[Federal Register Volume 61, Number 186 (Tuesday, September 24, 1996)]
[Notices]
[Pages 50060-50065]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 96-24367]


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SECURITIES AND EXCHANGE COMMISSION
[Release No. 34-37691; File No. SR-Phlx-96-38]


Self-Regulatory Organizations; Notice of Filing of Proposed Rule 
Change by the Philadelphia Stock Exchange, Inc., Relating to the 
Listing and Trading of FLEX Index and FLEX Equity Options

September 17, 1996.
    Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 
(``Act''), 15 U.S.C. 78s(b)(1), notice is hereby given that on August 
21, 1996, the Philadelphia Stock Exchange, Inc., (``Phlx'' or 
Exchange'') filed with the Securities and Exchange Commission (``Sec'' 
or ``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.

I. Self-Regulatory Organization's Statement of the Terms of Substance 
of the Proposed Rule Change

    The Phlx, pursuant to Rule 19b-4 of the Act, proposes to adopt Rule 
1079, Index and Equity FLEXTM \1\ Options, to govern the trading 
of customized or flexible (``FLEX'') index and equity options on the 
Exchange. Specifically, the Exchange proposes to trade FLEX options on 
the following two broad-based (market) index options currently traded 
on the Phlx: Value Line Composite Index (``VLE'') and National Over-
the-Counter Index (``XOC``). The Phlx also proposes to trade FLEX 
industry (narrow-based) index options pursuant to the proposed rule on 
the following four industry index options currently traded on the Phlx: 
Bank Index (``BKX''), Gold/Silver Index (``XAU''), Semiconductor Index 
(``SOX'') and Utility Index (``UTY''). In addition, the Phlx is 
proposing to trade equity FLEX options on securities which are options-
eligible pursuant to Rule 1009, with the Options Committee designating 
the specific issues.
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    \1\ The term ``FLEX'' is a trademark of the Chicago Board 
Options Exchange, Inc. (``CBOE'').
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    Proposed Rule 1079 contains the characteristics, trading procedure 
and other provisions applicable to trading FLEX options. All FLEX 
options would trade in the trading crowd of the corresponding non-FLEX 
option. The Exchange notes that the Automated Options Market 
(``AUTOM'') system will not be available for Phlx options. Proposed 
Rule 1079 also states that although FLEX options are generally subject 
to the rules in the options section, to the extent that the provisions 
of Rule 1079 are inconsistent with other applicable Exchange rules, 
Rule 1079 takes precedence with respect to FLEX options.
    Because FLEX options would not be continuously quoted, nor are 
series pre-established, the variable terms of FLEX options shall be 
established by the following process. In order to initiate a 
transaction, a Requesting Member submits a Request-for-Quote (``RFQ'') 
to the appropriate trading crowd, announcing the terms of the quote 
sought. The characteristics, including which terms and to what degree 
customization will be available, are outlined in Rule 1079(a).\2\ For 
example, the exercise strike price respecting index FLEX options can be 
specified at the time the quote is requested in terms of a specific 
index value number (e.g., 553.5), a method for fixing such number 
(e.g., 10 basis points over the index value at a certain time, or with 
the future trading at a certain price), or a percentage of index value 
calculated as of the open or close of trading on the Exchange on the 
trade date (e.g., 5% above the close). Similarly, respecting equity 
FLEX options, the exercise strike price can be specified in terms of a 
specific dollar amount rounded to the nearest one-eighth of a dollar, 
or a percentage of the underlying security rounded to the nearest tick.
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    \2\ The Exchange notes that Rule 1079 generally parallels the 
provisions of Rule 1069 governing foreign currency options.
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    The exercise style can be either American or European,\3\ 
regardless of the exercise style of the listed option.\4\ The 
expiration date can also be customized, specifying any business day 
(non-holiday)--any month, day and year within five years for index flex 
options and three years for equity FLEX options. However, FLEX options 
may not expire on any day that falls on, or within two business days of 
(prior or subsequent to) a mid-month expiration day for a non-FLEX 
option on the same underlying index or security (other than a quarterly 
expiring index option). In addition, a

