Self-Regulatory Organizations; Stock Clearing Corporation of Philadelphia; Notice of Filing of a Proposed Rule Change To Amend and Restate Its Articles of Incorporation, 29171-29172 [E8-11205]

Download as PDF Federal Register / Vol. 73, No. 98 / Tuesday, May 20, 2008 / Notices at: http://www.nrc.gov/about-nrc/policymaking/schedule.html. * * * * * The NRC provides reasonable accommodation to individuals with disabilities where appropriate. If you need a reasonable accommodation to participate in these public meetings, or need this meeting notice or the transcript or other information from the public meetings in another format (e.g. braille, large print), please notify the NRC’s Disability Program Coordinator, Rohn Brown, at 301–492–2279, TDD: 301–415–2100, or by e-mail at REB3@nrc.gov. Determinations on requests for reasonable accommodation will be made on a case-by-case basis. * * * * * This notice is distributed by mail to several hundred subscribers; if you no longer wish to receive it, or would like to be added to the distribution, please contact the Office of the Secretary, Washington, DC 20555 (301–415–1969). In addition, distribution of this meeting notice over the Internet system is available. If you are interested in receiving this Commission meeting schedule electronically, please send an electronic message to dkw@nrc.gov. The subject matter of the Closed Meeting scheduled for May 22, 2008 will be: Formal orders of investigation; institution and settlement of injunctive actions; institution and settlement of administrative proceedings of an enforcement nature; resolution of litigation claims; adjudicatory matters; and post-argument discussions. At times, changes in Commission priorities require alterations in the scheduling of meeting items. For further information and to ascertain what, if any, matters have been added, deleted or postponed, please contact: The Office of the Secretary at (202) 551–5400. Dated: May 15, 2008. Nancy M. Morris. Secretary. [FR Doc. E8–11277 Filed 5–19–08; 8:45 am] BILLING CODE 8010–01–P SECURITIES AND EXCHANGE COMMISSION [Release No. 34–57817; File No. SR–SCCP– 2008–01] Dated: May 15, 2008. Rochelle C. Bavol, Office of the Secretary. [FR Doc. 08–1281 Filed 5–16–08; 11:40 am] Self-Regulatory Organizations; Stock Clearing Corporation of Philadelphia; Notice of Filing of a Proposed Rule Change To Amend and Restate Its Articles of Incorporation BILLING CODE 7590–01–P May 14, 2008. SECURITIES AND EXCHANGE COMMISSION jlentini on PROD1PC65 with NOTICES Sunshine Act Meeting Notice is hereby given, pursuant to the provisions of the Government in the Sunshine Act, Pub. L. 94–409, that the Securities and Exchange Commission will hold a Closed Meeting on May 22, 2008 at 2 p.m. Commissioners, Counsel to the Commissioners, the Secretary to the Commission, and recording secretaries will attend the Closed Meeting. Certain staff members who have an interest in the matters also may be present. The General Counsel of the Commission, or his designee, has certified that, in his opinion, one or more of the exemptions set forth in 5 U.S.C. 552b(c)(3) (5), (7), (9)(B), and (10) and 17 CFR 200.402(a)(3), (5), (7), 9(ii) and (10), permit consideration of the scheduled matters at the Closed Meeting. Commissioner Casey, as duty officer, voted to consider the items listed for the Closed Meeting in closed session. VerDate Aug<31>2005 18:23 May 19, 2008 Jkt 214001 Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 (‘‘Act’’),1 notice is hereby given that on April 24, 2008, Stock Clearing Corporation of Philadelphia (‘‘SCCP’’) filed with the Securities and Exchange Commission (‘‘Commission’’) the proposed rule change described in Items I, II, and III below, which items have been prepared primarily by SCCP. The Commission is publishing this notice to solicit comments from interested persons. I. Self-Regulatory Organization’s Statement of the Terms of Substance of the Proposed Rule Change SCCP proposes to amend its current Articles of Incorporation (‘‘Articles’’) to more clearly state that all of the authorized shares of common stock of SCCP are issued and outstanding and are held by the Philadelphia Stock Exchange, Inc., (‘‘Phlx’’), a Delaware corporation. In addition, SCCP proposes to add language to its Articles relating to transfers and assignments of SCCP shares of stock. The proposed language would state that Phlx may not transfer 1 15 PO 00000 U.S.C. 78s(b)(1). Frm 00065 Fmt 4703 Sfmt 4703 29171 or assign any SCCP shares, in whole or in part, unless such transfer or assignment is filed with and approved by the Commission under Section 19 of the Act and the rules promulgated thereunder. Additionally, SCCP proposes to restate its Articles to consolidate previous amendments and make other technical amendments to modernize the existing language in the Articles.2 II. Self-Regulatory Organization’s Statement of the Purpose of, and Statutory Basis for, the Proposed Rule Change In its filing with the Commission, SCCP 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. SCCP has prepared summaries, set forth in sections (A), (B), and (C) below, of the most significant aspects of these statements.3 (A) Self-Regulatory Organization’s Statement of the Purpose of, and Statutory Basis for, the Proposed Rule Change The purpose of the proposed rule change is to ensure that any future change in ownership of SCCP stock, whether transferred or assigned, in whole or in part, would be filed with the Commission under Section 19 of the Act and the rules promulgated thereunder. This language is consistent with language recently proposed by the Phlx in connection with amending its Certificate of Incorporation and ByLaws 4 as a result of the proposed acquisition of Phlx by The NASDAQ OMX Group, Inc. (‘‘NASDAQ OMX’’).5 2 The specific amendments proposed for SCCP’s Articles can be viewed at http://www.phlx.com/ SCCP/sccp_rules/SR–SCCP–2008–01.pdf. 3 The Commission has modified the text of the summaries prepared by SCCP. 4 On April 21, 2008, Phlx filed a proposed rule change to amend its Certificate of Incorporation, ByLaws, and rules in connection with the NASDAQ OMX Merger, as defined in footnote 4 below. Securities Exchange Act Release No. 57703 (April 23, 2008), 73 FR 23293, (April 29, 2008) [File No. SR–Phlx–2008–31]. 