Self-Regulatory Organizations; New York Stock Exchange, Inc.; Notice of Filing and Immediate Effectiveness of Proposed Rule Change Relating to Technical Amendments to the Restated Certificate of Incorporation of NYSE Regulation, Inc., 12761-12762 [E6-3484]
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Federal Register / Vol. 71, No. 48 / Monday, March 13, 2006 / Notices
should refer to File Number SR–NSCC–
2005–17 and should be submitted on or
before April 3, 2006.
For the Commission by the Division of
Market Regulation, pursuant to delegated
authority.6
Nancy M. Morris,
Secretary.
[FR Doc. E6–3483 Filed 3–10–06; 8:45 am]
II. Self-Regulatory Organization’s
Statement of the Purpose of, and
Statutory Basis for, the Proposed Rule
Change
BILLING CODE 8010–01–P
SECURITIES AND EXCHANGE
COMMISSION
[Release No. 34–53426; File No. SR–NYSE–
2006–15]
Self-Regulatory Organizations; New
York Stock Exchange, Inc.; Notice of
Filing and Immediate Effectiveness of
Proposed Rule Change Relating to
Technical Amendments to the
Restated Certificate of Incorporation of
NYSE Regulation, Inc.
March 7, 2006.
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 March 6,
2006, the New York Stock Exchange,
Inc. (‘‘Exchange’’ or ‘‘NYSE’’) 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 the Exchange. The
Exchange filed the proposed rule change
pursuant to Section 19(b)(3)(A) of the
Act 3 and Rule 19b–4(f)(6) thereunder,4
which renders the proposal effective
upon filing with the Commission. 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
wwhite on PROD1PC61 with NOTICES
The Exchange proposes to make
certain technical changes to the restated
certificate of incorporation of NYSE
Regulation (‘‘NYSE Regulation’’) to
comply as to form with the
requirements of the Not-for-Profit
Corporation Law of the State of New
York (‘‘N–PCL’’) and to specifically
recite the ways in which the restated
certificate of incorporation modifies the
certificate of incorporation as originally
filed under the N–PCL.5
6 17
CFR 200.30–3(a)(12).
U.S.C. 78s(b)(1).
2 17 CFR 240.19b–4.
3 15 U.S.C. 78s(b)(3)(A).
4 17 CFR 240.19b–4(f)(6).
5 At the request of the Exchange, the Commission
staff revised the text to clarify that the reference to
1 15
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17:58 Mar 10, 2006
Jkt 208001
The text of the proposed rule change
is available on the Exchange’s Web site
(https://www.nyse.com), at the
Exchange’s Office of the Secretary, and
at the Commission’s Public Reference
Room.
In its filing with the Commission, the
Exchange 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
Exchange 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 is submitting this rule
filing in connection with its proposed
merger with Archipelago Holdings, Inc.
(‘‘Archipelago’’), as a result of which the
businesses of the Exchange and
Archipelago will be held under a single,
publicly traded holding company
named NYSE Group, Inc. (‘‘NYSE
Group’’). Following the merger, the
Exchange’s current businesses and
assets will be held in three separate
entities affiliated with NYSE Group—
New York Stock Exchange LLC, NYSE
Market, Inc. and NYSE Regulation. The
Commission has approved the
Exchange’s rule filing in connection
with the merger (‘‘Merger Filing’’) 6 and
the merger is scheduled to close on
March 7, 2006.7
NYSE Regulation is a corporation
organized and existing under the N–
PCL. The restated certificate of
incorporation of NYSE Regulation was
included in Exhibit 5 to the Merger
the modifications is with respect to the certificate
of incorporation as originally filed under the N–
PCL. Telephone conversation between John Carey,
Assistant General Counsel, NYSE, and Kim M.
Allen, Special Counsel, Division of Market
Regulation, Commission, on March 6, 2006
(‘‘Telephone Conversation’’).
6 See Securities Exchange Act Release No. 53382
(February 27, 2006) 71 FR 11251 (March 6, 2006)
(SR–NYSE–2005–77).
