Self-Regulatory Organizations; Chicago Stock Exchange, Inc.; Notice of Filing and Immediate Effectiveness of Proposed Change To Amend the Bylaws of CHX Holdings, Inc., 18126-18127 [E6-5183]
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18126
Federal Register / Vol. 71, No. 68 / Monday, April 10, 2006 / Notices
SECURITIES AND EXCHANGE
COMMISSION
[Release No. 34–53587; File No. SR–CHX–
2006–11]
Self-Regulatory Organizations;
Chicago Stock Exchange, Inc.; Notice
of Filing and Immediate Effectiveness
of Proposed Change To Amend the
Bylaws of CHX Holdings, Inc.
April 3, 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 27,
2006, the Chicago Stock Exchange, Inc.
(‘‘CHX’’ 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 CHX. The CHX has filed
this proposal pursuant to Section
19(b)(3)(A)(iii) 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.
wwhite on PROD1PC65 with NOTICES
I. Self-Regulatory Organization’s
Statement of the Terms of Substance of
the Proposed Rule Change
On behalf of its parent company, CHX
Holdings, Inc. (‘‘CHX Holdings’’), the
CHX proposes to amend the CHX
Holdings Bylaws to confirm that CHX
Holdings will take steps necessary to
ensure that directors, officers, and
employees of CHX Holdings consent to
the applicability of the requirements of
Article III, Sections 3 and 5 of the CHX
Holdings Bylaws with respect to
activities related to the Exchange. The
text of this proposed rule change is
available on the Exchange’s Web site at
https://www.chx.com/rules/
proposed_rules.htm 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
CHX included statements concerning
the purpose of, and basis for, the
proposed rule change and discussed any
comments it received regarding the
proposal. The text of these statements
may be examined at the places specified
in Item IV below. The CHX has prepared
1 15
U.S.C. 78s(b)(1).
CFR 240.19b–4.
3 15 U.S.C. 78s(b)(3)(A)(iii).
4 17 CFR 240.19b–4(f)(6).
2 17
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18:48 Apr 07, 2006
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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
As a result of its demutualization in
February 2005, the Exchange became
the wholly-owned subsidiary of CHX
Holdings, a Delaware corporation.5 The
Demutualization Approval Order
confirmed that the Exchange’s staff had
agreed to submit to the CHX Holdings
Board of Directors a change to the
Bylaws of CHX Holdings that would
require CHX Holdings to take such
action as is necessary to ensure that
officers, directors, and employees of
CHX Holdings consent to the
applicability of two specific provisions
of the CHX Holdings Bylaws.6 In
general, these two CHX Holdings
Bylaws confirm that: (1) To the extent
that they are related to the activities of
the CHX, CHX Holdings’ officers,
directors, and employees are deemed to
be officers, directors, and employees of
the CHX for the purposes of the Act; and
(2) CHX Holdings’ officers, directors,
and employees, by virtue of their
acceptance of such positions, are
deemed to submit to the jurisdiction of
the United States federal courts, the
Commission, and the CHX for the
purposes of securities law-related
proceedings that arise out of, or are
related to, the activities of the Exchange.
The proposed Bylaws change that is the
subject of this filing is designed to meet
the requirement set out in the
Demutualization Approval Order.7
2. Statutory Basis
The CHX believes that the proposal is
consistent with the requirements of the
Act and the rules and regulations
thereunder that are applicable to a
national securities exchange, and, in
particular, with the requirements of
Section 6(b) of the Act.8 In particular,
the CHX believes that the proposal is
consistent with Section 6(b)(5) of the
5 See Securities Exchange Act Release No. 51149
(February 9, 2005), 70 FR 7531 (February 14, 2005)
(order approving File No. SR–CHX–2004–26)
(‘‘Demutualization Approval Order’’).
6 See Demutualization Approval Order, supra
note 5, at note 4.
7 This proposal mirrors a similar proposal
submitted by Pacific Exchange, Inc. in the context
of a series of similar corporate changes. See
Securities Exchange Act Release No. 51389 (March
17, 2005), 70 FR 15374 (March 25, 2005) (notice of
filing and immediate effectiveness of File No. SR–
PCX–2005–17) (relating to the Bylaws of PCX
Holdings, Inc.).
