Proposed Rule Change and Timing for Commission Action Section 17A(b)(3)(C) provides that the rules of a clearing agency must provide for the fair representation of its shareholders or members and participants in the selection of directors. The Commission believes that the increase in the size of Philadep's board is consistent with the Act's fair representation requirements because the resized board should allow the board to more accurately reflect the controlling interest of the Phlx and its Board of Governors while still providing for fair representation of Philadep's participants. Philadep has required that the Commission find good cause for approving the proposed rule change prior to the thirtieth day after the date of publication of notice of the filing in order that this increase be implemented at the meeting of Phlx's board of directors scheduled for April 22, 1998. The Commission finds good cause for approving the proposed rule change prior to the thirtieth day after publication of notice because such approval will allow the Phlx to increase Philadep's board size at its April 22, 1998, meeting.\5\ --------------------------------------------------------------------------- \5\ John Rudolph, Supervisory Trust Analyst, Board of Governors of the Federal Reserve Board, concurred with the Commission's granting of accelerated approval per a telephone conversation on April 21, 1998. --------------------------------------------------------------------------- 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, 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 Section, 450 Fifth Street, N.W., Washington, D.C. 20549. Copies of such filing also will be available for inspection and copying at the principal office of Philadep. All submissions should refer to File No. SR-Philadep-98-01 and should be submitted by May 19, 1998. It is therefore ordered, pursuant to Section 19(b)(2) of the Act,\6\ that the [[Page 23327]] proposed rule change (File No. SR-Philadep-98-01) be and hereby is approved. \6\ 15 U.S.C. 78s(b)(2). --------------------------------------------------------------------------- For the Commission by the Division of Market Regulation, pursuant to delegated authority.\7\ --------------------------------------------------------------------------- \7\ 17 CFR 200.30-3(a)(12). --------------------------------------------------------------------------- Margaret H. McFarland, Deputy Secretary. [FR Doc. 98-11213 Filed 4-27-98; 8:45 am] BILLING CODE 8010-01-M