[[Page 50061]]

new series cannot be opened on the day of exercise.
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    \3\ An American style option may be exercised at any time up to 
its expiration, while a European style option can only be exercised 
on its expiration day. See Phlx Rule 1000(b)(35).
    \4\ European style equity FLEX options may be adjusted to 
require the delivery upon exercise of a fixed amount of cash. See 
proposed amendments to the Options Clearing Corporation (``OCC'') 
By-Law, Article IV, Section 11, Interpretation and Policy .08 in 
Securities Exchange Act Release No. 37318 (June 18, 1996) (SR-OCC-
96-03).
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    With respect to the minimum size of market index FLEX option 
quotes, if there is no open interest in the particular series when an 
RFQ is submitted, the minimum value size of an RFQ is $10 million 
underlying equivalent value; if there is open interest, the minimum 
value size of an RFQ is $1 million underlying equivalent value, or the 
remaining underlying equivalent value on a closing transaction, 
whichever is less. The underlying equivalent value is defined as the 
aggregate underlying value of an index FLEX option (index multiplier 
times the current index value) multiplied by the number of index FLEX 
options. The minimum value size for a responsive quote in market index 
FLEX options is $1 million underlying equivalent value, or the 
remaining underlying equivalent value on a closing transaction, 
whichever is less.
    With respect to the minimum size of industry index FLEX option 
quotes, if there is no open interest in the particular series when an 
RFQ is submitted, the minimum value size of an RFQ is $5 million 
underlying equivalent value; this amount is one-half of the minimum 
size proposed by the Phlx and currently in place on other options 
exchanges for flexible broad-based index options. Where there is open 
interest, the minimum value size of an RFQ is $1 million underlying 
equivalent value, or the remaining underlying equivalent value on a 
closing transaction, whichever is less. The minimum value size for a 
responsive quote is $1 million underlying equivalent value, or the 
remaining underlying equivalent value on a closing transaction, 
whichever is less.
    With respect to the minimum size of equity FLEX option quotes, if 
there is no open interest in the particular series when an RFQ is 
submitted, the minimum value size of an RFQ is 250 contracts; if there 
is open interest, the minimum value size of an RFQ is 100 contracts, or 
the remaining size on a closing transaction, whichever is less. The 
minimum value size for a responsive quote in equity FLEX options is 100 
contracts, or the remaining size on a closing transaction, whichever is 
less.
    However, assigned Registered Options Traders (``ROTs'') and an 
assigned Specialist are required to respond to each RFQ with a certain 
minimum size. Respecting broad-based index FLEX options, assigned ROTs 
and the assigned Specialist are each required to respond with at least 
$10 million underlying equivalent value or the dollar amount requested 
in the RFQ, whichever is less. Respecting narrow-based index FLEX 
options, assigned ROTs and an assigned Specialist are each required to 
respond with at least $5 million underlying equivalent value or the 
dollar amount requested in the RFQ, whichever is less. Respecting 
equity FLEX options, assigned ROTs and the assigned Specialist are each 
required to respond with a market of at least 250 contracts or the 
dollar amount requested in the RFQ, whichever is less.
    The settlement value for index FLEX options may be specified as the 
value reported at the: (i) close of trading (P.M.-settled), (ii) 
opening (A.M.-settled) of trading on the Exchange, or (iii) as an 
average over a specified period of time, within parameters established 
by the Exchange. For example, the third category includes the average 
of the index's opening and closing settlement values on the expiration 
date, the average of the index's high and low values on the expiration 
date, or the average of the index's opening, closing, high and low 
values on the expiration date. However, American style index FLEX 
options exercised prior to the expiration date can only settle based on 
the closing value on the exercise date. Index FLEX options may be 
designated for settlement in U.S. dollars, British pounds, Canadian 