8 15 U.S.C. 78f(b).
PO 00000
Frm 00065
Fmt 4703
Sfmt 4703
Act 9 in that it is 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 by ensuring that the
directors, officers, and employees of
CHX Holdings consent to the
applicability of the requirements Article
III, Sections 3 and 5 of the CHX
Holdings Bylaws with respect to
activities related to the Exchange.
B. Self-Regulatory Organization’s
Statement of 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 Regarding the
Proposed Rule Changes Received From
Members, Participants or Others
No written comments were either
solicited or received.
III. Date of Effectiveness of the
Proposed Rule Changes and Timing for
Commission Action
Because the foregoing proposed rule
change does not: (i) Significantly affect
the protection of investors or the public
interest; (ii) impose any significant
burden on competition; and (iii) become
operative for 30 days from the date on
which it was filed, or such shorter time
as the Commission may designate, it has
become effective pursuant to Section
19(b)(3)(A) of the Act 10 and Rule 19b–
4(f)(6) thereunder.11 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. Comments may
be submitted by any of the following
methods:
9 15
U.S.C. 78f(b)(5).
U.S.C. 78s(b)(3)(A).
11 17 CFR 240.19b–4(f)(6). As required by Rule
19b–4(f)(6)(iii) of the Act, the CHX provided the
Commission with written notice of its intent to file
the proposed rule change, along with a brief
description of the text of the proposed rule change,
at least five business days prior to the date of filing
of the proposed rule change.
10 15
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Federal Register / Vol. 71, No. 68 / Monday, April 10, 2006 / Notices
Electronic Comments
• Use the Commission’s Internet
comment form (https://www.sec.gov/
rules/sro.shtml); or
• Send an e-mail to rulecomments@sec.gov. Please include File
Number SR–CHX–2006–11 on the
subject line.
Paper Comments
• Send paper comments in triplicate
to Nancy M. Morris, Secretary,
Securities and Exchange Commission,
Station Place, 100 F Street, NE.,
Washington, DC 20549–1090.
All submissions should refer to File No.
SR–CHX–2006–11. 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 changes 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 CHX. 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 No.
SR–CHX–2006–11 and should be
submitted on or before May 1, 2006.
For the Commission, by the Division of
Market Regulation, pursuant to delegated
authority.12
Nancy M. Morris,
Secretary.
[FR Doc. E6–5183 Filed 4–7–06; 8:45 am]
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BILLING CODE 8010–01–P
12 17
CFR 200.30–3(a)(12).
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18:48 Apr 07, 2006
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SECURITIES AND EXCHANGE
COMMISSION
[Release No. 34–53591; File No. SR–NYSE–
Arca–2006–08]
Self-Regulatory Organizations; NYSE
Arca, Inc.; Notice of Filing and
Immediate Effectiveness of Proposed
Rule Change Relating to the Certificate
of Incorporation of NYSE Arca
Holdings, Inc.
April 4, 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 30,
2006, NYSE Arca, Inc. (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 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
The Exchange hereby submits to the
Commission a proposed rule change to
further extend certain temporary
exceptions from the voting and
ownership limitations in the certificate
of incorporation of NYSE Arca
Holdings, Inc. (f/k/a PCX Holdings,
Inc.) 5 (‘‘NYSE Arca Holdings’’), a
Delaware corporation and a parent
company of the Exchange, originally
approved by the Commission in an
order issued on September 22, 2005 (the
‘‘SEC Order’’) 6 and extended pursuant
to certain subsequent rule filings,7 so as
to allow Gerald D. Putnam (‘‘Mr.
Putnam’’), Chairman and Chief
Executive Officer of Archipelago
Holdings, Inc. (‘‘Archipelago’’), a
Delaware corporation and a wholly1 15
U.S.C. 78s(b)(1).
CFR 240.19b–4.
3 15 U.S.C. 78s(b)(3)(A).
4 17 CFR 240.19b–4(f)(6).
5 See SR–PCX–2006–24.
6 See Securities Exchange Act Release No. 52497
(September 22, 2005), 70 FR 56949 (September 29,
2005) (the ‘‘SEC Order’’).