5 On November 7, 2007, NASDAQ OMX announced that it had entered into an agreement with Phlx pursuant to which NASDAQ OMX would acquire all of the outstanding capital stock of Phlx. In connection with this acquisition, Pinnacle Merger Corp., a Delaware corporation and wholly owned subsidiary of NASDAQ OMX, would be merged with and into Phlx with Phlx surviving the merger (‘‘NASDAQ OMX Merger’’). As a result of the NASDAQ OMX Merger, all of Phlx’s common stock would be owned by NASDAQ OMX. Thereafter, NASDAQ OMX would operate Phlx as a wholly-owned subsidiary. Phlx would continue to be a separate self-regulatory organization. E:\FR\FM\20MYN1.SGM 20MYN1 29172 Federal Register / Vol. 73, No. 98 / Tuesday, May 20, 2008 / Notices In addition, the language in the proposed Articles would be amended to modernize the existing language. Also, previous amendments to the Articles would be consolidated into the proposed restated Articles for ease of reference. SCCP believes that the proposed rule change is consistent with Section 17A of the Act,6 in general, and with Section 17A(b)(3)(A) of the Act,7 in particular, in that it is designed to ensure that SCCP is so organized and has the capacity to be able to facilitate the prompt and accurate clearance and settlement of securities transactions. (B) Self-Regulatory Organization’s Statement on Burden on Competition SCCP does not believe that the proposed rule change will impose any burden on competition 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 No written comments were either solicited or received. III. Date of Effectiveness of the Proposed Rule Change and Timing for Commission Action Within thirty-five days of the date of publication of this notice in the Federal Register or within such longer period: (i) as the Commission may designate up to ninety days of such date if it finds such longer period to be appropriate and publishes its reasons for so finding or (ii) as to which the self-regulatory organization consents, the Commission will: (A) By order approve such proposed rule change or (B) institute proceedings to determine whether the proposed rule change should be disapproved. 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: jlentini on PROD1PC65 with NOTICES Electronic Comments • Use the Commission’s Internet comment form (http://www.sec.gov/ rules/sro.shtml) or • Send an e-mail to rulecomments@sec.gov. Please include File 6 15 7 15 U.S.C. 78q–1. U.S.C. 78q–1(b)(3)(A). VerDate Aug<31>2005 18:23 May 19, 2008 Jkt 214001 Number SR–SCCP–2008–01 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. DEPARTMENT OF STATE [Public Notice 6232] Determination and Certification Under Section 40A of the Arms Export Control Act Pursuant to Section 40A of the Arms Export Control Act (22 U.S.C. 2781), and Executive Order 11958, as amended, I All submissions should refer to File hereby determine and certify to the Number SR–SCCP–2008–01. This file Congress that the following countries are not cooperating fully with United number should be included on the subject line if e-mail is used. To help the States antiterrorism efforts: Cuba; Eritrea; Iran; North Korea; Syria; Commission process and review your Venezuela. comments more efficiently, please use I hereby notify that the decision to only one method. The Commission will retain the certification of North Korea post all comments on the Commission’s pursuant to Section 40A of the Arms Internet Web site (http://www.sec.gov/ Export Control Act comes during an rules/sro.shtml). Copies of the ongoing review of the designation of submission, all subsequent North Korea as a state sponsor of amendments, all written statements terrorism. The outcome of this review with respect to the proposed rule may warrant a re-assessment of whether change that are filed with the North Korea should be included among Commission, and all written the Countries certified as not communications relating to the cooperating fully with United States proposed rule change between the antiterrorism efforts. Commission and any person, other than This determination and certification those that may be withheld from the shall be transmitted to the Congress and public in accordance with the published in the Federal Register. provisions of 5 U.S.C. 552, will be Dated: May 14, 2008. available for inspection and copying in John D. Negroponte, the Commission’s Public Reference Deputy Secretary of State, Department of Room, 100 F Street, NE., Washington, State. DC 20549, on official business days [FR Doc. E8–11255 Filed 5–19–08; 8:45 am] between the hours of 10 a.m. and 3 p.m. BILLING CODE 4710–10–P Copies of such filing also will be available for inspection and copying at the principal office of SCCP and on Phlx’s Web site at http://www.phlx.com/ DEPARTMENT OF TRANSPORTATION SCCP/sccp_rules/SR–SCCP–2008– [Docket No. OST–2007–27407] 01.pdf. All comments received will be posted without change; the Commission National Surface Transportation Infrastructure Financing Commission does not edit personal identifying information from submissions. You AGENCY: Department of Transportation should submit only information that (DOT). you wish to make available publicly. All ACTION: Notice of meeting location and submissions should refer to File time. Number SR–SCCP–2008–01 and should be submitted on or before June 4, 2008. SUMMARY: This notice lists the location and time of the twelfth and thirteenth For the Commission by the Division of meetings of the National Surface Trading and Markets, pursuant to delegated Transportation Infrastructure Financing authority.8 Commission. Florence E. Harmon, FOR FURTHER INFORMATION CONTACT: John Deputy Secretary. V. Wells, Chief Economist, U.S. [FR Doc. E8–11205 Filed 5–19–08; 8:45 am] Department of Transportation, (202) BILLING CODE 8010–01–P 366–9224, jack.wells@dot.gov. SUPPLEMENTARY INFORMATION: By Federal Register Notice dated March 12, 2007, and in accordance with the requirements of the Federal Advisory Committee Act (‘‘FACA’’) (5 U.S.C. App. 2) and the Safe, Accountable, Flexible, Efficient 8 17 CFR 200.30–3(a)(12). Transportation Equity Act: A Legacy for PO 00000 Frm 00066 Fmt 4703 Sfmt 4703 E:\FR\FM\20MYN1.SGM 20MYN1

