[Federal Register Volume 62, Number 183 (Monday, September 22, 1997)]
[Notices]
[Pages 49548-49553]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 97-25028]
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SECURITIES AND EXCHANGE COMMISSION
[Release No. 34-39068; File No. SR-GSCC-97-07]
Self-Regulatory Organizations; Government Securities Clearing
Corporation; Notice of Filing of a Proposed Rule Change Relating to
Election of Directors
September 12, 1997.
Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934
(the ``Act''),\1\ notice is hereby given that on July 23, 1997, the
Government Securities Clearing corporation (``GSCC'') filed with the
Securities and Exchange Commission (the ``Commission'') and on August
18, 1997, amended the proposed rule change as described in Items I, II,
and III below, which items have been prepared primarily by GSCC. The
Commission is publishing this notice to solicit comments on the
proposed rule change from interested persons.
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\1\ 15 U.S.C. 78s(b)(1).
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I. Self-Regulatory Organization's Statement of the Terms of Substance
of the Proposed Rule Change
GSCC is filing the proposed rule change to amend its Shareholder
Agreement (``Agreement''), By-laws, and Certificate of Incorporation in
order to revise GSCC's procedures for election of directors and to
revise restrictions currently placed on transfers of GSCC's securities.
II. Self-Regulatory Organization's Statement of the Purpose of, and
Statutory Basis for, the Proposed Rule Change
In its filing with the Commission, GSCC 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. GSCC has prepared summaries, set forth in sections (A),
(B), and (C) below, of the most significant aspects of such
statements.\2\
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\2\ The Commission has modified the text of the summaries
prepared by GSCC.
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A. Self-Regulatory Organization's Statement of the Purpose of, and
Statutory Basis for, the Proposed Rule Change
GSCC recently completed a comprehensive review of its Agreement,
By-laws, and Certificate of Incorporation. Pursuant to that review,
GSCC proposes to amend the Agreement, By-laws, and Certificate of
Incorporation as described below.\3\
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\3\ GSCC currently has forty-six shareholders, each of which is
a party to the Agreement. The National Securities Clearing
Corporation (``NSCC''), is the largest shareholder, holding
approximately eighteen percent of GSCC's shares.
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1. Background
The Agreement was first executed in 1988 before GSCC had a set of
rules in place and before there was any business history on which to
base certain provisions of the Agreement. Consequently, the Agreement
covers a broad range of issues, including certain business matters not
found in most shareholder agreements. For example, the Agreement
includes provisions relating to loss allocation procedures, which are
now comprehensively covered by GSCC's rules.
Moreover, since 1988 there have been many significant changes in
GSCC's services and membership and in the government securities
marketplace in
[[Page 49549]]
general making the Agreement inadequate to meet the realities of that
marketplace and GSCC's business as it is conducted today. For example,
when the Agreement was drafted, participation in the interdealer broker
government securities marketplace was limited exclusively to primary
and aspiring primary dealers and their brokers. Therefore, the
Agreement contemplates only primary dealers, aspiring primary dealers,
and brokers as participants in GSCC. Today, there is a much broader
range of participation in the interdealer broker government securities
marketplace, including nonprimary dealers and nondealers.
Furthermore, GSCC believes that the Agreement sets forth a great
number of fixed standards relating to corporate governance and
shareholder rights, particularly related to participation on the board
of directors and the issuance and sale of shares, that are
unnecessarily and overly specific and rigid and that do not best serve
the interest of GSCC members, shareholders, and the industry in
general. For example, the Agreement currently allows for only a set
number of board seats for each category of dealer, broker, and clearing
agent bank. As described below, the proposed revisions would provide
for the addition of an ``at-large'' director seat in lieu of one of the
clearing agent bank seats, which would allow for participation on the
board by an individual from a nonmember firm. Also, certain proposed
revisions will allow for much greater transferability of GSCC shares,
including shares held by entities that are no longer involved in the
government securities marketplace or that are no longer in business.
Finally, the proposed revisions will allow for more flexibility of
action by GSCC to meet future business needs, including potential
matters such as business partnerships and acquisitions. Thus, they
would provide more flexibility to GSCC in its business planning and
make the Agreement a more dynamic, ``living'' document.