7 The Commission notes that the Exchange
included in the proposed rule change two different
dates for the schedule closing date of the merger,
March 7, 2006 and March 8, 2006. The Commission
staff clarified with the Exchange that the scheduled
closing date of the merger is March 7, 2006.
Telephone Conversation.
PO 00000
Frm 00091
Fmt 4703
Sfmt 4703
12761
Filing as approved. However,
subsequent to the Merger Filing’s
approval, the Secretary of State of New
York has informed the Exchange that it
will not accept a filing of the restated
certificate of incorporation unless
certain technical changes are made to
comply as to form with the
requirements of the N–PCL and to
specifically recite the ways in which the
restated certificate of incorporation
modifies the certificate of incorporation
as originally filed under the N–PCL. The
changes do not affect the substance of
the restated certificate of incorporation
as approved by the Commission in any
way. The Exchange needs this proposed
rule change to be effective prior to the
consummation of the merger, as it must
file the restated certificate of
incorporation with the Secretary of State
of the State of New York before the
closing of the merger, as contemplated
by the Merger Filing.
2. Statutory Basis
The Exchange believes that the
proposed rule change is consistent with
the requirement under Section 6(b)(5) of
the Act 8 that an Exchange have rules
that are designed to promote just and
equitable principles of trade, to remove
impediments to and perfect the
mechanism of a free and open market
and a national market system and, in
general, to protect investors and the
public interest.
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 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 were neither
solicited nor received.
III. Date of Effectiveness of the
Proposed Rule Change and Timing for
Commission Action
Because the foregoing proposed rule
change does not: (1) Significantly affect
the protection of investors or the public
interest; (2) impose any significant
burden on competition; and (3) become
operative for 30 days from the date on
which it was filed, 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
8 15
U.S.C. 78f(b)(5).
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13MRN1
12762
Federal Register / Vol. 71, No. 48 / Monday, March 13, 2006 / Notices
effective pursuant to Section 19(b)(3)(A)
of the Act 9 and Rule 19b–4(f)(6)
thereunder.10
A proposed rule change filed under
Rule 19b–4(f)(6) 11 normally may not
become operative prior to 30 days after
the date of filing. However, Rule 19b–
4(f)(6)(iii) 12 permits the Commission to
designate a shorter time if such action
is consistent with the protection of
investors and the public interest. The
Exchange has requested that the
Commission waive the 30-day operative
delay, and designate the proposed rule
change immediately operative.13 The
Commission believes that waiving the
30-day operative delay is consistent
with the protection of investors and the
public interest.14 The Exchange has
stated that the restated certificate of
incorporation as modified by this
proposed rule change must be filed with
the Secretary of State of the State of
New York before the closing of the
merger that is scheduled for March 7,
2006. The Commission notes that the
proposed modifications to the restated
certificate of incorporation are technical
changes that are non-substantive.
Accordingly, the Commission
designates that the proposed rule
change become operative immediately.
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 proposed rule
change is consistent with the Act.
Comments may be submitted by any of
the following methods:
Electronic Comments
• Use the Commission’s Internet
comment form (https://www.sec.gov/
rules/sro.shtml); or
9 15
U.S.C. 78s(b)(3)(A).
CFR 240.19b–4(f)(6).
11 Id.
12 17 CFR 240.19b–4(f)(6)(iii).
13 The Exchange also asked the Commission to
waive the five-business day pre-filing notice
requirement. See Rule 19b–4(f)(6)(iii), 17 CFR
240.19b–4(f)(6)(iii). The Commission is exercising
its authority to designate a shorter time and notes
that the Exchange provided the Commission with
one business day notice.
14 For purposes only of waiving the 30-day
operative delay, the Commission has considered the
proposed rule’s impact on efficiency, competition,
and capital formation. 15 U.S.C. 78c(f).
• Send an e-mail to rulecomments@sec.gov. Please include File
Number SR–NYSE–2006–15 on the
subject line.
