[Federal Register Volume 60, Number 188 (Thursday, September 28, 1995)]
[Notices]
[Pages 50231-50233]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 95-24028]



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[[Page 50232]]


SECURITIES AND EXCHANGE COMMISSION
[Release No. 34-36264; File No. SR-PHILADEP-95-07]


Self-Regulatory Organizations; Philadelphia Depository Trust 
Company; Notice of Filing of Proposed Rule Change Seeking To Implement 
the Fully Automated Securities Transfer Reconciliation Accounting 
Control System on a Permanent Basis

September 21, 1995.
    Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 
(``Act''),\1\ notice is hereby given that on July 14, 1995, the 
Philadelphia Depository Trust Company (``PHILADEP'') 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 primarily by PHILADEP. The Commission is publishing this 
notice to solicit comments on the proposed rule change from interested 
parties.

    \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

    PHILADEP seeks permanent approval for its Fully Automated 
Securities Transfer Reconciliation Accounting Control System 
(``FASTRACS'').\2\

    \2\ For a complete description of FASTRACS, refer to Securities 
Exchange Act Release Nos. 34404 (July 19, 1994), 59 FR 38010 [File 
No. SR-PHILADEP-90-03] (order approving proposed rule change 
relating to implementation of an automated balance certificate 
program on a temporary basis until December 30, 1994) and 35676 (May 
4, 1995), 60 FR 24951 [File No. SR-PHILADEP-94-06] (order granting 
temporary approval of a proposed rule change extending the pilot 
program for FASTRACS until December 29, 1995).
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II. Self-Regulatory Organization's Statement of the Purpose of, and 
Statutory Basis for, the Proposed Rule Change

    In its filing with the Commission, PHILADEP included statements 
concerning the purpose of and the 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. PHILADEP has prepared summaries, as 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 PHILADEP.
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A. Self-Regulatory Organization's Statement of the Purpose of, and the 
Statutory Basis for, the Proposed Rule Change

    On July 19, 1994, the Commission approved a proposed rule change 
establishing a pilot program for FASTRACS for the transfer of certain 
securities between PHILADEP and certain transfer agents.\4\ On March 
10, 1995, the Commission extended its approval of the pilot program 
through December 29, 1995.\5\ FASTRACS is an automated program by which 
PHILADEP and the participating transfer agents use a master balance 
certificate to evidence the number of securities of a particular issue 
that are registered in PHILADEP's nominee name. The transfer agents 
have custody of the securities in the form of balance certificates. The 
transfer agents adjust daily the balance certificates to reflect 
PHILADEP's withdrawal and deposit activity.

    \4\ Securities Exchange Act Release No. 34404 (July 19, 1994), 
59 FR 38010 [File No. SR-PHILADEP-90-03] (order approving FASTRACS 
program on a temporary basis).
    \5\ Securities Exchange Act Release No. 35676 (May 4, 1995), 60 
FR 24951 [File No. SR-PHILADEP-94-06] (order granting temporary 
approval of a proposed rule change extending the pilot program for 
FASTRACS until December 29, 1995). The Commission extended the 
temporary approval of the FASTRACS program so that PHILADEP could 
complete adequate testing. The program was limited to three transfer 
agents for the duration of the temporary approval period.
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    Since obtaining temporary approval of the original filing, PHILADEP 
has provided the Commission with copies of the test results of FASTRACS 
activity among the three designated transfer agents. PHILADEP now seeks 
permanent approval of FASTRACS and requests that the Commission allow 
it to implement FASTRACS with an unlimited number of transfer agents.
    PHILADEP states that FASTRACS has enhanced PHILADEP's operational 
efficiency, has substantially reduced its burdens in reconciling its 
positions, and has saved costs associated with these functions. 
PHILADEP represents that it has encountered no significant operational 
problems and believes the system operated effectively during the 
testing phase. Furthermore, PHILADEP believes the current filing is 
consistent with the Commission's Direct Registration System (``DRS'') 
initiative \6\ insofar as DRS compels PHILADEP and other participating 
clearing agencies to establish fully operational automated programs for 
the transfer of certain securities between participating clearing 
agencies and their transfer agents.

    \6\ For a complete description of DRS, refer to Securities 
Exchange Act Release No. 35038 (December 1, 1994), 59 FR 63652 [File 
No. S7-34-94] (concept release soliciting comment on proposed 
transfer agent operated direct registration system).
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    PHILADEP believes that the proposed rule change is consistent with 
its requirements under Section 17A of the Act because it is 
contemplated to foster cooperation and coordination with persons 
engaged in the clearance and settlement of securities transactions by 
providing an efficient administrative mechanism to operate its deposit 
and transfer operation.

B. Self-Regulatory Organization's Statement on Burden on Competition

    PHILADEP contends that the proposed rule change poses no 
appreciable threat or burden on competition.

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 with respect 
to the proposed rule change.

III. Date of Effectiveness of the Proposed Rule Changes 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 PHILADEP consents, the Commission will:
    (A) By order approve such proposed rule changes or
    (B) Institute proceeding to determine whether the proposed rule 
changes should be disapproved.

IV. Solicitation of Comments

    Interested persons are invited to submit written data, views, and 
arguments concerning the foregoing. Persons making such submissions 
should file six copies thereof with the Secretary, Securities and 
Exchange Commission, 450 Fifth Street, N.W., Washington, D.C. 20549. 
Copies of the submission, all subsequent amendments, all written 
statements respecting the proposed rule change that are filed with the 
Commission, and all written communications concerning the proposed rule 
change between the Commission and any person, other than those that may 
be withheld from the public pursuant to the provisions of 5 U.S.C. 
Sec. 552, will be available for inspection and copying in the 
Commission's Public Reference Section, 450 Fifth Street, N.W., 
Washington, D.C. 

[[Page 50233]]
20549. Copies of such filings will also be available for inspection and 
copying at the principal office of PHILADEP. All submissions should 
refer to File No. SR-PHILADEP-95-07 and should be submitted within 
October 19, 1995.

    For the Commission by the Division of Market Regulation, 
pursuant to delegated authority.\7\

    \7\ 17 CFR 200.30-3(a)(12)(1994).
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Margaret H. McFarland,
Deputy Secretary.
[FR Doc. 95-24028 Filed 9-27-95; 8:45 am]
BILLING CODE 8010-01-M