7 See Securities Exchange Act Release No. 53034
(December 28, 2005), 71 FR 636 (January 5, 2006)
(the ‘‘First Extension Notice’’); Securities Exchange
Act Release No. 53202 (January 31, 2006), 71 FR
6530 (February 8, 2006) (the ‘‘Second Extension
Notice’’); and Securities Exchange Act Release No.
53411 (March 3, 2006), 71 FR 12413 (March 10,
2006) (the ‘‘Third Extension Notice’’).
2 17
PO 00000
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Fmt 4703
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18127
owned subsidiary of NYSE Group, Inc.
(‘‘NYSE Group’’), of which Mr. Putnam
is also President and Co-Chief Operating
Officer, to indirectly own in excess of
5% of Terra Nova Trading, L.L.C.
(‘‘TNT’’) until May 15, 2006, subject to
the conditions set forth in this proposed
rule filing.
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
a. NYSE Arca Holdings and the
Amendment of the NYSE Arca Holdings
Certificate of Incorporation
As a wholly-owned subsidiary of
NYSE Group, Archipelago operates
NYSE Arca Marketplace (formerly
Archipelago Exchange or ArcaEx), an
open, all-electronic stock market for the
trading of equity securities. On
September 26, 2005, Archipelago
completed its acquisition of NYSE Arca
Holdings (then known as PCX Holdings)
and all of its wholly-owned
subsidiaries, including the Pacific
Exchange, Inc. (the predecessor entity of
the Exchange) and PCX Equities, Inc. (n/
k/a NYSE Arca Equities, Inc.) (the
‘‘Acquisition’’). On March 7, 2006, the
merger of Archipelago and the New
York Stock Exchange, Inc. (the
‘‘Archipelago NYSE Merger’’) closed
and, as a result, Archipelago became a
wholly-owned subsidiary of NYSE
Group.
The certificate of incorporation of
NYSE Arca Holdings (as amended to
date, the ‘‘NYSE Arca Holdings
Certificate of Incorporation’’) contains
various ownership and voting
restrictions on NYSE Arca Holdings’
capital stock, which are designed to
safeguard the independence of the selfregulatory functions of the Exchange
and to protect the Commission’s
oversight responsibilities. In order to
allow Archipelago to own 100% of the
capital stock of NYSE Arca Holdings,
E:\FR\FM\10APN1.SGM
10APN1
]]>Agencies
[Federal Register Volume 71, Number 68 (Monday, April 10, 2006)]
[Notices]
[Pages 18126-18127]
From the Federal Register Online via the Government Printing Office [www.gpo.gov]
[FR Doc No: E6-5183]
[[Page 18126]]
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SECURITIES AND EXCHANGE COMMISSION
[Release No. 34-53587; File No. SR-CHX-2006-11]
Self-Regulatory Organizations; Chicago Stock Exchange, Inc.;
Notice of Filing and Immediate Effectiveness of Proposed Change To
Amend the Bylaws of CHX Holdings, Inc.
April 3, 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 27, 2006, the Chicago Stock Exchange, Inc. (``CHX'' 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 CHX. The CHX has
filed this proposal pursuant to Section 19(b)(3)(A)(iii) 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)(iii).
\4\ 17 CFR 240.19b-4(f)(6).
---------------------------------------------------------------------------
I. Self-Regulatory Organization's Statement of the Terms of Substance
of the Proposed Rule Change
On behalf of its parent company, CHX Holdings, Inc. (``CHX
Holdings''), the CHX proposes to amend the CHX Holdings Bylaws to
confirm that CHX Holdings will take steps necessary to ensure that
directors, officers, and employees of CHX Holdings consent to the
applicability of the requirements of Article III, Sections 3 and 5 of
the CHX Holdings Bylaws with respect to activities related to the
Exchange. The text of this proposed rule change is available on the
Exchange's Web site at https://www.chx.com/rules/proposed_rules.htm 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 CHX included statements
concerning the purpose of, and basis for, the proposed rule change and
discussed any comments it received regarding the proposal. The text of
these statements may be examined at the places specified in Item IV
below. The CHX 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
As a result of its demutualization in February 2005, the Exchange
became the wholly-owned subsidiary of CHX Holdings, a Delaware
corporation.\5\ The Demutualization Approval Order confirmed that the
Exchange's staff had agreed to submit to the CHX Holdings Board of
Directors a change to the Bylaws of CHX Holdings that would require CHX
Holdings to take such action as is necessary to ensure that officers,
directors, and employees of CHX Holdings consent to the applicability
of two specific provisions of the CHX Holdings Bylaws.\6\ In general,
these two CHX Holdings Bylaws confirm that: (1) To the extent that they
are related to the activities of the CHX, CHX Holdings' officers,
directors, and employees are deemed to be officers, directors, and
employees of the CHX for the purposes of the Act; and (2) CHX Holdings'
officers, directors, and employees, by virtue of their acceptance of
such positions, are deemed to submit to the jurisdiction of the United
States federal courts, the Commission, and the CHX for the purposes of
securities law-related proceedings that arise out of, or are related
to, the activities of the Exchange. The proposed Bylaws change that is
the subject of this filing is designed to meet the requirement set out
in the Demutualization Approval Order.\7\
---------------------------------------------------------------------------
\5\ See Securities Exchange Act Release No. 51149 (February 9,
2005), 70 FR 7531 (February 14, 2005) (order approving File No. SR-
CHX-2004-26) (``Demutualization Approval Order'').