Paper Comments
• Send paper comments in triplicate
to Nancy M. Morris, Secretary,
Securities and Exchange Commission,
100 F Street, NE., Washington, DC
20549–1090.
All submissions should refer to File
Number SR–NYSE–2006–15. This file
number should be included on the
subject line if e-mail is used. To help the
Commission process and review your
comments more efficiently, please use
only one method. The Commission will
post all comments on the Commission’s
Internet Web site (https://www.sec.gov/
rules/sro.shtml). 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 also will be
available for inspection and copying at
the principal office of the Exchange. All
comments received will be posted
without change; the Commission does
not edit personal identifying
information from submissions. You
should submit only information that
you wish to make available publicly. All
submissions should refer to File
Number SR–NYSE–2006–15 and should
be submitted on or before April 3, 2006.
For the Commission, by the Division of
Market Regulation, pursuant to delegated
authority.15
Jill M. Peterson,
Assistant Secretary.
[FR Doc. E6–3484 Filed 3–10–06; 8:45 am]
BILLING CODE 8010–01–P
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SECURITIES AND EXCHANGE
COMMISSION
[Release No. 34–53425; File No. SR–OCC–
2005–19]
Self-Regulatory Organizations; The
Options Clearing Corporation; Order
Approving Proposed Rule Change
Relating to Submission of Exercise
Notices for American Option Contracts
Other Than at Expiration
March 6, 2006.
I. Introduction
On December 12, 2005, The Options
Clearing Corporation (‘‘OCC’’) filed with
the Securities and Exchange
Commission (‘‘Commission’’) proposed
rule change SR–OCC–2005–19 pursuant
to Section 19(b)(1) of the Securities
Exchange Act of 1934 (‘‘Act’’).1 Notice
of the proposal was published in the
Federal Register on January 18, 2006.2
No comment letters were received. For
the reasons discussed below, the
Commission is approving the proposed
rule change.
II. Description
The purpose of the proposed rule
change is to modify OCC Rule 801,
which applies to the submission of
exercise notices for American-style
option contracts other than at
expiration, to delete specific references
to the times when such exercise notices
may be submitted and to instead
provide OCC with the authority to
prescribe the time frames for their
submission. Implementing this change
requires additional conforming changes
to Rule 801 as described herein.
Rule 801
Rule 801(a) permits a clearing
member desiring to exercise an
American-style equity or non-equity
option on a business day other than the
business day prior to its expiration to
submit an exercise notice to OCC
between 9 a.m. and 7 p.m. provided that
an exercise notice for an American-style
currency option must be submitted by
2:30 p.m.3 (All times are at Central
Time.) Exercise instructions submitted
with respect to equity and non-equity
options become irrevocable at 7 p.m.
and 2:30 p.m. in the case of currency
options unless the exercise instruction
has been modified or revoked by a
clearing member because of a bona fide
error by the clearing member or its
1 15
U.S.C. 78s(b)(1).
Exchange Act Release No. 53090
(January 10, 2006), 71 FR 2973.
3 Except for short dated options, an Americanstyle option may not be exercised on the business
day prior to its expiration date.
2 Securities
15 17
PO 00000
CFR 200.30–3(a)(12).
Frm 00092
Fmt 4703
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]]>Agencies
[Federal Register Volume 71, Number 48 (Monday, March 13, 2006)]
[Notices]
[Pages 12761-12762]
From the Federal Register Online via the Government Printing Office [www.gpo.gov]
[FR Doc No: E6-3484]
-----------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
[Release No. 34-53426; File No. SR-NYSE-2006-15]
Self-Regulatory Organizations; New York Stock Exchange, Inc.;
Notice of Filing and Immediate Effectiveness of Proposed Rule Change
Relating to Technical Amendments to the Restated Certificate of
Incorporation of NYSE Regulation, Inc.
March 7, 2006.
