[Federal Register Volume 59, Number 86 (Thursday, May 5, 1994)]
[Unknown Section]
[Page 0]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 94-10752]


[[Page Unknown]]

[Federal Register: May 5, 1994]


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

SECURITIES AND EXCHANGE COMMISSION
[Release No. 34-33973; File No. SR-Phlx-93-64]

 

Self Regulatory Organizations; Order Approving Proposed Rule 
Change and Notice of Filing and Order Granting Accelerated Approval of 
Amendment No. 4 to the Proposed Rule Change by the Philadelphia Stock 
Exchange, Inc., Relating to the Listing and Trading of Options on the 
Bid Cap Index

April 28, 1994.

I. Introduction

    On January 2, 1994, the Philadelphia Stock Exchange, Inc. (``Phlx'' 
or ``Exchange'') submitted to the Securities and Exchange Commission 
(``Commission''), pursuant to section 19(b)(1) of the Securities 
Exchange Act of 1934 (``Act'')\1\ and Rule 19b-4 thereunder,\2\ a 
proposed rule change to provide for the listing and trading of options 
on the Phlx Big Cap Index (``Big Cap Index'' or ``Index''). On January 
5, 1994, January 25, 1994, January 28, 1994, and April 7, 1994, the 
Exchange filed Amendment Nos. 1,\3\ 2,\4\ 3,\5\ and 4,\6\ respectively, 
to this proposal.
---------------------------------------------------------------------------

    \1\15 U.S.C. 78s(b)(1) (1982).
    \2\17 CFR 240.19b-4 (1993).
    \3\The Phlx amended the proposal to change the name of the index 
from ``Nifty Fifty Index'' to ``The Big Cap Index.'' See Letter from 
Michele R. Weisbaum, Associate General Counsel, Phlx, to Brad 
Ritter, Office of Derivatives Regulation, Division, SEC, dated 
January 5, 1994 (``Amendment No. 1'').
    \4\The Phlx amended the proposal:
    (1) To set the exercise prices at five point intervals instead 
of 2\1/2\ point intervals; and
    (2) To request accelerated approval of the proposed rule change. 
See Letter from Michele R. Weisbaum, Associate General Counsel, 
Phlx, to Richard Zack, Branch Chief, Office of Derivatives 
Regulation, Division, SEC, dated January 25, 1994 (``Amendment 
No.2'').
    \5\The Phlx amended the proposal:
    (1) To reflect the new ticker symbol as a result of Amendment 
No. 1;
    (2) To provide that the index will be updated during the trading 
day at least once every 15 seconds, rather than once every minute;
    (3) To specify that the expiration cycle applicable to options 
on the Index will be three expiration months from the March, June, 
September, December cycle plus two additional near-term months; and
    (4) To clarify the Exchange's obligations with respect to 
delisting and replacing components of the Index. See Letter from 
Michele R. Weisbaum, Associate General Counsel, Phlx, to Richard 
Zack, Branch Chief, Office of Derivatives Regulation, Division, SEC, 
dated January 27, 1994 (``Amendement No. 3'').
    \6\The Phlx amended its proposal:
    (1) To clarify that all of the stocks comprising the Index are 
options eligible and have overlying exchange traded options on them;
    (2) To note that, if at any time less than 90 percent of the 
component stocks in the Index, by weight, are eligible for exchange 
options trading, or if the number of stocks in the Index ever 
increases to more than 60 or decreases to less than 40, the Exchange 
would submit a filing to the Commission pursuant to Rule 19b-4 under 
the Act prior to opening any new series of options on the Index for 
trading;
    (3) To clarify that surveillance procedures currently used to 
monitor trading in each of the Exchange's other index options also 
will be used to monitor trading in options on the Index (which 
procedures include having complete access to trading activity in the 
underlying securities);
    (4) To clarify that the Intermarket Surveillance Group 
Agreement, dated July 14, 1983, as amended on January 29, 1990, will 
be applicable to the trading of options on the Index;
    (5) To confirm that the Index trading hours will be from 9:30 
a.m. to 4:10 p.m.; and
    (6) To amend the formula with which the current Index value will 
be calculated. See Letter from Michele R. Weisbaum, Associate 
General Counsel, Phlx, to Thomas McManus, Esq., Division of Market 
Regulation (``Division''), SEC, dated April 7, 1994 (``Amendment No. 
4'').
---------------------------------------------------------------------------

    The proposed rule change and Amendment Nos. 1, 2, and 3 thereto 
were published for comment in the Federal Register on February 10, 
1994.\7\ No comments were received on the proposed rule. This order 
approves the proposal and its four amendments.
---------------------------------------------------------------------------

