[Federal Register Volume 60, Number 231 (Friday, December 1, 1995)]
[Notices]
[Pages 61720-61722]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 95-29321]



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SECURITIES AND EXCHANGE COMMISSION
[Release No. 34-36509; File No. SR-CHX-95-27]


Self-Regulatory Organizations; The Chicago Stock Exchange, 
Incorporated; Notice of Filing of Proposed Rule Change Relating to 
Chicago Stock Exchange, Incorporated's Decision To Withdraw From the 
Clearance and Settlement and Securities Depository Businesses

November 27, 1995.
    Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 
(``Act''),\1\ notice is hereby given that on November 16, 1995, the 
Chicago Stock Exchange, Incorporated (``CHX'') filed with the 
Securities and Exchange Commission (``Commission'') the proposed rule 
change (File No. SR-CHX-95-27) as described in Items I, II, and III 
below, which items have been prepared primarily by CHX. The Commission 
is publishing this notice to solicit comments on the proposed rule 
change from interested persons.

    \1\ 15 U.S.C. Sec. 78s(b)(1)(1988).
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I. Self-Regulatory Organization's Statement of the Terms of Substance 
of the Proposed Rule Change

    The proposed rule change involves proposed arrangements relating to 
a decision by CHX to withdraw from the clearance and settlement, 
securities depository, and branch receive businesses conducted through 
its subsidiaries, the Midwest Clearing Corporation (``MCC''), Midwest 
Securities Trust Company (``MSTC''), and Securities Trust Company of 
New Jersey (``STC/NJ'').\2\ Parties to the proposed arrangements are 
The Depository Trust Company (``DTC''), CHX, MSTC, the National 
Securities Clearing Corporation (``NSCC''), MCC, and STC/NJ. The 
proposed arrangements as they relate to CHX would provide for the 
following:

    \2\ STC/NJ is a wholly-owned subsidiary of CHX that currently 
provides certain services, including a securities custody service. 
STC/NJ is not a clearing agency as defined in the Act and therefore 
is not required to register with the Commission.
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    (1) MSTC and MCC would cease providing securities depository and 
securities clearing services, respectively, by January 15, 1996.
    (2) DTC would offer sole MSTC participants an opportunity to become 
DTC participants, if they meet DTC's qualifications. NSCC would offer 
sole 

[[Page 61721]]
MCC participants the opportunity to become NSCC participants if they 
meet NSCC's qualifications.
    (3) DTC and MSTC would cooperate to assure the orderly transfer of 
securities from the custody of MSTC to the custody of DTC for DTC 
participants that authorize such transfers. Open positions of MCC 
participants that are or that become NSCC participants and that 
authorize the transfer of their positions will be transferred to the 
books of NSCC.
    (4) DTC would acquire certain assets and assume certain lease and 
other contractual obligations of STC/NJ.
    (5) DTC would assume certain lease obligations of CHX.
    (6) DTC and NSCC would make certain payments to CHX, MSTC, MCC, and 
STC/NJ.
    (7) In general, for a period of ten years CHX, MCC, MSTC, and STC/
NJ would not engage in the businesses from which they have decided to 
withdraw (i.e., the securities clearing, securities depository, and 
branch receive businesses). However, CHX and its subsidiaries would be 
free to provide specified securities depository-related and securities 
clearing-related services and products to CHX members and certain 
third-parties under certain circumstances.\3\

    \3\ A more detailed description of these proposed arrangements 
is contained in Exhibit 2 to the filing. A copy of the filing and 
all exhibits is available for copying and inspection in the 
Commission's Public Reference Room.
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    The proposed rule change also seeks to modify CHX's Constitution to 
reduce the size of the Board of Governors.\4\

    \4\ The text of these proposed changes is contained in Exhibit A 
to the filing. A copy of the filing and all exhibits is available 
for copying and inspection in the Commission's Public Reference 
Room.
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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, the self-regulatory organization 
included statements concerning the propose 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. CHX has prepared summaries, set 
forth in section (A), (B), and (C) below, of the most significant 
aspects of such statements.\5\

    \5\ The Commission has modified the text of the summaries 
prepared by CHX.
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(A) Self-Regulatory Organizations' Statement of the Purpose of, and 
Statutory Basis for, the Proposed Rule Change

    CHX has determined to close its clearance and settlement and 
securities depository business in order to focus its resources on the 
operations of the exchange itself. The primary purpose of the proposed 
arrangements is to permit CHX to achieve this objective while affording 
MCC participants an opportunity to become NSCC participants and 
affording MSTC participants an opportunity to become DTC participants 
and transfer their open positions and securities to NSCC and DTC. Both 
MCC and MSTC participants, however, would be free to utilize any other 
service provider of their choosing. This is consistent with the 
industry's effort to eliminate redundant infrastructure costs 
associated with operating separate organizations.
    The timing of the proposal is related to the industry's planned 
conversion to same-day funds settlement.\6\ Currently, transactions in 
equities, corporate debt, and municipal debt are settled in next-day 
funds.\7\ Transactions in commercial paper and other money market 
instruments are settled in same-day funds. As the Commission is aware, 
the registered clearing agencies have been working with the industry 
over the least few years to develop a system that will provide for the 
settlement of virtually all securities transactions in same-day funds. 
These efforts have been encouraged by the Commission, the Board of 
Governors of the Federal Reserve System, and the Federal Reserve Banks 
of New York and Chicago, and these plans have been monitored by the 
staffs of these regulatory bodies.\8\ Under the conversion plan, all 
issues currently settling in DTC's next-day funds settlement system 
will be transferred to DTC's same-day funds settlement system on a 
single day. Several months ago, a consensus was reached that the 
conversion date will be February 22, 1996. As a result of this 
scheduled conversion date, CHX has determined to cease providing 
securities depository, securities clearing, and branch receive services 
by January 15, 1996.