2. Proposed Changes
As described more fully below, the proposed changes fall under four
major categories: (a) nomination and election process for board
members, (b) composition of the board, (c) restrictions on issuance and
transfer of shares, and (d) miscellaneous.
(a) Nomination and Election Process for Board Members. The current
nomination process for participant directors is open to all members
with every member being able to nominate any shareholder member,
including itself. However, a member is restricted to submitting
nominations only for its own correlative participant category (i.e.,
broker participants nominate broker participant directors, clearing
agent bank participants nominate clearing agent bank participant
directors, and all other participants nominate dealer participant
directors). The election process involves ballots being circulated to
every member with such voting being similarly limited to one's own
correlative participant category.
(i) Creation of a Nominating Committee. Similar to the process in
place at NSCC and other clearing corporations, GSCC proposes to create
a nominating committee that will be responsible for nominating
candidates for election as participant directors to the board. NSCC
will continue to nominate and to elect two directors to the board
outside the nominating committee process. The board seat for a
management representative and for the GSCC president will also remain
outside the nominating committee process.
With respect to the composition of the nominating committee, it is
proposed that the nominating committee be comprised of five
individuals, a majority of which will be representatives from active
participants and which may be but are not required to be former board
members. With the exception of the initial nominating committee, GSCC
proposes that there must be a one year break between serving on the
board and serving on the nominating committee (i.e., a year must pass
between a board member's serving on the board and being eligible to
serve on the nominating committee and likewise between a nominating
committee member's serving on the nominating committee and being
eligible to serve on the board).
With the exception of the first nominating committee, GSCC proposes
that incoming nominating committee members be designated by the board
taking into account but not being bound by the recommendations of
current nominating committee members. GSCC also proposes that
participant category be irrelevant for purposes of the selection of
nominating committee members. However, as a general guideline, the
individuals serving on the nominating committee will be reflective of
GSCC's overall membership and potential membership base.
The term of a nominating committee member will be two years. There
must be a one year absence from the nominating committee before a
former committee member is eligible to serve again. The terms of
nominating committee members will be staggered. For example, one class
with three individuals will be designated in the first year for a two
year term and another class with two individuals will be designated for
a one year term. After these initial terms, both classes will serve for
two year terms. Therefore, subsequent nominating committees will have
two staggered classes of members.
(ii) Nomination Process for Board Members. GSCC proposes that there
be two levels of nomination processes for board members. The first
level will be a standard process for the nominating committee to name
candidates for board seats. The second level will be a supplemental
process to allow participants to formally nominate candidates in
addition to those named by the nominating committee. As with the
designation of nominating committee members described above, nominating
committee members and participants will be able to nominate individuals
in all participant categories, not only the committee member's or
participant's own category.
In the standard nomination process, the nominating committee will
nominate one nominee for each open participant director seat. The
nominating committee will select candidates based on both suggestions
solicited from participants as well as from its own deliberations. GSCC
proposes that participants be provided an opportunity early in the
nomination process to suggest one nominee for each open board seat.
Participants will then be notified of the nominating committee's slate
of candidates for open board seats.
After participants are notified of the nominating committee's
selections, participants will be given the opportunity to suggest
additional nominees pursuant to a formal supplemental nomination
process. Specifically, participants will be invited to nominate
additional nominees with a petition signed by the lesser of seven
participants or five percent of GSCC's participants. Each participant
will be limited to signing one petition for each open board seat.
(iii) Election Process for Board Members. Similar to the nomination
process described above, there will also be two levels of election
processes for participant directors. In the standard election process,
which will be followed if no nominating petitions have been filed by
participants, the nominating committee will certify to the shareholders
the participant directors selected by the nominating committee.
Shareholders will then be bound to cast their votes supporting the
nominating
[[Page 49550]]
committee selections at the annual meeting.
However, if participants have filed one or more formal nominating
petitions, the supplemental election process will be followed. This
process will involve circulating ballots to all participants and
permitting them to cast their votes to fill each open participant
director seat in the contested participant category or categories. GSCC
proposes to eliminate the requirement that participants only may vote
for directors of their participant category.
