[Federal Register Volume 59, Number 18 (Thursday, January 27, 1994)]
[Unknown Section]
[Page 0]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 94-1675]
[[Page Unknown]]
[Federal Register: January 27, 1994]
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SECURITIES AND EXCHANGE COMMISSION
[Release No. 34-33487; File No. SR-PTC-93-07]
Self-Regulatory Organizations; Notice of Filing and Immediate
Effectiveness of Proposed Rule Change by Participants Trust Company
Relating to the Declaration of a Dividend Payable on January 20, 1994,
to Stockholders of Record as of December 31, 1993
January 18, 1994.
Pursuant to section 19(b)(1) of the Securities Exchange Act of 1934
(``Act''),\1\ notice is hereby given that on December 27, 1993, the
Participants Trust Company (``PTC'') 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 self-regulatory organization. The Commission is publishing this
notice to solicit comments on the proposed rule change from interested
persons.
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\1\15 U.S.C. 78s(b)(1) (1988).
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I. Self-Regulatory Organization's Statement of the Terms of Substance
of the Proposed Rule Change
PTC is declaring a dividend payable on January 20, 1994, to
stockholders of record as of December 31, 1993.
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 self-regulatory organization
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 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 the
Statutory Basis for, the Proposed Rule Change
The purpose of the proposed rule change is to report the
declaration of a dividend payable on January 20, 1994, to PTC's
stockholders of record as of December 31, 1993.
By letter dated March 27, 1989, from the Board of Governors of the
Federal Reserve System (``Board of Governors''), PTC was prohibited
from paying dividends to its stockholders. By letter dated June 9,
1992, from the Board of Governors, PTC was relieved of the restriction
on the payment of dividends on the understanding that dividends, if
declared, would be declared periodically by PTC's Board of Directors
and paid at a rate not to exceed the 90-day United States Treasury bill
rate in effect at the time the dividend is declared. By order dated
January 15, 1993,\2\ the Commission approved PTC's practice of paying
such dividends out of net profits subject to the limitations imposed by
the Board of Governors and subject to the further requirements that (i)
prior to using excess income from invested principal and interest
(``P&I'') to pay a dividend, PTC's Board of Directors be advised of any
amount related to the investment of P&I which has not been rebated and
is part of the net profits used to declare the dividend, and
affirmatively approve the application of such excess P&I income for the
dividend, and (ii) PTC file a proposed rule change pursuant to Section
19(b)(3)(A) of the Act each time it declares a dividend. PTC paid its
first dividend on January 18, 1993, in the amount of $.52 per share, to
stockholders of record as of the close of business on December 31,
1992.
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\2\Securities Exchange Act Release No. 31746 (January 27, 1993),
58 FR 6319.
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At its meeting of December 21, 1993, PTC's Board of Directors
declared a dividend in the amount of $.525 per share, payable on
January 20, 1994, to stockholders of record as of the close of business
on December 31, 1993. This dividend rate does not exceed the 90-day
United States Treasury bill rate in effect on December 21, 1993 (3.11%,
as published in The Wall Street Journal on December 21, 1993). The
dividend does not include any excess income attributable to investments
of P&I as all such P&I related income with respect to fiscal year ended
December 31, 1993 will be rebated to participants, pro rata, based on
the amount of P&I disbursements to each participant.
The issuance of a dividend under these circumstances advances the
requirements of fair representation of shareholders and participants
under Section 17A(b)(3)(C) of the Act in that it provides an incentive
for participants to invest in PTC shares, and is also consistent with
Section 17A(b)(3)(D) of the Act in that it provides for the equitable
allocation of reasonable fees and other charges among participants.
B. Self-Regulatory Organization's Statement on Burden on Competition
PTC does not believe that the proposed rule change imposes any
burden on competition.
C. Self-Regulatory Organization's Statement on Comments on the Proposed
Rule Change Received From Members, Participants or Others
PTC has not solicited, and does not intend to solicit, comments on
this proposed rule change. PTC 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
The foregoing rule change has become effective pursuant to section
19(b)(3)(A) of the Act and subparagraph (e) of Rule 19b-4 thereunder
because it constitutes a stated practice with respect to the
administration of an existing rule of PTC. At any time within 60 days
of the filing of such 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 parties are invited to submit written data, views and
arguments concerning the foregoing. Persons making written submissions
should file six copies thereof with the Secretary, Securities and
Exchange Commission, 450 Fifth Street, NW., Washington, DC 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, NW.,
Washington, DC 20549. Copies of such filing will also be available for
inspection and copying at the principal office of PTC. All submissions
should refer to file number SR-PTC-93-07 and should be submitted by
February 17, 1994.
For the Commission, by the Division of Market Regulation,
pursuant to delegated authority.
Margaret H. McFarland,
Deputy Secretary.
[FR Doc. 94-1675 Filed 1-26-94; 8:45 am]
BILLING CODE 8010-01-M