    \7\Securities Exchange Act Release No. 33579 (February 4, 1994), 
59 FR 6320 (February 10, 1994).
---------------------------------------------------------------------------

II. Description of Proposal

A. Composition of the Index

    The Phlx proposes to list for trading options on the Big Cap Index, 
a stock index to be calculated and maintained by the Phlx. The Index 
will be composed of 50 of the largest and most widely-held U.S. common 
stock issues representing a variety of industries, including, but not 
limited to, technology, manufacturing, and the service industries, 49 
of which are listed on the New York Stock Exchange (``NYSE''), and one 
of which is listed on the Nasdaq National Market. The Phlx will use a 
capitalization-weighted methodology to calculate the Index.\8\
---------------------------------------------------------------------------

    \8\See infra Section II.C., entitled ``Calculation of the 
Index,'' for a description of this calculation method.
---------------------------------------------------------------------------

    As of December 1, 1993, the market capitalizations of the 
individual stocks in the Index ranged from a high of $81.8 billion to a 
low of $7.4 billion, with the mean and median being $25.6 billion and 
$20.2 billion, respectively. The market capitalization of all the 
stocks in the Index was $1.3 trillion. The total number of shares 
outstanding for the stocks in the Index ranged from a high of 2.3 
billion shares to a low of 1.03 million shares. In addition, the 
average daily trading volume of the stocks in the Index, for the period 
between June 1, 1992 and January 31, 1994, ranged from a high of 
4,179,900 shares per day to a low of 241,900 shares per day, with a 
mean of approximately 1,168,000 shares. For the same period, the 
average monthly trading volume of the stocks in the Index ranged from a 
high of 87,778,300 shares per month to a low of 5,081,800 shares per 
month, with a mean of approximately 24,523,000 shares. Finally, no one 
stock comprised more than 6.38 percent of the Index's total value and 
the percentage weighting of the five largest issues in the Index 
accounted for 27.62 percent of the Index's value. The percentage 
weighting of the lowest weighted stock was 0.58 percent of the Index 
and the percentage weighting of the five smallest issues in the Index 
accounted for 3.05 percent of the Index's value.

B. Maintenance

    The Index will be maintained by the Phlx. The Phlx will make 
special adjustments to the securities comprising the Index to reflect 
such events as stock splits or reverse splits, spinoffs, stock 
dividends, reorganizations, recapitalizations, and similar events, upon 
their occurrence. In accordance with Phlx Rule 1009A, if any change in 
the nature of any stock in the Index that is caused by delisting, 
merger, acquisition, or otherwise, occurs which would change the 
overall market character of the Index, the Exchange will take 
appropriate steps to delete this Index component stock from the Index. 
Such Index component stock would be replaced by another Index component 
stock which the Exchange in its discretion believes would be compatible 
with the intended market character of the Index.
    If at any time less than 90 percent of the component stocks in the 
Index, by weight, are eligible for exchange options trading, or if the 
number of stocks in the Index ever increases to more than 60 or 
decreases to less than 40, the Exchange would submit a filing to the 
Commission pursuant to Rule 19b-4 under the Act prior to opening any 
new series of options on the Index for trading.

C. Calculation of the Index

    The Index will be calculated using a capitalization-weighting 
methodology. The representation of each security in the Index will be 
proportional to the security's last sale price multiplied by the total 
number of shares outstanding, in relation to the total market value of 
all of the securities in the Index. The value of the Index was set to 
equal 200 on March 31, 1994. As of April 5, 1994, the Index value was 
193.12. The formula for calculating the Index value is as follows:

TN05MY94.119

Where:

Total Capitalization = Sum of Market Values (price  x  shares 
outstanding) for all component securities
Divisor = The number which, when divided from the total capitalization 
when the Index was initially calculated (on March 31, 1994), yielded an 
Index value of 200

    The Index divisor will be adjusted for changes in the 
capitalization of any of the component securities resulting from 
mergers, acquisitions, delistings, substitutions, and other like 
corporate events. The formula for adjusting the divisor is as follows:

TN05MY94.120

    Adjustments in the value of the Index which are necessitated by the 
addition and/or deletion of an issue from the Index are made by adding 
and/or subtracting the market value (price  x  shares outstanding) of 
the relevant issues.
    The Index value will be updated dynamically and disseminated at 
least once every fifteen seconds during the trading day.\9\ The Phlx 
has retained Bridge Data, Inc. to compute and do all necessary 
maintenance of the Index. Pursuant to Phlx Rule 1100A, updated Index 
values will be disseminated and displayed by means of primary market 
prints reported by the Consolidated Tape Association and over the 
facilities of the Options Price Reporting Authority. The Index value 
also will be available on broker/dealer interrogation devices to 
subscribers of the option information.
---------------------------------------------------------------------------