Participants will have the following voting entitlements: (i)
active comparison only participants will be entitled to one vote per
open board seat, (ii) active netting participants will be entitled to
at least two votes per open seat, and (iii) active clearing agent bank
participants will be entitled to two votes per open seat.\4\
Supplemental voting entitlements will be allocated to netting members
based on their level of clearing fund deposit. Each netting member will
receive an additional two votes for approximately every ten million
dollars of its clearing fund deposit up to a total of twelve votes.\5\
Finally, cumulative voting rights will be removed.
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\4\ Affiliated members will be considered one participant for
purposes of determining voting entitlements.
\5\ The clearing fund of affiliated members will be aggregated
to determine their number of votes.
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(iv) Vacancies on the Board. Currently, the board appoints new
directors to replace directors who resign or are removed. (NSCC
designates the person to be appointed by the board if the vacating
director was an NSCC director.) The replacement director must be in the
same participant category as the vacating director. Such replacement
directors serve on the board until the next annual meeting, at which
point the current nomination and election process is followed to refill
that board seat with a permanent replacement. This permanent
replacement director then serves until the vacating director's original
term would have expired.
GSCC proposes to retain the current replacement mechanism but to
conform the nomination and election processes that occur at the annual
meeting following the board's appointment of the replacement director
with the revised nominating and election processes. For example, the
nominating committee will select a nominee for the open replacement
director's seat. If no participant petitions have been filed,
shareholders will vote their shares to support the nominating
committee's selection. If a participant petition has been filed, the
participants will then elect the permanent replacement director.
(v) Election Process for the Chairman of the Board. Currently,
there is no provision in the Agreement for selecting the chairman of
the board. GSCC proposes that the incoming board based upon the
recommendation of the outgoing executive committee will designate the
chairman of the board. The chairman will be elected for a one year item
with no overall term limit other than the six year term limit
applicable to all participant directors.
(b) Composition of the Board. Currently, the Agreement provides for
twelve participant directors consisting of a set number of directors
from each of the three categories of participants. The categories and
number of participants are six dealer participant directors, three
broker participant directors, and three clearing agent bank participant
directors. GSCC believes that the current composition is inadequate to
meet the reality of GSCC's business as it is conducted today. For many
years now, there have been only two clearing agent banks eligible to
fill three director seats. Moreover, while all participants are
eligible to nominate participant directors, not all participants are
eligible to serve as participant directors. Thus, GSCC proposes to
restructure the board's composition and the methodology used to fix its
composition in a manner that will provide enough flexibility to reflect
future demographic changes in GSCC membership.
GSCC believes that specific board composition requirements should
be removed from the Agreement and that the Agreement should outline
only broad parameters such as a maximum number of board seats and a
minimum required number of categories of directors that will be
represented. This will allow the Agreement to be a flexible, ``living''
document that will enable GSCC to deal readily with significant changes
in its membership base, largest shareholders, and business
relationships.
The By-laws will state that the composition of the board may be
changed by majority vote of the shareholders or by majority vote of the
board. In this manner, the board will be empowered to make changes
within the Agreement's broad parameters, including changing the size or
composition requirements of the board in order to reflect membership
demographics and other criteria.\6\
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\6\ Before changing the number of directors, GSCC must file a
proposed rule change with the Commission.
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GSCC believes that major changes in the board's composition are not
now necessary because the current members, the vast majority of which
are brokers, dealers, or banks, are adequately represented. However,
GSCC proposes revisions to the Agreement and By-laws that will
restructure and redefine the board's composition in order to ensure
continued fair representation in the future and to ensure
representation to those types of entities that are neither brokers,
dealers, nor banks. As the most significant step towards that end, the
dealer participant category will be replaced with a ``general user
participant'' category to include more types of participants. In
addition, one of the clearing agent bank director positions will be
recategorized as a new ``at-large'' director position which will be
filled by any person whose service as a board member will be beneficial
to GSCC. The current board composition is fifteen directors, which will
be recategorized as one management director, one at-large director, two
NSCC directors, six general user participant directors, three broker
participant directors, and two clearing agent bank directors.