Agencies

[Federal Register Volume 73, Number 98 (Tuesday, May 20, 2008)]
[Notices]
[Pages 29171-29172]
From the Federal Register Online via the Government Printing Office [www.gpo.gov]
[FR Doc No: E8-11205]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-57817; File No. SR-SCCP-2008-01]


Self-Regulatory Organizations; Stock Clearing Corporation of 
Philadelphia; Notice of Filing of a Proposed Rule Change To Amend and 
Restate Its Articles of Incorporation

May 14, 2008.
    Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 
(``Act''),\1\ notice is hereby given that on April 24, 2008, Stock 
Clearing Corporation of Philadelphia (``SCCP'') filed with the 
Securities and Exchange Commission (``Commission'') the proposed rule 
change described in Items I, II, and III below, which items have been 
prepared primarily by SCCP. The Commission is publishing this notice to 
solicit comments from interested persons.
---------------------------------------------------------------------------

    \1\ 15 U.S.C. 78s(b)(1).
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I. Self-Regulatory Organization's Statement of the Terms of Substance 
of the Proposed Rule Change

    SCCP proposes to amend its current Articles of Incorporation 
(``Articles'') to more clearly state that all of the authorized shares 
of common stock of SCCP are issued and outstanding and are held by the 
Philadelphia Stock Exchange, Inc., (``Phlx''), a Delaware corporation. 
In addition, SCCP proposes to add language to its Articles relating to 
transfers and assignments of SCCP shares of stock. The proposed 
language would state that Phlx may not transfer or assign any SCCP 
shares, in whole or in part, unless such transfer or assignment is 
filed with and approved by the Commission under Section 19 of the Act 
and the rules promulgated thereunder. Additionally, SCCP proposes to 
restate its Articles to consolidate previous amendments and make other 
technical amendments to modernize the existing language in the 
Articles.\2\
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    \2\ The specific amendments proposed for SCCP's Articles can be 
viewed at http://www.phlx.com/SCCP/sccp_rules/SR-SCCP-2008-01.pdf.
---------------------------------------------------------------------------

