Self-Regulatory Organizations; Pacific Exchange, Inc.; Order Approving Proposed Rule Change and Amendment Nos. 2 and 3 Thereto Relating to Exposure of Orders in the PCX Plus Crossing Mechanism, 71591-71592 [E5-6622]

Download as PDF Federal Register / Vol. 70, No. 228 / Tuesday, November 29, 2005 / Notices change is consistent with the Act. Comments may be submitted by any of the following methods: particular, the Commission believes that the proposed rule change is consistent with Section 6(b)(5) of the Act,10 which requires, among other things, that the Electronic Comments rules of the Exchange be designed to • Use the Commission’s Internet promote just and equitable principles of comment form (http://www.sec.gov/ trade, to remove impediments to and rules/sro.shtml); or perfect the mechanism of a free and • Send an e-mail to ruleopen market and a national market comments@sec.gov. Please include File system, and, in general, to protect Number SR–PCX–2005–108 on the investors and the public interest. subject line. Under the proposed rule change, the Paper Comments Exchange would modify its ‘‘generic’’ • Send paper comments in triplicate listing standards under PCXE Rule to Jonathan G. Katz, Secretary, 5.2(j)(3) applicable to ICUs to remove Securities and Exchange Commission, the requirement that the Reporting 100 F Street NE., Washington, DC Authority disseminate estimated values 20549–9303. for each series every 15 seconds. All submissions should refer to File Instead, the proposal would impose a Number SR–PCX–2005–108. This file requirement to have one or more major number should be included on the subject line if e-mail is used. To help the market vendors to disseminate such information during the time that ICUs Commission process and review your trade on ArcaEx. For the purposes of comments more efficiently, please use only one method. The Commission will this rule, the Exchange notes that its post all comments on the Commission’s definition of major market data vendor Internet Web site (http://www.sec.gov/ includes the Consolidated Tape and rules/sro.shtml). Copies of the services such as Reuters and Bloomberg. submission, all subsequent The Exchange has requested that the amendments, all written statements Commission find good cause for with respect to the proposed rule approving the proposed rule change change that are filed with the prior to the thirtieth day after Commission, and all written publication of notice thereof in the communications relating to the Federal Register. The Commission notes proposed rule change between the Commission and any person, other than that it previously approved a similar rule change for the New York Stock those that may be withheld from the Exchange, Inc. (‘‘NYSE’’).11 public in accordance with the provisions of 5 U.S.C. 552, will be The Commission believes that available for inspection and copying in granting accelerated approval of the the Commission’s Public Reference proposal will allow the Exchange to Room. Copies of such filing also will be implement, without undue delay, these available for inspection and copying at listing standards for dissemination of the principal offices of the Exchange. the estimated values for ICUs. All comments received will be posted Accordingly, the Commission finds without change; the Commission does good cause, pursuant to Section 19(b)(2) not edit personal identifying of the Act,12 for approving this proposal information from submissions. You before the thirtieth day after the should submit only information that you wish to make available publicly. All publication of notice thereof in the Federal Register. submissions should refer to File Number SR–PCX–2005–108 and should V. Conclusion be submitted on or before December 20, It is therefore ordered, pursuant to 2005. Section 19(b)(2) of the Act,13 that the IV. Commission’s Findings and Order proposed rule change (SR–PCX–2005– Granting Accelerated Approval of 108) is hereby approved on an Proposed Rule Change accelerated basis. After careful consideration, the Commission finds that the proposed rule change is consistent with the requirements of the Act and the rules and regulations thereunder applicable to 10 15 U.S.C. 78f(b)(5). a national securities exchange.9 In 11 9 In approving this proposed rule change, the Commission has considered its impact on efficiency, competition, and capital formation. See 15 U.S.C. 78c(f). VerDate Aug<31>2005 20:13 Nov 28, 2005 Jkt 208001 See Securities Exchange Act Release No. 52081 (July 20, 2005), 70 FR 43488 (July 27, 2005) (SR– NYSE–2005–44). 12 15 U.S.C. 78s(b)(2). 