In order to effect these changes, the proposal will amend certain
definitions in the Agreement. ``Broker'' is currently defined as an
entity regularly engaged in the business of effecting transitions
specifically in treasury securities and specifically for the account of
primary dealers and aspiring primary dealers. GSCC believes this
definition is too narrow and limiting. Hence, GSCC proposes to broaden
the definition of ``broker'' to include any entity regularly engaged in
the business of effecting transactions in any securities eligible for
processing by GSCC on behalf of participants. In a related matter,
references to treasury securities in the Agreement generally will be
changed to reference all securities eligible for GSCC services.
``Clearing agent bank'' is currently defined as any clearing bank
regularly used by brokers, primary dealers, and aspiring primary
dealers for the clearance and settlement of transactions in treasury
securities. Under the proposal, ``clearing agent bank'' will be more
broadly defined essentially to mean any commercial bank member of the
Federal Reserve System that provides clearing services with respect to
GSCC eligible securities on behalf of others for at least ten percent
of GSCC's participants and that provides those services using its own
Federal Reserve account.
``Dealer participant'' is currently defined as a primary dealer or
an
[[Page 49551]]
aspiring primary dealer that is a participant. Again, GSCC believes
this definition is too narrow and limiting. Thus, GSCC proposes to use
the term ``general user participant'' instead of ``dealer
participant.'' In addition, GSCC proposes to use the corresponding term
``general user participant director'' instead of ``dealer participant
director.'' The definition of general user participant will be broader
than the current dealer member category defined in the rules in that it
will include essentially any participant that is not a broker or
clearing agent bank, including futures commission merchants and
registered investment companies.
A related proposal will remove all references to primary and
aspiring primary dealers from the Agreement. As noted above,
restricting nonbroker participants to primary and aspiring primary
dealers, the latter of which the Federal Reserve no longer recognizes,
disenfranchises participants that nonetheless act in a traditional
dealer capacity.
As noted above, GSCC proposes to add an at-large category of
director to further fair representation. The use of this category will
allow GSCC the flexibility to add to the board a representative from a
type of member not already represented on the board or an individual
from an entity that plays an important role in the government
securities marketplace but is not a GSCC member or shareholder.
Finally, GSCC directors are currently limited to serving two
consecutive three year terms on the board. GSCC is proposing to retain
the current term limits for all but the vice chairman and management
director, who will not have term limits. Furthermore, the Agreement
will specify that there must be a one year absence from the board
before a former director is eligible for a new overall six year term
limit. GSCC proposes to retain the three staggered classes of
directors. The By-laws will specify the categories of directors that
compose each of the three classes.
(c) Restrictions on Issuance and Transfer of GSCC Shares. GSCC is
subject to restrictions on the issuance and repurchase of its shares.
In addition, GSCC's shareholders, including NSCC, are subject to
restrictions on the transfer GSCC shares. The restrictions differ for
Class A voting shares and Class B non-voting shares.
(i) Restrictions on Shares. One of the primary restrictions that
GSCC would like to remove from its shares is the price restrictions.
Generally, both Class A and Class B shares must be issues, sold, or
transferred at a price of $500 per share. Only NSCC and GSCC, if
selling shares it acquired from NSCC, are authorized to sell or
transfer Class A shares for a price other than $500. GSCC proposes to
remove this price restriction completely which will provide a great
deal more flexibility to shareholders wishing to sell their shares. One
exception to removing the price restriction will be that GSCC generally
will not be able to sell shares at less than current book value.
GSCC currently may issue Class A shares only to participants not
already holding Class A shares. GSCC proposes to provide itself more
flexibility by being able to issue Class A shares to an existing Class
A shareholder, participant, or affiliate of a participant.\7\ This
expansion will help GSCC broaden its shareholder base in an appropriate
manner.
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\7\ If GSCC issues additional Class A shares, NSCC has the right
to request that enough additional Class A shares be issued to it in
order for NSCC to retain its twenty percent holdings in GSCC. The
proposal will not change this provision.
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GSCC currently may issue Class B shares only to holders of Class A
shares. However, the board recently stated its intention to repurchase
the existing Class B shares when GSCC is determined to be adequately
capitalized which is expected to occur by year end 1997. Because GSCC's
intention is to repurchase and then cancel all its Class B shares, GSCC
proposes to remove from the Agreement GSCC's authority to issue new
Class B shares.