dollars, Deutsche marks, European Currency Units, French francs, 
Japanese yen or Swiss francs. With respect to the settlement process 
applicable to equity FLEX options, exercise settlement shall be by 
physical delivery of the underlying security pursuant to Rule 1044. 
Also, equity FLEX options will be subject to the exercise-by-exception 
procedures of OCC.\5\
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    \5\ OCC Rule 805 provides for automatic exercise of in-the-money 
options at expiration without the submission of an exercise notice 
to OCC if the price of the security underlying the option is at or 
above a certain price (for calls) or at or below a certain price 
(for puts); and the non-exercise of an option at expiration if the 
price of the security underlying the option does not satisfy such 
price levels.
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    With respect to the quote format of FLEX options, a bid and/or 
offer in the form of a specific dollar amount reflected as a fractional 
price (e.g, \1/8\, \1/4\), or a percentage of the underlying security 
or underlying equivalent value, rounded to the nearest minimum tick 
shall be acceptable. The option type may be a put, call or hedge 
order.\6\
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    \6\ See Rules 1000(b)(7) and 1066(f).
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    The quoting and trading procedure for FLEX options, beginning with 
RFQ, is enumerated in Rule 1079(b). Submitting an RFO in the 
appropriate trading crowd is the first step in quoting FLEX options. 
The Requesting Member must announce and submit an RFQ ticket containing 
the following: (1) Underlying index or security, (2) type, (3) exercise 
style, (4) expiration date, (5) exercise price, and (6) settlement 
value (A.M. or P.M.) and currency for index FLEX options. On receipt of 
an RFQ in proper form, the assigned Specialist, or if none, the 
Requesting Member shall cause the terms of the RFQ to be disseminated 
as an administrative text message through the Options Price Reporting 
Authority (`'OPRA'').\7\ RFQs, responsive quotes and completed trades 
will be promptly reported to OPRA and disseminated as an administrative 
text message.
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    \7\ Operationally, the Requesting Member provides this 
information to a key puncher, who enters it into Exchange systems.
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    Following the RFQ announcement, a preset response time will begin, 
during which members may provide responsive quotes. As stated in 
paragraph (b)(2), the response time, between two and 15 minutes, will 
be determined by the Options Committee, which may depend on the 
complexity of the RFQ.\8\ During the response time, qualified members 
may provide responsive quotes to the RFQ, which may be entered, 
modified or withdrawn during such response time.
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    \8\ Initially, the Options Committee has established a response 
time of 10 minutes. Although this Committee will be authorized to 
change the response time within the permissible range, any such 
change will be preceded by notice to the Exchange membership.
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    At the end of the response time, the assigned Specialist, or if 
none, the Requesting Member shall determine the best bid and offer 
(``BBO''), in accordance with Rule 1014, disseminating such market with 
reference to the corresponding RFQ. However, where two or more bids/
offers are at parity, priority will be afforded to bids/offers 
submitted by assigned ROTs and the assigned Specialist.
    Following the determination of the BBO, a BBO Improvement Interval 
may be invoked if the Requesting Member rejects the BBO or the BBO is 
for less than the entire size requested. The BBO Improvement Interval 
is a two minute time period during which the BBO may be matched or 
improved. As a result of the Improvement Interval, a new BBO is 
established, which is disseminated with reference to the corresponding 
RFQ. An assigned ROT and the assigned Specialist who responded with a 
market during the response time may immediately join the new BBO.
    A trade in FLEX options cannot be executed until the end of the 
response time or BBO Improvement Interval. Once the response time or 
BBO