13 15 U.S.C. 78s(b)(2). PO 00000 Frm 00133 Fmt 4703 Sfmt 4703 71591 For the Commission, by the Division of Market Regulation, pursuant to delegated authority.14 Jonathan G. Katz, Secretary. [FR Doc. E5–6619 Filed 11–28–05; 8:45 am] BILLING CODE 8010–01–P SECURITIES AND EXCHANGE COMMISSION [Release No. 34–52814; File No. SR–PCX– 2005–85] Self-Regulatory Organizations; Pacific Exchange, Inc.; Order Approving Proposed Rule Change and Amendment Nos. 2 and 3 Thereto Relating to Exposure of Orders in the PCX Plus Crossing Mechanism November 21, 2005. On July 19, 2005, the Pacific Exchange, Inc. (‘‘PCX’’ or ‘‘Exchange’’), filed with the Securities and Exchange Commission (‘‘Commission’’) a proposed rule change pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 (‘‘Act’’) 1 and Rule 19b–4 thereunder,2 to reduce the exposure period in the Crossing Mechanism of the PCX Plus System from 30 seconds to 10 seconds. The PCX filed Amendment No. 1 to the proposed rule change on September 20, 2005 and subsequently withdrew Amendment No. 1. The PCX filed Amendment Nos. 2 and 3 to the proposed rule change on September 23, 2005 and September 27, 2005, respectively. The proposed rule change, as amended, was published for comment in the Federal Register on October 7, 2005.3 The Commission received no comments on the proposal. After careful consideration, the Commission finds that the proposed rule change is consistent with the requirements of Section 6(b) of the Act 4 and the rules and regulations thereunder applicable to a national securities exchange,5 and in particular with Section 6(b)(5) of the Act.6 The Commission believes that, in the electronic environment of PCX Plus, reducing the exposure period to 10 seconds could facilitate the prompt execution of orders, while providing participants in the PCX Plus System 14 17 CFR 200.30–3(a)(12). U.S.C. 78s(b)(1). 2 17 CFR 240.19b–4. 3 See Securities Exchange Act Release No. 52542 (September 30, 2005), 70 FR 58773. 4 15 U.S.C. 78f(b). 5 In approving this proposal, the Commission has considered the proposed rule’s impact on efficiency, competition, and capital formation. See 15 U.S.C. 78c(f). 6 15 U.S.C. 78f(b)(5). 1 15 E:\FR\FM\29NON1.SGM 29NON1 71592 Federal Register / Vol. 70, No. 228 / Tuesday, November 29, 2005 / Notices with an adequate opportunity to compete for those orders. It is therefore ordered, pursuant to Section 19(b)(2) of the Act,7 that the proposed rule change (SR–PCX–2005– 85), as amended, is approved. For the Commission, by the Division of Market Regulation, pursuant to delegated authority.8 Jonathan G. Katz, Secretary. [FR Doc. E5–6622 Filed 11–28–05; 8:45 am] BILLING CODE 8010–01–P SECURITIES AND EXCHANGE COMMISSION [Release No. 34–52811; File No. SR–PCX– 2005–125] Self-Regulatory Organizations; Pacific Exchange, Inc.; Notice of Filing and Order Granting Accelerated Approval of Proposed Rule Change To Extend Certain Exceptions From the Voting and Ownership Limitations in the Certificate of Incorporation of PCX Holdings, Inc. November 21, 2005. 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 November 15, 2005, the Pacific Exchange, Inc. (‘‘PCX’’ or the ‘‘Exchange’’) filed with the Securities and Exchange Commission (‘‘Commission’’) the proposed rule change as described in Items I and II below, which Items have been prepared by PCX. The Commission is publishing this notice to solicit comments on the proposed rule change from interested persons, and is approving the proposal on an accelerated basis. I. Self-Regulatory Organization’s Statement of the Terms of Substance of the Proposed Rule Change PCX hereby submits to the Commission a proposed rule change to extend certain exceptions from the voting and ownership limitations in the certificate of incorporation of PCX Holdings, Inc. (‘‘PCXH’’), a Delaware corporation and the parent company of PCX, approved by the Commission in an order issued on September 22, 2005,3 so as to allow Archipelago Holdings, Inc. (‘‘Archipelago’’), a Delaware corporation 7 15 U.S.C. 78s(b)(2). CFR 200.30–3(a)(12). 1 15 U.S.C. 78s(b)(1). 2 17 CFR 240.19b–4. 3 See Securities Exchange Act Release No. 52497 (September 22, 2005), 70 FR 56949 (September 29, 2005) (‘‘Order Approving SR–PCX–2005–90’’). 