In addition, the Agreement contains restrictions on transfers of
Class A shares by participant shareholders including a requirement that
the Class A shareholder must transfer all of its Class A shares and
that the transfer must be to a single participant not already holding
Class A shares. GSCC proposes to make Class A shares more freely
transferable by permitting sales to any existing Class A shareholder,
participant, or affiliate of a participant in lots of 300 shares.
However, no shareholder other than NSCC will be able to own more than
five percent of Class A shares unless such shares are held as a result
of acquisition, merger, or a comparable event. Similarly, holders of
Class B shares can sell such shares only to participant shareholders in
lots of 200 and only with GSCC's consent. GSCC proposes to authorize
shareholders to sell Class B shares to any existing shareholder,
participant, or affiliate of a participant in lots of 200 shares. This
loosening of the transfer restrictions would provide a benefit to
existing shareholders in the form of more flexibility in ownership. For
example, it would allow shareholders that have multiple sets of GSCC
shares by virtue of acquisitions or mergers to transfer the ownership
of one or more share sets to an affiliated entity.
Currently, GSCC has a right of first refusal only with respect to
NSCC's sale of its Class A shares. GSCC proposes to extend its right of
first refusal to any sale or transfer of shares by any shareholder.
GSCC may purchase such shares at the lesser of the agreed price or the
current book value. GSCC may resell such securities for a price at
least equal to the book value unless the board approves a lower price.
Unlike other shareholders, NSCC may sell any number of its Class A
shares at any price to nonparticipants. However, GSCC has a right of
first refusal to purchase any of NSCC's Class A shares for $500 per
share. GSCC can then sell these repurchased Class A shares to
participants not already holding Class A shares or to any person at any
price if approved by GSCC's board. The proposed rule change will amend
GSCC's right of refusal to require the sale price to be the lesser of
book value or the negotiated price. Similar to its proposal with
respect to the issuance of shares, GSCC's proposal will permit GSCC to
sell repurchased Class A shares to any existing Class A shareholder,
participant, or affiliate of a participant at a price equal to current
book value.
With respect to shareholders other than NSCC, GSCC can request to
purchase Class A shares from participant shareholders provided that
each participant shareholder sells the same percentage of Class A
shares as each other participant shareholder and NSCC continues to hold
twenty percent of GSCC's Class A shares unless NSCC agrees otherwise.
The Agreement currently provides that GSCC does not intend to
repurchase outstanding Class A shares unless all Class B shares have
been converted to Class A shares or have already been repurchased by
GSCC. The proposal will allow GSCC to repurchase shares at current book
value or at any price determined by the board.
Class B shares are also subject to restrictions on conversions.
Participant shareholders can convert Class B shares to Class A shares
only upon GSCC's request to convert. GSCC is only authorized to issue
such a request in order to effect a transfer of converted shares to one
or more participants that do not hold any Class A shares. Because
GSCC's intention is to repurchase and then cancel all its Class B
shares, GSCC proposes to delete the conversion provisions.
(ii) Provision for Extraordinary Corporate Action. The proposed
changes to the Agreement will allow GSCC to issue shares in response to
an
[[Page 49552]]
extraordinary corporate action. For example, in the event GSCC engages
in a joint business venture with another entity or enters into a profit
sharing agreement with another entity, it will be able to issue Class A
shares or a new class of shares. Pursuant to such an issuance, GSCC may
exchange or transfer such shares for cash in any amount or for any
noncash consideration.
(iii) Shareholder Ceasing To Be a Participant. Regardless of the
class of shares, if a shareholder ceases to be a GSCC participant, GSCC
has the discretionary right to repurchase its shares provided that GSCC
repurchases all of the shares for $500 per share. However, GSCC is not
obligated to repurchase such shares. Difficulties arise when a GSCC
shareholder is no longer a participant due to insolvency or merger or
because it no longer engages in the business of trading in government
securities. In these types of instances, contacting the shareholder or
obtaining required shareholder action such as shareholder votes is made
more difficult.