[[Page 50062]]

Improvement Interval ends, the Requesting Member is given the first 
opportunity to trade on the market by voicing a bid/offer in the 
trading crowd. The Requesting Member has no obligation to accept any 
bid or offer for a FLEX option. If the Requesting Member rejects the 
BBO or the BBO size exceeds the entire size requested, another member 
may accept such BBO or the unfilled balance of the BBO. Acceptance of a 
bid/offer creates a binding contract under Exchange rules.
    Once the BBO is established, it remains open that trading day. 
Because the market remains open, a member may re-quote the market 
without submitting an additional RFQ. An assigned ROT or assigned 
Specialist who responded may immediately join that market, thus 
matching for parity purposes. However, markets remaining open are not 
firm, as defined in Rule 1033(a).
    Further, there will be a limit order book for FLEX options. The 
Specialist in the listed non-FLEX equity or index option, whether or 
not assigned in FLEX options, must accept FLEX orders on the FLEX book. 
Customers day limit orders may be placed on the index FLEX or equity 
FLEX option book. Booked orders expire at the end of each trading day. 
The limit price and size must be written on the RFQ ticket and 
submitted for dissemination. In order to trade with the book, an 
executing member must quote the market and announce the trade. The 
executing member has priority over other members, including assigned 
ROTs and the assigned Specialist, seeking to trade with the booked 
order.
    Generally, on the Phlx options floor, a cross may take place in 
accordance with Rule 1064. With respect to FLEX options, after the BBO 
has been determined, the Requesting Member intending to cross must bid 
(or offer) at or better than the BBO. Whenever a Requesting Member 
intends to cross, after the BBO is determined, with or without a BBO 
Improvement Interval, the Requesting Member must announce an intention 
to cross and bid and offer at or better than the BBO. If the Requesting 
Member's bid/offer is at the BBO, the Requesting Member may execute 25% 
or a fair split, whichever is greater, of the contra-side of the order 
that is the subject of the RFQ. For instance, if there are two members 
on parity at the BBO, the Requesting Member and an assigned ROT, the 
Requesting Member is entitled to receive 50% of the contra-side 
contracts, which is a fair split, not just 25%. The remainder of the 
contra-side is split in accordance with the parity/priority provision 
set forth in proposed Rule 1079(b)(3).
    If the Requesting Member's bid/offer improves the existing BBO, an 
assigned ROT or assigned Specialist who responded with a market during 
the response time or BBO Improvement Interval, may immediately join the 
Requesting Member's improved bid or offer, thus matching for parity 
purposes. However, the Requesting Member may execute 25% or a fair 
split, whichever is greater, of the contra-side of the order that is 
the subject of the RFQ. The remainder of the contra-side is split in 
accordance with the parity/priority provision set forth in proposed 
Rule 1079(b)(3).
    The Exchange notes that an ROT and Specialist may trade FLEX 
options as an assigned ROT/Specialist or as a non-assigned ROT/
Specialist. ROTs and Specialists must apply on the appropriate Exchange 
form to be assigned in FLEX options. An assigned ROT or assigned 
Specialist may choose to be assigned in a particular FLEX option, but 
must respond with a market respecting any FLEX option upon request by a 
Floor Official.
    Assigned ROTs and the assigned Specialist will be subject to 
certain obligations respecting the trading of FLEX options. For 
example, the affirmative and negative market making obligations of Rule 
1014(c) apply. Further, assigned ROTs and the assigned Specialist are 
required by paragraph (b)(ii) to respond with a market of the minimum 
size.\9\ At least two ROTs and/or a Specialist shall be assigned to 