\6\ See Demutualization Approval Order, supra note 5, at note 4.
\7\ This proposal mirrors a similar proposal submitted by
Pacific Exchange, Inc. in the context of a series of similar
corporate changes. See Securities Exchange Act Release No. 51389
(March 17, 2005), 70 FR 15374 (March 25, 2005) (notice of filing and
immediate effectiveness of File No. SR-PCX-2005-17) (relating to the
Bylaws of PCX Holdings, Inc.).
---------------------------------------------------------------------------
2. Statutory Basis
The CHX believes that the proposal is consistent with the
requirements of the Act and the rules and regulations thereunder that
are applicable to a national securities exchange, and, in particular,
with the requirements of Section 6(b) of the Act.\8\ In particular, the
CHX believes that the proposal is consistent with Section 6(b)(5) of
the Act \9\ in that it is 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 by ensuring
that the directors, officers, and employees of CHX Holdings consent to
the applicability of the requirements Article III, Sections 3 and 5 of
the CHX Holdings Bylaws with respect to activities related to the
Exchange.
---------------------------------------------------------------------------
\8\ 15 U.S.C. 78f(b).
\9\ 15 U.S.C. 78f(b)(5).
---------------------------------------------------------------------------
B. Self-Regulatory Organization's Statement of 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 Regarding the
Proposed Rule Changes Received From Members, Participants or Others
No written comments were either solicited or received.
III. Date of Effectiveness of the Proposed Rule Changes and Timing for
Commission Action
Because the foregoing proposed rule change does not: (i)
Significantly affect the protection of investors or the public
interest; (ii) impose any significant burden on competition; and (iii)
become operative for 30 days from the date on which it was filed, or
such shorter time as the Commission may designate, it has become
effective pursuant to Section 19(b)(3)(A) of the Act \10\ and Rule 19b-
4(f)(6) thereunder.\11\ 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.
---------------------------------------------------------------------------
\10\ 15 U.S.C. 78s(b)(3)(A).
\11\ 17 CFR 240.19b-4(f)(6). As required by Rule 19b-
4(f)(6)(iii) of the Act, the CHX provided the Commission with
written notice of its intent to file the proposed rule change, along
with a brief description of the text of the proposed rule change, at
least five business days prior to the date of filing of the proposed
rule change.
---------------------------------------------------------------------------
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. Comments may be submitted by any of the
following methods:
[[Page 18127]]
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-CHX-2006-11 on the subject line.
Paper Comments
Send paper comments in triplicate to Nancy M. Morris,
Secretary, Securities and Exchange Commission, Station Place, 100 F
Street, NE., Washington, DC 20549-1090.
All submissions should refer to File No. SR-CHX-2006-11. 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 changes 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 CHX. 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 No. SR-CHX-2006-11 and should be submitted on or before May 1,
2006.
For the Commission, by the Division of Market Regulation,
pursuant to delegated authority.\12\
---------------------------------------------------------------------------
\12\ 17 CFR 200.30-3(a)(12).
---------------------------------------------------------------------------
Nancy M. Morris,
Secretary.
[FR Doc. E6-5183 Filed 4-7-06; 8:45 am]
BILLING CODE 8010-01-P