GSCC proposes to expand its authorized process for dealing with
situations where a shareholder no longer is a participant. GSCC
proposes to amend its current authority to mandate repurchase of shares
of such a shareholder at book value. However, the proposal also will
authorize GSCC to offer to repurchase shares for any price determined
by the board.
(d) Miscellaneous Amendments. There are a number of other
provisions in the Agreement that GSCC proposes to amend including: (i)
loss allocation provisions, (ii) specific time and name references,
(iii) supermajority voting requirements, and (iv) changes in GSCC's
business.
With respect to loss allocation, the Agreement currently has
detailed loss allocation provisions that are redundant with the loss
allocation provisions set forth in GSCC's rules. These loss allocation
provisions represent business considerations that are not typically
covered by a shareholder agreement. Therefore, because GSCC believes
that the rules are inherently more flexible than the Agreement, GSCC
proposes to delete the loss allocation provisions from the Agreement as
they are more appropriately handled in the rules. Furthermore,
according to GSCC, inconsistencies can be avoided by having the loss
allocation provisions in only one document.
With respect to time and name references, there are a number of
references that are no longer relevant to the Agreement. For example,
there are provisions in the Agreement relating to shareholder meetings,
classes of directors, and staggered elections. These developmental
provisions make a number of references to procedures that had to be
followed during the period between 1988 and 1991 at which time standard
procedures went into effect. Similar to the time references, the
Agreement specifically refers to NSCC in a number of sections and names
a specific individual to hold one NSCC director seat and another
specific individual to act as the management director for purposes of
the 1988 annual meeting. GSCC propose to remove all timing references
and procedures specific to the period between 1988 and 1991. In
addition, GSCC proposes to remove the obsolete provision naming the
specific individuals.
The Agreement now also sets forth a number of supermajority board
voting requirements that must be met in order to make certain changes
to the Agreement. These changes to the Agreement include classification
of directors, procedures for electing and replacing directors,
provisions related to loss allocation, and procedures and requirements
for amending the Agreement. Furthermore, eighty percent of the entire
board must vote to change GSCC's business.
GSCC proposes to remove these supermajority voting requirements
with respect to future amendments of the Agreement. Many of the
provisions affected by the supermajority voting requirements will be
changed to such an extent that such requirements will no longer be
logical. Furthermore, one of the overall goals of amending the
Agreement is to make it more flexible.
Notwithstanding the above, GSCC would retain the requirement that
it be authorized to change its business from that of a registered
clearing agency including any change that would put GSCC in the
business of being a broker or of performing brokered transactions, only
upon an affirmative vote of at least eighty percent of the entire
board. Moreover, for the protection of its shareholders and members,
GSCC proposes that any change of business that puts GSCC in competition
with clearing agent banks also be subject to a veto by a unanimous vote
of all the clearing agent bank directors and one other participant
director.
According to GSCC, the proposed rule change will benefit GSCC's
members by allowing a more flexible, efficient, and responsive
administration. Therefore, GSCC believes that the proposed rule change
is consistent with the requirements of Section 17A of the Act and the
rules and regulations promulgated thereunder.
B. Self-Regulatory Organization's Statement on Burden on Competition
GSCC does not believe that the proposed rule change will have an
impact or impose a burden on competition.
C. Self-Regulatory Organization's Statement on Comments on the Proposed
Rule Change Received From Members, Participants or Others
Written comments relating to the proposed rule change have not yet
been solicited or received. Members will be notified of the rule change
filing and comments will be solicited by an Important Notice. GSCC will
notify the Commission of any written comments received by GSCC.
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 GSCC 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. 552, will be available for inspection and copying in the
Commission's Public Reference Room in Washington, D.C. Copies of such
filing will also be available for inspection and copying at the
principal office of GSCC. All submissions should refer to the file
number SR-GSCC-97-
[[Page 49553]]
07 and should be submitted by October 14, 1997.
For the Commission by the Division of Market Regulation,
pursuant to delegated authority.\8\
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\8\ 17 CFR 200.30-3(a)(12).
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Margaret H. McFarland,
Deputy Secretary.
[FR Doc. 97-25028 Filed 9-19-97; 8:45 am]
BILLING CODE 8010-01-M