each FLEX option. Because of these obligations, assigned ROTs and the 
assigned Specialist are afforded priority over other bids/offers at 
parity during the response time. Further, assigned ROTs and the 
assigned Specialist who responded with a market during the response 
time may join a new bid/offer voiced during the Improvement Interval, 
provided they do so immediately. Enabling assigned ROTs and the 
assigned Specialist to join such new bid/offer affords them parity at 
that new BBO.
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    \9\ However, assigned ROTs and assigned Specialists are not 
required to provide continuous quotes or markets at a certain 
minimum bid-ask differential (quote spread parameter).
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    There will be no trading rotations in FLEX options, either at the 
opening or at the close of trading. Unless otherwise determined by the 
Exchange, transactions in FLEX options may be effected each trading day 
from 10:00 A.M. to: (1) 4:15 P.M. respecting market index FLEX options; 
and (2) 4:10 P.M. respecting industry index FLEX and equity FLEX 
options.
    Generally, FLEX option positions are not taken into account when 
calculating position limits for non-FLEX options on the same index.\10\ 
Accordingly, broad-based index FLEX options will be subject to a 
separate position limit of 200,000 contracts on the same side of the 
market. Narrow-based index FLEX options will be subject to a position 
limit of four times the current position limit--24,000, 36,000 or 
48,000 contracts on the same side of the market. Respecting equity FLEX 
options, the position limit will be three times the current limit 
applicable to the listed equity option--75,000, 60,000, 31,500, 22,500 
or 13,500 contracts on the same side of the market. The Exchange notes 
that both the market index FLEX option limit as well as the equity FLEX 
option limits are the same as the provisions of other exchanges.\11\ 
The Exchange also notes that because the market index FLEX option limit 
is eight times the non-FLEX limit and the equity FLEX option limit is 
three times the non-FLEX limit, the Exchange believes that four times 
the non-FLEX limit is an appropriate limit for industry index FLEX 
options.
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    \10\ However, positions in P.M.-settled customized index options 
shall be aggregated with positions in quarterly expiring options 
(``QIXs'') on the same index, if the customized option expires at 
the close of trading on or within two business days of the last 
trading day in a quarter. The Exchange is authorized to trade QIXs 
pursuant to Rule 1101A(b)(iv), although none currently trade.
    \11\ See e.g., CBOE Rule 24A.7(b).
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    A separate exercise limit would also apply, equivalent to the 
applicable position limit. The minimum exercise size would be the 
lesser of $1 million or the remaining size of the position respecting 
index options, and the lesser of 100 contracts or the remaining size of 
the position respecting equity options.
    The proposal requires any ROT and Specialist to submit a Letter of 
Guarantee \12\ issued by a clearing member organization, specifically 
accepting financial responsibility for all FLEX option transactions 
made by such person. Moreover, a minimum of $100,000 in net liquid 
assets is required to be maintained by assigned ROTs and assigned 
Specialists. Floor Brokers must maintain a minimum of $50,000 in net 
capital to qualify to trade FLEX options. Assigned ROTs, the assigned 
Specialist and Floor Brokers must immediately notify the Exchange's 
Examinations Department upon failure to be in compliance with these 
requirements.
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    \12\ See Phlx Rule 703.
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    The Exchange also proposes to adopt Floor Procedure Advice 
(``Advice'') F-28, Trading Index and Equity FLEX Options, to parallel 
most of the