8 17 VerDate Aug<31>2005 20:13 Nov 28, 2005 Jkt 208001 and the ultimate parent company of PCXH and PCX, to continue to (i) own and operate the ATS OTC Function (as defined below) of its wholly-owned subsidiary, Archipelago Trading Services, Inc. (‘‘Arca Trading’’), and (ii) until the closing of the proposed business combination of Archipelago and the New York Stock Exchange, Inc. (the ‘‘NYSE’’), a New York not-for-profit corporation (the ‘‘Proposed Archipelago NYSE Merger’’), own and operate the DOT Function (as defined below) of its wholly-owned subsidiary, Archipelago Securities, L.L.C. (‘‘Archipelago Securities’’). II. Self-Regulatory Organization’s Statement of the Purpose of, and Statutory Basis for, the Proposed Rule Change In its filing with the Commission, 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 III 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 a. PCXH Acquisition and the Amendment of the PCXH Certificate of Incorporation On September 26, 2005, Archipelago completed its acquisition of PCXH and all of its wholly-owned subsidiaries, including PCX and PCX Equities, Inc. (‘‘PCXE’’) (the ‘‘PCXH Acquisition’’). The PCXH Acquisition was accomplished by way of a merger of PCXH with a wholly-owned subsidiary of Archipelago, with PCXH being the surviving corporation in the merger and becoming a wholly-owned subsidiary of Archipelago. The certificate of incorporation of PCXH (as amended to date, the ‘‘PCXH Certificate of Incorporation’’) contains various ownership and voting restrictions on PCXH’s capital stock, which are designed to safeguard the independence of the self-regulatory functions of PCX and to protect the Commission’s oversight responsibilities. In order to allow Archipelago to own 100% of the capital stock of PCXH, prior to the completion of the PCXH Acquisition, PCX filed with the Commission a proposed rule change PO 00000 Frm 00134 Fmt 4703 Sfmt 4703 which sought to, among other things, amend the PCXH Certificate of Incorporation to create an exception from the voting and ownership restrictions for Archipelago and certain of its related persons (the ‘‘Original Rule Filing’’).4 The Original Rule Filing, as amended by Amendment No. 1 and Amendment No. 2 thereto, was approved by the Commission on September 22, 2005 5 and the amended PCXH Certificate of Incorporation became effective on September 26, 2005, upon the closing of the PCXH Acquisition. Article Nine of the PCXH Certificate of Incorporation provides that no Person,6 either alone or together with its Related Persons,7 may own, directly or indirectly, shares constituting more than 40% of the outstanding shares of any class of PCXH capital stock,8 and that no Person, either alone or together with its Related Persons who is a trading permit holder of PCX or an equities trading permit holder of PCXE, may own, directly or indirectly, shares 4 See Pacific Exchange, Inc., Proposed Rule Change Relating to the Certificate of Incorporation of PCX Holdings, Inc., PCX Rules, and Bylaws of Archipelago Holdings, Inc., File No. SR–PCX–2005– 90 (August 1, 2005). 5 See Order Approving SR–PCX–2005–90. 6 ‘‘Person’’ is defined to mean an individual, partnership (general or limited), joint stock company, corporation, limited liability company, trust or unincorporated organization, or any governmental entity or agency or political subdivision thereof. PCXH Certificate of Incorporation, Article Nine, section 1(b)(iv). 7 The term ‘‘Related Person,’’ as defined in the PCXH Certificate of Incorporation, means (i) with respect to any person, all ‘‘affiliates’’ and ‘‘associates’’ of such person (as such terms are defined in Rule 12b–2 under the Act; (ii) with respect to any person constituting a trading permit holder of PCX or an equities trading permit holder of PCXE, any broker dealer with which such holder is associated; and (iii) any two or more persons that have any agreement, arrangement or understanding (whether or not in writing) to act together for the purpose of acquiring, voting, holding or disposing of shares of the capital stock of PCXH. PCXH Certificate of Incorporation, Article Nine, section 1(b)(iv). 8 PCXH Certificate of Incorporation, Article Nine, section 1(b)(i). However, such restriction may be waived by the Board of Directors of PCXH pursuant to an amendment to the Bylaws of PCXH adopted by the Board of Directors, if, in connection with the adoption of such amendment, the Board of Directors adopts a resolution stating that it is the determination of such Board that such amendment will not impair the ability of PCX to carry out its functions and responsibilities as an ‘‘exchange’’ under the Act and is otherwise in the best interests of PCXH and its stockholders and PCX, and will not impair the ability of the Commission to enforce said Act, and such amendment shall not be effective until approved by said Commission; provided that the Board of Directors of PCXH shall have determined that such Person and its Related Persons are not subject to any applicable ‘‘statutory disqualification’’ (within the meaning of section 3(a)(39) of the Act). PCXH Certificate of Incorporation, Article Nine, sections 1(b)(i)(B) and 1(b)(i)(C). E:\FR\FM\29NON1.SGM 29NON1