II. Self-Regulatory Organization's Statement of the Purpose of, and 
Statutory Basis for, the Proposed Rule Change

    In its filing with the Commission, SCCP 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. SCCP has prepared summaries, set forth in sections (A), 
(B), and (C) below, of the most significant aspects of these 
statements.\3\
---------------------------------------------------------------------------

    \3\ The Commission has modified the text of the summaries 
prepared by SCCP.
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(A) Self-Regulatory Organization's Statement of the Purpose of, and 
Statutory Basis for, the Proposed Rule Change

    The purpose of the proposed rule change is to ensure that any 
future change in ownership of SCCP stock, whether transferred or 
assigned, in whole or in part, would be filed with the Commission under 
Section 19 of the Act and the rules promulgated thereunder. This 
language is consistent with language recently proposed by the Phlx in 
connection with amending its Certificate of Incorporation and By-Laws 
\4\ as a result of the proposed acquisition of Phlx by The NASDAQ OMX 
Group, Inc. (``NASDAQ OMX'').\5\
---------------------------------------------------------------------------

    \4\ On April 21, 2008, Phlx filed a proposed rule change to 
amend its Certificate of Incorporation, By-Laws, and rules in 
connection with the NASDAQ OMX Merger, as defined in footnote 4 
below. Securities Exchange Act Release No. 57703 (April 23, 2008), 
73 FR 23293, (April 29, 2008) [File No. SR-Phlx-2008-31].
    \5\ On November 7, 2007, NASDAQ OMX announced that it had 
entered into an agreement with Phlx pursuant to which NASDAQ OMX 
would acquire all of the outstanding capital stock of Phlx. In 
connection with this acquisition, Pinnacle Merger Corp., a Delaware 
corporation and wholly owned subsidiary of NASDAQ OMX, would be 
merged with and into Phlx with Phlx surviving the merger (``NASDAQ 
OMX Merger''). As a result of the NASDAQ OMX Merger, all of Phlx's 
common stock would be owned by NASDAQ OMX. Thereafter, NASDAQ OMX 
would operate Phlx as a wholly-owned subsidiary. Phlx would continue 
to be a separate self-regulatory organization.

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[[Page 29172]]

    In addition, the language in the proposed Articles would be amended 
to modernize the existing language. Also, previous amendments to the 
Articles would be consolidated into the proposed restated Articles for 
ease of reference.
    SCCP believes that the proposed rule change is consistent with 
Section 17A of the Act,\6\ in general, and with Section 17A(b)(3)(A) of 
the Act,\7\ in particular, in that it is designed to ensure that SCCP 
is so organized and has the capacity to be able to facilitate the 
prompt and accurate clearance and settlement of securities 
transactions.
---------------------------------------------------------------------------

    \6\ 15 U.S.C. 78q-1.
    \7\ 15 U.S.C. 78q-1(b)(3)(A).
---------------------------------------------------------------------------

(B) Self-Regulatory Organization's Statement on Burden on Competition

    SCCP does not believe that the proposed rule change will impose any 
burden on competition 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

    No written comments were either solicited or received.

III. Date of Effectiveness of the Proposed Rule Change and Timing for 
Commission Action

    Within thirty-five days of the date of publication of this notice 
in the Federal Register or within such longer period: (i) as the 
Commission may designate up to ninety days of such date if it finds 
such longer period to be appropriate and publishes its reasons for so 
finding or (ii) as to which the self-regulatory organization consents, 
the Commission will:
    (A) By order approve such proposed rule change or
    (B) institute proceedings to determine whether the proposed rule 
change should be disapproved.

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 (http://
www.sec.gov/rules/sro.shtml) or
     Send an e-mail to rule-comments@sec.gov. Please include 
File Number SR-SCCP-2008-01 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-SCCP-2008-01. 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 (http://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, 100 F Street, NE., 
Washington, DC 20549, on official business days between the hours of 10 
a.m. and 3 p.m. Copies of such filing also will be available for 
inspection and copying at the principal office of SCCP and on Phlx's 
Web site at http://www.phlx.com/SCCP/sccp_rules/SR-SCCP-2008-01.pdf. 
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-SCCP-2008-01 
and should be submitted on or before June 4, 2008.
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    \8\ 17 CFR 200.30-3(a)(12).

    For the Commission by the Division of Trading and Markets, 
pursuant to delegated authority.\8\
Florence E. Harmon,
Deputy Secretary.
[FR Doc. E8-11205 Filed 5-19-08; 8:45 am]
BILLING CODE 8010-01-P