[[Page 50063]]

provisions of Rule 1079(b), including those pertaining to requesting 
quotations, response, determining the BBO, the BBO Improvement 
Interval, executing a trade and crossing. Advice F-28 is not proposed 
to contain a fine schedule, such that it does not require inclusion in 
the Exchange's minor rule violation enforcement and reporting plan. The 
text of the proposed rule change is available at the Office of the 
Secretary, the Exchange, and at the Commission.

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 
Statutory Basis for, the Proposed Rule Change

    The purpose of the proposal is to trade options with flexible 
characteristics in an exchange auction environment. The Phlx is 
specifically proposing to trade flexible index and equity options, with 
several different contract specifications available for customization, 
including the exercise price, exercise style, expiration date and 
method for determining the exercise settlement value.
    The Exchange believes that flexible options will provide important 
trading opportunities, which may currently be unavailable due to pre-
set expiration dates, exercise prices and exercise styles. For example, 
although the VLE is European style, a flexible VLE contract could be 
crafted pursuant to Rule 1079 as an American style option. Thus, 
customization offers new trading potential respecting existing 
securities.
    Currently, there exists an active over-the-counter (``OTC'') market 
in options, where basic option features can be customized. Customizing 
option terms enables an investor to more closely tailor investment 
strategies to option products. These customized options are often 
traded by institutional investors with specific trading needs. In 
response, the Exchange seeks to trade FLEX options in an exchange 
auction market environment, with the Options Clearing Corporation 
(``OCC'') as issuer and guarantor.\13\ Thus, FLEX options are 
structured with a minimum size reflecting the larger-sized trades of 
these institutional users.\14\
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    \13\ For a discussion of clearance and settlement procedure for 
FLEX options, see Securities Exchange Act Release No. 37318 (June 
18, 1996) (SR-OCC-96-03). For example, OCC may depart from regular 
expiration date procedures and deadlines in the case of equity FLEX 
options, pursuant to OCC Rule 805, Interpretation and Policy .03.
    \14\ The Exchange notes that the Commission has previously 
designated index and equity FLEX options as standardized options for 
the purposes of the options disclosure framework established under 
Rule 9b-1 of the Act. See Securities Exchange Act Release No. 31910 
(February 23, 1993).
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    The proposed rule, Rule 1079, is based upon the Exchange's Rule 
1069, Customized Foreign Currency Options, and Exchange experience with 
trading this product since November, 1994.\15\ Generally, FLEX options 
shall be traded in accordance with many existing equity option and 
index option rules; however, Rule 1079 contains certain new trading 
procedures unique to FLEX options. In addition, the proposal is similar 
to the rule and proposals by other exchanges respecting flexible 
options.\16\
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    \15\ Securities Exchange Act Release No. 34925 (November 1, 
1994) (SR-Phlx-94-18).
    \16\ See, e.g., CBOE Rules 24A. 1--24A.17; Amex Rules, Section 
15, Rules 900G, et. seq.; and PSE Rules 8.100--8.115.
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    Several of the proposed provisions are intended to ensure orderly 
trading. For example, FLEX options will begin trading at 10:00 A.M., 
one half hour after the normal opening of options trading on the 
exchange, in order to limit the burden on the trading crowd. Industry 
index and equity FLEX options will trade until 4:10 P.M., to correspond 
to the non-FLEX option, similar to market index FLEX options, which 
would trade until 4:15 P.M. The Exchange may establish other trading 
times, including coordinating with FLEX trading hours on other 
exchanges and reflecting new trading hours for non-FLEX options.
    As another example, the RFQ process, which allows a set period of 
time for bids and offers to be determined, is also designed to create 
an orderly trading environment, recognizing that greater variation in 
option terms requires sufficient time to respond with a quote. The 
response time and the BBO Improvement Interval should thus promote 
depth and liquidity as well.
    In order to provide adequate liquidity in FLEX options, two 
assigned members, whether ROTs or Specialists, are required for each 
FLEX option, and must be present for a trade to occur.\17\ In addition, 
the minimum size requirements are intended to attract depth and 
liquidity to FLEX options.
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    \17\ See Floor Procedure Advises A-10, Specialist Trading with 
Book, and C-1, Ascertaining the Presence of ROTs in a Trading crowd, 
which require that, in addition to the Specialist, a ROT be present 
during a transaction.
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    Other FLEX provisions are intended to minimize the market impact of 
this product. For one, the expiration date may not fall on, or within 
two business days before or after the normal mid-month Friday 
expiration for options. Because the expiration date of FLEX options may 
not correspond to a non-FLEX expiration, FLEX options should not affect 
the market for the underlying security at the same time, thereby not 
placing added pressure on that security at the same time. This, in 
turn, minimizes the impact of FLEX options on the marketplace.
    Second, position and exercise limits will apply to FLEX options, 
although separate from those applicable to non-FLEX options. The 
Exchange believes that separate, higher limits and non-aggregation are 
appropriate for FLEX options, which are intended to compete with OTC 
options that are not subject to such limits. The higher limits reflect 
the institutional nature and resulting larger size of FLEX options.
    In order to enhance customer protection, certain financial 
standards will apply, including a capital requirement and a Letter of 
Guarantee from a clearing firm respecting FLEX options trading. The 
existence of separate position and exercise limits serves a customer 
protection function as well, by reducing systemic risk.
    Not only will FLEX options combine variable terms with an auction 
marketplace and OCC guarantee, but FLEX options will also offer 
transparency of quotes and trades, because the proposal requires prompt 
and complete quotation and transaction reporting. Although flexible 
options will not be continuously quoted, once an RFQ is received, its 
terms, as well as the responding quotes, will be disseminated by 
Exchange systems. The terms of any resulting trade will also be 
disseminated. Specifically, the assigned Specialist, or if none, the 
Requesting Member will ensure immediate dissemination to OPRA, which 
will, in turn, disseminate the information to subscribing vendors in 
the form of an administrative test message.
    The Exchange expects to implement a separate computer system to 
handle index and equity FLEX options, similar to the system utilized 
for customized foreign currency options. The Exchange expects that 
initially FLEX options will

[[Page 50064]]