Agencies

[Federal Register Volume 70, Number 228 (Tuesday, November 29, 2005)]
[Notices]
[Pages 71591-71592]
From the Federal Register Online via the Government Printing Office [www.gpo.gov]
[FR Doc No: E5-6622]


-----------------------------------------------------------------------

SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-52814; File No. SR-PCX-2005-85]


Self-Regulatory Organizations; Pacific Exchange, Inc.; Order 
Approving Proposed Rule Change and Amendment Nos. 2 and 3 Thereto 
Relating to Exposure of Orders in the PCX Plus Crossing Mechanism

November 21, 2005.
    On July 19, 2005, the Pacific Exchange, Inc. (``PCX'' or 
``Exchange''), filed with the Securities and Exchange Commission 
(``Commission'') a proposed rule change pursuant to Section 19(b)(1) of 
the Securities Exchange Act of 1934 (``Act'') \1\ and Rule 19b-4 
thereunder,\2\ to reduce the exposure period in the Crossing Mechanism 
of the PCX Plus System from 30 seconds to 10 seconds. The PCX filed 
Amendment No. 1 to the proposed rule change on September 20, 2005 and 
subsequently withdrew Amendment No. 1. The PCX filed Amendment Nos. 2 
and 3 to the proposed rule change on September 23, 2005 and September 
27, 2005, respectively. The proposed rule change, as amended, was 
published for comment in the Federal Register on October 7, 2005.\3\ 
The Commission received no comments on the proposal.
---------------------------------------------------------------------------

    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 17 CFR 240.19b-4.
    \3\ See Securities Exchange Act Release No. 52542 (September 30, 
2005), 70 FR 58773.
---------------------------------------------------------------------------

    After careful consideration, the Commission finds that the proposed 
rule change is consistent with the requirements of Section 6(b) of the 
Act \4\ and the rules and regulations thereunder applicable to a 
national securities exchange,\5\ and in particular with Section 6(b)(5) 
of the Act.\6\ The Commission believes that, in the electronic 
environment of PCX Plus, reducing the exposure period to 10 seconds 
could facilitate the prompt execution of orders, while providing 
participants in the PCX Plus System

[[Page 71592]]

with an adequate opportunity to compete for those orders.
---------------------------------------------------------------------------

    \4\ 15 U.S.C. 78f(b).
    \5\ In approving this proposal, the Commission has considered 
the proposed rule's impact on efficiency, competition, and capital 
formation. See 15 U.S.C. 78c(f).
    \6\ 15 U.S.C. 78f(b)(5).
---------------------------------------------------------------------------

    It is therefore ordered, pursuant to Section 19(b)(2) of the 
Act,\7\ that the proposed rule change (SR-PCX-2005-85), as amended, is 
approved.
---------------------------------------------------------------------------

    \7\ 15 U.S.C. 78s(b)(2).
    \8\ 17 CFR 200.30-3(a)(12).

    For the Commission, by the Division of Market Regulation, 
pursuant to delegated authority.\8\
Jonathan G. Katz,
Secretary.
[FR Doc. E5-6622 Filed 11-28-05; 8:45 am]
BILLING CODE 8010-01-P