    \9\To the extent that a component stock does not open for 
trading on a particular trading day, or trading in that component 
stock is halted during the course of a particular trading day, the 
last reported sale price of such security will be used for purposes 
of calculating the current Index value. Telephone conversation 
between Michele R. Weisbaum, Associate General Counsel, Phlx, and 
Thomas N. McManus, Division of Market Regulation, SEC, on April 26, 
1994.
---------------------------------------------------------------------------

    The Index value, for purposes of settling outstanding Index options 
contracts upon expiration, will be calculated based upon the regular 
way opening sale prices for each of the Index's component stocks on the 
last trading day prior to expiration. Once all of the component stocks 
have opened, the value of the Index will be determined and that value 
will be used as the final settlement value for expiring Index options 
contracts. If any of the component stocks do not open for trading on 
the last trading day before expiration, then the last reported sale 
price of such security will be used in any case where that security 
does not trade on that day.

D. Contract Specifications

    the proposed options on the Index will be cash-settled, European-
style options.\10\ Standard options trading hours (9:30 a.m. to 4:10 
p.m. New York time) will apply to the contracts. The Index multiplier 
will be 100. Strike prices will be set at 5.0 point intervals in terms 
of the current value of the Index.\11\
---------------------------------------------------------------------------

    \10\A European-style option can be exercised only during a 
specified period before the option expires.
    \11\Additional exercise prices will be added in accordance with 
Phlx Rule 1101A(a).
---------------------------------------------------------------------------

    The Exchange will trade consecutive and cycle month series pursuant 
to Phlx Rule 1101A. Specifically, there will be three expiration months 
from the March, June, September, December cycle, plus two additional 
near-term months so that the three nearest term months always will be 
available.
    Index options will expire on the Saturday following the third 
Friday of the expiration month. Since options on the Index will settle 
based upon the opening prices of the component stocks on the last 
trading day before expiration (normally a Friday), the last trading day 
for an expiring Index option series will be the second to last business 
day before expiration (normally a Thursday).

E. Position and Exercise Limits, Margin Requirements, and Trading Halts

    Position limits for the Index options will be set at no more than 
25,000 contracts on the same side of the market, provided that no more 
than 15,000 of such contracts are in series in the nearest expiration 
month.\12\ Exercise limits will be set at the same level as position 
limits.\13\ Exchange rules applicable to options on the Big Cap Index 
will be identical to the rules applicable to other broad-based index 
options for purposes of trading rotations, halts, and suspensions,\14\ 
and margin treatment.\15\
---------------------------------------------------------------------------

    \12\See Phlx Rule 1001A(a)(i).
    \13\See Phlx Rule 1002A.
    \14\See Phlx Rule 1047A.
    \15\See Phlx Rules 722 and 1000A.
---------------------------------------------------------------------------

F. Surveillance

    The Exchange will use the same surveillance procedures currently 
utilized for each of the Exchange's other index options to monitor 
trading in Big Cap Index options. These procedures include complete 
access to trading activity in the underlying securities. Further, the 
Intermarket Surveillance Group (``ISG'') Agreement, dated July 14, 
1983, as amended on January 29, 1990, will be applicable to the trading 
of options on the Index.\16\
---------------------------------------------------------------------------

    \16\The Exchange is a member of the ISG, which was formed on 
July 14, 1983, among other things, to coordinate more effectively 
surveillance and investigative information sharing arrangements in 
the stock and options markets. See Intermarket Surveillance Group 
Agreement, July 14, 1983. The most recent amendment to the ISG 
Agreement, which incorporates the original agreement and all 
amendments made thereafter, was signed by ISG members on January 29, 
1990. See Second Amendment to the Intermarket Surveillance Group 
Agreement, January 29, 1990. The Commission understands that the ISB 
Agreement, as amended, covers investigations and inquiries regarding 
trading activity in options on the Big Cap Index and the underlying 
component securities.
---------------------------------------------------------------------------