be entered into this system at a limited number of locations on the 
trading floor.
    The Exchange proposes to utilize a limit order book for FLEX 
options. The purpose of the book is to accommodate customers who have 
specified a limit price for a FLEX option order that is away from the 
market established during the RFQ process. The order book will be 
limited to customer day limit order, which must be accepted by the 
Specialist, whether or not that Specialist is assigned in FLEX options. 
As such, the Specialist is responsible for the execution of booked 
orders. The Exchange is requiring all Specialists to maintain a FLEX 
book for consistency and to prevent investor confusion. The Exchange 
believes that the FLEX order book should serve as a useful tool for 
customers, as does the current limit order book respecting non-FLEX 
options. With respect to booked orders for the same FLEX option 
(identical terms), Rule 1014 will apply to determine priority and 
parity among such orders.\18\ When trading with a booked order, a 
member, after re-quoting the market, receives priority over other 
members, including assigned ROTs and the assigned Specialist. This 
provision is intended to encourage members to step forward to trade 
with booked orders, recognizing that any member, including an assigned 
ROT or assigned Specialist, could have done so. It also encourages 
members to monitor changes that may render a booked limit order 
executable, similar to non-FLEX options.
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    \18\ The Exchange notes that although Rule 1014's principles of 
price and time priority, as well as simultaneous bids/offers at 
parity, apply to FLEX options trading, the enhanced specialist 
participation of sub-paragraphs (g) (ii) and (iii) are not 
applicable to FLEX options.
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    The Exchange also proposes that the markets resulting from an RFQ 
remain open that trading day, as opposed to expiring immediately. As 
with non-FLEX options, before attempting to trade with an existing BBO, 
the market should be re-quoted. The variable terms integral to this 
product combined with the larger minimum size aimed at institutional 
trading needs render it difficult to sustain a firm quote in a 
constantly changing market. Thus, open markets are not firm, not 
subject to the guarantees of Rule 1033(a), and must be re-quoted. The 
advantage of markets remaining open is that such a re-quote does not 
require the submission of a new RFQ, thereby avoiding the delay of a 
new response time. Because an option that was quoted earlier in the 
trading day does not require a new response time, the Exchange believes 
that it would be burdensome to repeat the RFQ process. Instead, markets 
remaining open streamlines FLEX trading and eliminates unnecessary 
delays. Any time a market is re-quoted that day, the new BBO and any 
resulting trade are disseminated with reference to the original RFQ.
    Unlike the provisions of other exchanges,\19\ discretionary 
transactions would not be permitted in FLEX index and equity options. 
Thus, the existing provisions of Rule 1065 will apply to prohibit such 
transactions. The Exchange also notes that there may not be a 
specialist in FLEX options. Only the assigned Specialist in the non-
FLEX (listed) option may apply to be an assigned Specialist in the FLEX 
option, but is not required to do so in order to participate. The 
current responsibilities of a Specialist to determine a market based on 
the bids and offers voiced as well as to disseminate bids/offers and 
trades may be handled by the Requesting Member, where there is no 
assigned Specialist in that FLEX option. If a trade occurs where the 
Requesting Member is not a participant and there is no assigned 
Specialist, the responsibility to submit the trade falls upon the 
seller or largest participant, in accordance with existing trading 
procedure.\20\ The Exchange has also determined that FLEX options will 
trade in the crowd of the non-FLEX option in order to facilitate 
participation by assigned ROTs who will most likely be located in that 
crowd. Encouraging market making activity, whether or not assigned, 
should foster liquidity in FLEX options.
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    \19\ See e.g., CBOE Rule 24A.6.
    \20\ See Floor Procedure Advice F-2, Time Stamping, Matching and 
Access to Matched Trades.
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    Further, the proposed crossing procedure differs from that of other 
exchanges.\21\ A guaranteed minimum right of participation of 25%, or a 
fair split, whichever is greater, applies to crosses in both index and 
equity FLEX options. The purpose of the split is to attract interest in 
Exchange-traded FLEX options by guaranteeing members who bring FLEX 
orders to the Phlx a part of the contra-side participation on that 
trade when matching or improving the BBO. Nevertheless, this procedure 
prevents other market participants who are obligated to provide 
markets, from being excluded from FLEX option crosses. This, in turn, 
should prevent assigned ROTs and assigned Specialists from being 
discouraged from assuming the obligations of FLEX options assignment. 
Thus, the Phlx believes that this crossing procedure should promote 
deep and liquid markets for FLEX options.
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    \21\ Pursuant to CBOE Rule 24A.5(e)(iii), Submitting Members 
representing index FLEX crosses, after indicating an intention to 
cross or act as principal, are entitled to a one-half split on the 
BBO and a two-thirds split if improving the BBO. With respect to 
equity FLEX option crosses, there is a right to a 25% split on both 
the CBOE and the Amex, and on the PSE is improving the BBO. See 
e.g., Securities Exchange Act Release No. 37051 (March 29, 1996) 
(SR-CBOE-96-20).
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    In determining the BBO after the response time ends, where two or 
more bids/offers are at parity, priority is afforded to bids/offers 
submitted by assigned ROTs or the assigned Specialist. In addition, 
after the BBO Improvement Interval, an assigned ROT or assigned 
Specialist who responded with a market during the response time, even 
though that market did not constitute the BBO and even though such 
trader may not have responded during the Improvement Interval, may 
immediately join the new BBO. These procedures affording to assigned 
traders priority during the response time and parity during the 
Improvement Interval are intended to attract market maker interest, and 
thus liquidity, to FLEX options trading. In summary, the purpose of 
these provisions is to encourage assignment and reward those who 
actively make markets.
    In view of the obligations of assigned ROTs and Specialists to make 
a market of a certain minimum size as well as that each FLEX option 
traded must have at least two assigned ROTs or assigned Specialists, 
the Exchange believes this ability to match is critical to the success 
of the product. The Exchange notes that the priority that an assigned 
ROT or assigned Specialist has over non-assigned market participants in 
voicing bids/offers and determining the BBO is similar to that of other 
exchanges.\22\ This priority is limited to voicing bids/offers to 
establish a BBO; for purposes of joining bids/offers during the 
Improvement Interval or crossing procedure, parity, not priority, is 
afforded to assigned ROTs and the assigned Specialist. Priority for 
assigned ROTs and the assigned Specialist is also based on the need to 
offset the obligations of assigned ROTs and the assigned Specialist.
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    \22\ See e.g., CBOE Rule 24A.5(e)(i) and (ii).
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    The Exchange notes that non-assigned ROTs and Specialists may trade 
FLEX options, but without the obligations or concomitant advantages of 
assignment. The Exchange also notes that trading in FLEX options will 
count toward the in-person and in-assigned trading requirements of Rule 
1014 and Advice B-3. In addition, the purpose of adopting new Advice F-
28 is to incorporate it into the Floor Procedure