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 March 6, 2006, the New York Stock Exchange, Inc. (``Exchange'' or
``NYSE'') 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 the Exchange. The Exchange
filed the proposed rule change pursuant to Section 19(b)(3)(A) of the
Act \3\ and Rule 19b-4(f)(6) thereunder,\4\ which renders the proposal
effective upon filing with the Commission. The Commission is publishing
this notice to solicit comments on the proposed rule change from
interested persons.
---------------------------------------------------------------------------
\1\ 15 U.S.C. 78s(b)(1).
\2\ 17 CFR 240.19b-4.
\3\ 15 U.S.C. 78s(b)(3)(A).
\4\ 17 CFR 240.19b-4(f)(6).
---------------------------------------------------------------------------
I. Self-Regulatory Organization's Statement of the Terms of Substance
of the Proposed Rule Change
The Exchange proposes to make certain technical changes to the
restated certificate of incorporation of NYSE Regulation (``NYSE
Regulation'') to comply as to form with the requirements of the Not-
for-Profit Corporation Law of the State of New York (``N-PCL'') and to
specifically recite the ways in which the restated certificate of
incorporation modifies the certificate of incorporation as originally
filed under the N-PCL.\5\
---------------------------------------------------------------------------
\5\ At the request of the Exchange, the Commission staff revised
the text to clarify that the reference to the modifications is with
respect to the certificate of incorporation as originally filed
under the N-PCL. Telephone conversation between John Carey,
Assistant General Counsel, NYSE, and Kim M. Allen, Special Counsel,
Division of Market Regulation, Commission, on March 6, 2006
(``Telephone Conversation'').
---------------------------------------------------------------------------
The text of the proposed rule change is available on the Exchange's
Web site (https://www.nyse.com), at the Exchange's Office of the
Secretary, and at the Commission's Public Reference Room.
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 Exchange 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 Exchange 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 is submitting this rule filing in connection with its
proposed merger with Archipelago Holdings, Inc. (``Archipelago''), as a
result of which the businesses of the Exchange and Archipelago will be
held under a single, publicly traded holding company named NYSE Group,
Inc. (``NYSE Group''). Following the merger, the Exchange's current
businesses and assets will be held in three separate entities
affiliated with NYSE Group--New York Stock Exchange LLC, NYSE Market,
Inc. and NYSE Regulation. The Commission has approved the Exchange's
rule filing in connection with the merger (``Merger Filing'') \6\ and
the merger is scheduled to close on March 7, 2006.\7\
---------------------------------------------------------------------------
\6\ See Securities Exchange Act Release No. 53382 (February 27,
2006) 71 FR 11251 (March 6, 2006) (SR-NYSE-2005-77).
\7\ The Commission notes that the Exchange included in the
proposed rule change two different dates for the schedule closing
date of the merger, March 7, 2006 and March 8, 2006. The Commission
staff clarified with the Exchange that the scheduled closing date of
the merger is March 7, 2006. Telephone Conversation.
---------------------------------------------------------------------------
NYSE Regulation is a corporation organized and existing under the
N-PCL. The restated certificate of incorporation of NYSE Regulation was
included in Exhibit 5 to the Merger Filing as approved. However,
subsequent to the Merger Filing's approval, the Secretary of State of
New York has informed the Exchange that it will not accept a filing of
the restated certificate of incorporation unless certain technical
changes are made to comply as to form with the requirements of the N-
PCL and to specifically recite the ways in which the restated
certificate of incorporation modifies the certificate of incorporation
as originally filed under the N-PCL. The changes do not affect the
substance of the restated certificate of incorporation as approved by
the Commission in any way. The Exchange needs this proposed rule change
to be effective prior to the consummation of the merger, as it must
file the restated certificate of incorporation with the Secretary of
State of the State of New York before the closing of the merger, as
contemplated by the Merger Filing.
2. Statutory Basis
The Exchange believes that the proposed rule change is consistent
with the requirement under Section 6(b)(5) of the Act \8\ that an
Exchange have rules that are designed to promote just and equitable
principles of trade, to remove impediments to and perfect the mechanism
of a free and open market and a national market system and, in general,
to protect investors and the public interest.