III. Commission Findings and Conclusions

    The Commission has reviewed the proposal to list and trade options 
on the Big Cap Index. As discussed below, the Commission believes that 
the proposed rule change is consistent with the requirements of section 
6(b)(5) of the Act and the rules and regulations thereunder applicable 
to a national securities exchange. In particular, the Index is broad-
based, the proposed options are designed to reduce the potential for 
manipulation, and the proposal to list and trade options on the Big Cap 
Index is consistent with the Exchange's obligation to promote investor 
protection.
    The Commission finds that the trading of options on the Index will 
permit investors to participate in the price movements of the 50 
securities on which the Index is based. Further, trading of options on 
the Index will allow investors holding positions in some or all of the 
securities underlying the Index to hedge the risks associated with 
their portfolios. Accordingly, the Commission believes the Big Cap 
Index options will provide investors with an important trading and 
hedging mechanism that should reflect accurately the overall movement 
of 50 of the largest and most widely-held U.S. common stocks. By 
broadening the hedging and investment opportunities of investors, the 
Commission believes that the trading of Index options will serve to 
protect investors, promote the public interest, and contribute to the 
maintenance of fair and orderly markets.\17\
---------------------------------------------------------------------------

    \17\Pursuant to section 6(b)(5) of the Act, the Commission must 
predicate approval of any new option or warrant proposal upon a 
finding that the introduction of such new derivative instrument is 
in the public interest. Such a finding would be difficult for a 
derivative instrument that served no hedging or other economic 
function, because any benefits that might be derived by market 
participants likely would be outweighed by the potential for 
manipulation, diminished public confidence in the integrity of the 
markets, and other valid regulatory concerns. In this regard, the 
trading of listed options on the Big Cap Index will provide 
investors with a hedging vehicle that should reflect the overall 
movement of the 50 component stocks.
---------------------------------------------------------------------------

    The trading of options on the Big Cap Index, however, raises 
several concerns, namely issues related to index design, customer 
protection, surveillance, and market impact. The Commission believes, 
for the reasons discussed below, that the Exchange has addressed these 
concerns adequately.

A. Index Design and Structure

    The Commission finds that the Big Cap Index is a broad-based index, 
and thus it is appropriate to permit Exchange rules applicable to the 
trading of broad-based index options to apply to the Index options. 
Specifically, the Commission believes the Index is broad-based because 
it contains 50 actively-traded stocks representing 25 industry groups, 
and thus reflects a substantial segment of the U.S. equities market.
    The Commission also finds that the large capitalizations, liquid 
markets, and relative weighings of the Index's component stocks 
significantly minimize the potential for manipulation of the Index. 
First, the Index represents and consists of the common stock values of 
50 actively-traded U.S. companies. Second, as of December 1, 1993, no 
one stock comprised more than 6.38 percent of the Index's total value 
and the percentage weighting of the five largest issues in the Index 
accounted for 27.62 percent of the Index's value. Third, the 
overwhelming majority of the stocks that comprise the Index are 
actively-traded, with a mean average daily trading volume and average 
monthly trading volume of approximately 1,168.000 and 24,523,000 
shares, respectively. Fourth, as of December 1, 1993, the market 
capitalizations of the stocks in the Index were substantial, ranging 
from a high of $81.8 billion to a low of $7.4 billion, with the mean 
and median at $25.6 billion and $20.2 billion, respectively. Fifth, the 
Index is comprised of stocks representing a diverse group of 
industries, the most heavily represented by Index weight including 
technology, manufacturing, and telecommunications industries. Sixth, 
all of the component securities currently are eligible for options 
trading.\18\ Finally, the Commission believes that, as discussed below, 
existing mechanisms to monitor trading activity in those securities 
will help deter as well as detect illegal trading activity involving 
the index option.
---------------------------------------------------------------------------

    \18\The Exchange's option listing standards, which are uniform 
among the options exchanges, provide that a security underlying an 
option must, among other things, meet the following requirements:
    (1) The public float must be at least 7,000,000 shares;
    (2) There must be a minimum of 2,000 stockholders;
    (c) Trading volume must have been at least 2.4 million shares 
over the preceding twelve months; and
    (4) The market price must have been at least $7.50 for a 
majority of the business days during the preceding three calendar 
months. See Phlx Rule 1009, Commentary .01.
---------------------------------------------------------------------------

B. Customer Protection

    The Commission believes that a regulatory system designed to 
protect public customers must be in place before the trading of 
sophisticated financial instruments, such as options on the Big Cap 
Index, can commence on a national securities exchange. The Commission 
notes that the trading of standardized, exchange-traded options occurs 
in an environment that is designed to ensure, among other things, that:
    (1) The special risks of options are disclosed to public customers;
    (2) Only investors capable of evaluating and bearing the risks of 
options trading are engaged in such trading; and
    (3) Special compliance procedures are applicable to options 
accounts. Accordingly, because the Index options will be subject to the 
same regulatory regime as the other standardized options currently 
traded on the Phlx, the Commission believes that adequate safeguards 
are in place to ensure the protection of investors in options in the 
Big Cap Index.