    \6\ The term ``same-day funds'' refers to payment in funds that 
are immediately available and generally are transferred by 
electronic means.
    \7\ The term ``next-day funds'' refers to payment by means of 
certified check that is for value on the following day.
    \8\ In approving certain modifications of DTC's existing system 
in order to accommodate the overall conversion to same-day funds 
settlement, the Commission stated that it ``believes that the 
overall conversion to an SDFS system will help reduce systemic risk 
by eliminating overnight credit risk. The SDFS system also will 
reduce risk by achieving closer conformity with the payment methods 
used in the derivatives markets, government securities markets and 
other markets.'' Securities Exchange Act Release No. 35720 (May 16, 
1995), 60 FR 27360 [File No. SR-DTC-95-06] (order granting 
accelerated approval to proposed rule change modifying the same-day 
funds settlement system).
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    The proposed arrangements should result in substantial savings for 
the securities industry. In connection with this proposal, former sole 
MSTC participants may become DTC participants if they qualify, and 
former sole MCC participants may become NSCC participants if they 
qualify or utilize any other clearing and depository service provider. 
Moreover, interdepository and clearing interfaces involve the 
maintenance of substantial facilities, communications networks, and 
account and inventory reconciliation mechanisms. As a result of the 
proposal, the substantial costs incurred by both DTC, NSCC, MCC, and 
MSTC in operating interfaces would be eliminated.
    Another purpose of the proposed rule change is to reduce the size 
of the CHX's Board of Governors. This reduction conforms with the 
simultaneous reductions in the size of the boards of directors of MCC 
and MSTC. Because of its withdrawal from the businesses described 
above, CHX no longer believes it is necessary to maintain such a large 
board of directors. As a result, CHX is eliminating the Participant 
Governor positions. Those current board members whose slots have been 
eliminated may serve out the remainder of their terms.
    CHX believes that proposed rule change is consistent with Section 
6(b)(5) of the Act \9\ in that it will enable the CHX to focus its 
energies on its core business, the exchange. This, in turn, will 
promote just and equitable principles of trade, remove impediments and 
perfect the mechanism of a free and open market and a national market 
system, and, in general, protect investors and the public interest. The 
proposal also will foster cooperation and coordination with persons 
engaged in clearing and settling transactions in securities.

    \9\ 15 U.S.C. 78f(b)(5) (1988).
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(B) Self-Regulatory Organization's Statement on Burden on Competition

    CHX does not believe the proposed arrangements will improve any 
burden on competition not necessary or appropriate in furtherance of 
the purposes of the Act. Securities depositories and securities 
clearing corporations registered under Section 17A of the Act are not 
conventional 

[[Page 61722]]
businesses but utilities created to serve members of the securities 
industry for the purpose of providing certain services that are 
ancillary to the businesses in which industry members compete with one 
another. Operating a securities depository and securities clearing 
corporation requires a substantial and continuing investment in 
infrastructure, including securities vaults, telecommunications links 
with users, data centers, and disaster recovery facilities in order to 
meet the increasing needs of participants and respond to regulatory 
requirements. Both the Boston Stock Exchange in 1981 and the Pacific 
Stock Exchange in 1987 terminated the operations of their securities 
depositories and substantially terminated the operations of their 
securities clearing corporations.
    After consummation of the proposed arrangements, securities 
industry members will continue to have access to high-quality, low-cost 
depository and clearing services provided under the mandate of the Act. 
The overall cost to the industry of having such services available will 
be reduced, thereby permitting a more efficient and productive 
allocation of industry resources. Furthermore, because most of a 
depository's and a clearing corporation's interface costs must be 
mutualized, thereby requiring some participants to subsidize costs 
incurred by others, CHX's withdrawal from maintaining depository and 
clearing facilities should reduce costs to participants and thereby 
remove impediments to competition. Finally, CHX's ability to focus its 
resources on the operations of its exchange should help enhance 
competition among securities markets.

(C) Self-Regulatory Organization's Statement on Comments on the 
Proposed Rule Change Received From Members, Participants, or Others

    Comments on the proposal have not been 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. Persons making written 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 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. Sec. 552, will be available for inspection and copying in 
the Commission's Public Reference Room, 450 Fifth Street, NW., 
Washington, DC. Copies of such filing also will be available for 
inspection and copying at the principal office of CHX. All submissions 
should refer to the file number SR-CHX-95-27 and should be submitted by 
December 22, 1995.
    For the Commission by the Division of Market Regulation, pursuant 
to delegated authority.\10\ 

    \10\ 17 CFR 200.30-3(a)(12) (1994).
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Margaret H. McFarland.
Deputy Secretary.
[FR Doc. 95-29321 Filed 11-30-95; 8:45am]
BILLING CODE 8010-01-M