---------------------------------------------------------------------------
\8\ 15 U.S.C. 78f(b)(5).
---------------------------------------------------------------------------
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 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 were neither solicited nor received.
III. Date of Effectiveness of the Proposed Rule Change and Timing for
Commission Action
Because the foregoing proposed rule change does not: (1)
Significantly affect the protection of investors or the public
interest; (2) impose any significant burden on competition; and (3)
become operative for 30 days from the date on which it was filed, 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
[[Page 12762]]
effective pursuant to Section 19(b)(3)(A) of the Act \9\ and Rule 19b-
4(f)(6) thereunder.\10\
---------------------------------------------------------------------------
\9\ 15 U.S.C. 78s(b)(3)(A).
\10\ 17 CFR 240.19b-4(f)(6).
---------------------------------------------------------------------------
A proposed rule change filed under Rule 19b-4(f)(6) \11\ normally
may not become operative prior to 30 days after the date of filing.
However, Rule 19b-4(f)(6)(iii) \12\ permits the Commission to designate
a shorter time if such action is consistent with the protection of
investors and the public interest. The Exchange has requested that the
Commission waive the 30-day operative delay, and designate the proposed
rule change immediately operative.\13\ The Commission believes that
waiving the 30-day operative delay is consistent with the protection of
investors and the public interest.\14\ The Exchange has stated that the
restated certificate of incorporation as modified by this proposed rule
change must be filed with the Secretary of State of the State of New
York before the closing of the merger that is scheduled for March 7,
2006. The Commission notes that the proposed modifications to the
restated certificate of incorporation are technical changes that are
non-substantive. Accordingly, the Commission designates that the
proposed rule change become operative immediately.
---------------------------------------------------------------------------
\11\ Id.
\12\ 17 CFR 240.19b-4(f)(6)(iii).
\13\ The Exchange also asked the Commission to waive the five-
business day pre-filing notice requirement. See Rule 19b-
4(f)(6)(iii), 17 CFR 240.19b-4(f)(6)(iii). The Commission is
exercising its authority to designate a shorter time and notes that
the Exchange provided the Commission with one business day notice.
\14\ For purposes only of waiving the 30-day operative delay,
the Commission has considered the proposed rule's impact on
efficiency, competition, and capital formation. 15 U.S.C. 78c(f).
---------------------------------------------------------------------------
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 proposed rule
change is consistent with the Act. Comments may be submitted by any of
the following methods:
Electronic Comments
Use the Commission's Internet comment form (https://
www.sec.gov/rules/sro.shtml); or
Send an e-mail to rule-comments@sec.gov. Please include
File Number SR-NYSE-2006-15 on the subject line.
Paper Comments
Send paper comments in triplicate to Nancy M. Morris,
Secretary, Securities and Exchange Commission, 100 F Street, NE.,
Washington, DC 20549-1090.
All submissions should refer to File Number SR-NYSE-2006-15. This file
number should be included on the subject line if e-mail is used. To
help the Commission process and review your comments more efficiently,
please use only one method. The Commission will post all comments on
the Commission's Internet Web site (https://www.sec.gov/rules/
sro.shtml). 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 also will be available for inspection and copying at the
principal office of the Exchange. All comments received will be posted
without change; the Commission does not edit personal identifying
information from submissions. You should submit only information that
you wish to make available publicly. All submissions should refer to
File Number SR-NYSE-2006-15 and should be submitted on or before April
3, 2006.
For the Commission, by the Division of Market Regulation,
pursuant to delegated authority.\15\
---------------------------------------------------------------------------
\15\ 17 CFR 200.30-3(a)(12).
---------------------------------------------------------------------------
Jill M. Peterson,
Assistant Secretary.
[FR Doc. E6-3484 Filed 3-10-06; 8:45 am]
BILLING CODE 8010-01-P