C. Surveillance

    The Commission generally believes that a surveillance-sharing 
agreement between an exchange proposing to list a stock index 
derivative and the exchanges trading the stocks underlying the 
derivative product is an important measure for the surveillance of the 
derivatives and underlying securities markets. Such agreements ensure 
the availability of information necessary to detect and deter potential 
manipulations and other trading abuses, thereby making the stock index 
product less readily susceptible to manipulation.\19\ In this regard, 
the NYSE and National Association of Securities Dealers, Inc., which 
together serve as the primary markets for all of the Index component 
stocks, are members of the ISG, which provides for the exchange of all 
necessary surveillance information.\20\
---------------------------------------------------------------------------

    \19\See Securities Exchange Act Release No. 31243 (September 28, 
1992), 57 FR 45849 (October 5, 1992)
    \20\See n.16, supra.
---------------------------------------------------------------------------

D. Market Impact

    The Commission believes that the listing and trading on the Phlx of 
options on the Big Cap Index will not have an adverse impact on the 
underlying securities markets.\21\ First, as described above, the Index 
is broad-based and comprised of 50 stocks with no one stock dominating 
the Index. Second, as noted above, the stocks contained in the Index 
have relatively large capitalizations and are relatively actively-
traded. Third, the 25,000 contract position and exercise limits, along 
with the 15,000 contract telescoping requirement, will serve to 
minimize potential manipulation and market impact concerns. Fourth, the 
risk to investors of contra-party performance will be minimized because 
the Index options will be issued and guaranteed by The Options Clearing 
Corporation just like any other standardized option traded in the 
United States. Fifth, existing Phlx stock index options rules and 
surveillance procedures will apply to options on the Big Cap Index.
---------------------------------------------------------------------------

    \21\The Commission notes that, prior to listing Big Cap Index 
options, the Exchange will be required to provide written 
representations that both the Exchange and the Options Price 
Reporting Authority have the necessary systems capacity to support 
those new series of Big Cap options.
---------------------------------------------------------------------------

    Lastly, the Commission believes that settling expiring Index 
options based on the opening prices of component securities is 
reasonable and consistent with the Act. As noted in other contexts, 
valuing expiring index options for exercise settlement purposes based 
on the opening prices rather than closing prices may help reduce any 
adverse effects on the securities underlying options on the Index.\22\
---------------------------------------------------------------------------

    \22\See Securities Exchange Act Release No. 30944 (July 21, 
1992), 57 FR 33376 (July 28, 1992).
---------------------------------------------------------------------------

E. Accelerated Approval of Amendment No. 4

    The Commission finds good cause for approving Amendment No. 4 to 
the proposed rule change prior to the thirtieth day after the date of 
publication on notice of filing thereof in the Federal Register. 
Amendment No. 4 helps to conform the proposal to the Phlx's existing 
rules governing index options, clarifies certain characteristics of the 
proposal that were omitted in prior filings, and amends the formula for 
calculating the current Index value. All of these changes strengthen 
the proposal and, accordingly, the Commission believes it is consistent 
with section 6(b)(5) of the Act to approve Amendment No. 4 on an 
accelerated basis.
    Interested persons are invited to submit written data, views, and 
arguments concerning Amendment No. 4 to the proposed rule change. 
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. Copies of such 
filing also will be available for inspection and copying at the 
principal office of the above-mentioned self-regulatory organization. 
All submissions should refer to the file number in the caption above 
and should be submitted by May 26, 1994.
    It is therefore ordered, pursuant to section 19(b)(2) of the 
Act,\23\ that the proposed rule change (File No. SR-Phlx-93-64), as, 
amended, is approved contingent upon the Exchange's submission to the 
Commission of adequate systems capacity representations.\24\

    \23\15 U.S.C. 78s(b)(2) (1988).
    \24\See n.21, supra.

    For the Commission, by the Division of Market Regulation, 
pursuant to delegated authority.\25\
---------------------------------------------------------------------------

    \25\17 CFR 200.30-3(a)(12) (1993).
---------------------------------------------------------------------------

Margaret H. McFarland,
Deputy Secretary.
[FR Doc. 94-10752 Filed 5-4-94; 8:45 am]
BILLING CODE 8010-01-M