[[Page 50065]]

Advice Handbook for easy reference on the trading floor.
    The Exchange believes that the proposed rule change is consistent 
with Section 6 of the Act in general, and in particular, with Section 
6(b)(5), in that it is designed to promote just and equitable 
principles of trade, prevent fraudulent and manipulative acts and 
practices, as well as to protect investors and the public interest, in 
creating a FLEX options trading procedure in proposed Rule 1079 to 
enable the trading of flexible index and equity options. The Exchange 
believes that the proposed trading procedure, crafted in consideration 
of the complexity of variable terms and the larger sizes reflective of 
institutional users, should ensure that just and equitable principles 
of trade govern FLEX options trading. The Exchange also believes that 
the financial requirements and assigned ROT and assigned Specialist 
obligations should promote liquidity, as well as the protection of 
investors trading FLEX options. Furthermore, the customization of 
option features and terms should enable investors to better manage 
trading and investment risk as well as more closely tailor Exchange-
traded options to their specific investment strategies and objectives. 
Thus, FLEX Options unite certain attributes of negotiated transactions 
with the many benefits of an exchange auction marketplace, including 
transparency and OCC as guarantor. Because the proposed procedure is 
designed to minimize market impact and contains important customer 
protection provisions, it should prevent fraudulent and manipulative 
acts and practices. The Exchange also believes that the proposal is 
consistent with Section 11A, because FLEX options enable the Exchange 
to compete fairly with other exchanges as well as the OTC market.

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

    The Phlx does not believe that the proposed rule change will impose 
any inappropriate burden on competition.

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 35 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 90 days or such date if it finds such longer period to 
be appropriate and publishes its reasons for so finding or (ii) as to 
which the Phlx 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, 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 the Phlx. All 
submissions should refer to File No. SR-Phlx-96-38 and should be 
submitted by October 15, 1996.

    For the Commission, by the Division of Market Regulation, 
pursuant to delegated authority.\23\
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    \23\ 17 CFR 200.30-3(a)(12).
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Margaret H. McFarland,
Deputy Secretary.
[FR Doc. 96-24367 Filed 9-23-96; 8:45 am]
BILLING CODE 8010-01-M