[Federal Register Volume 63, Number 189 (Wednesday, September 30, 1998)] [Notices] [Pages 52313-52314] From the Federal Register Online via the Government Publishing Office [www.gpo.gov] [FR Doc No: 98-26097] ----------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION [Release No. 34-40463; File No. SR-GSCC-98-03] Self-Regulatory Organizations; Government Securities Clearing Corporation; Notice of Filing of a Proposed Rule Change Regarding Amendments to GSCC's By-Laws September 23, 1998. Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 (``Act''),\1\ notice is hereby given that on August 31, 1998, the Government Securities Clearing Corporation (``GSCC'') 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 GSCC. The Commission is publishing this notice to solicit comments from interested persons on the proposed rule change. --------------------------------------------------------------------------- \1\ 15 U.S.C. 78s(b)(1). --------------------------------------------------------------------------- I. Self-Regulatory Organization's Statement of the Terms of Substance of the Proposed Rule Change Under the proposed rule change, GSCC will amend its by-laws to allow GSCC's Board of Directors to determine which individuals shall serve as GSCC's chief executive officer (``CEO'') and chief operating officer (``COO''). 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\ --------------------------------------------------------------------------- \2\ The Commission has modified the text of the summaries prepared by GSCC. --------------------------------------------------------------------------- (A) Self-Regulatory Organization's Statement of the Purpose of, and Statutory Basis for, the Proposed Rule Change GSCC was formed by the National Securities Clearing Corporation (``NSCC'') in 1986. Initially, GSCC was a wholly owned subsidiary of NSCC. However, in December 1987 GSCC shares were issued in a private placement, and now approximately seventy-five percent of GSCC's shares are owned by its member firms. In August 1988, GSCC began providing services to its members, and its first participant shareholder Board of Directors was elected. GSCC's shareholder agreement provides that NSCC has the right to nominate two individuals for election to the GSCC Board and that GSCC is to designate one of those individuals to the position of Vice- Chairman. Since GSCC was incorporated in 1986, GSCC's by-laws provided that the Vice-Chairman of GSCC's Board shall automatically be its CEO and that GSCC's President shall automatically be the COO. For ten years, GSCC has operated as the central clearing corporation for the government securities marketplace. As a result, GSCC now believes that in order to ensure its independence, GSCC's Board of Directors should determine for itself which individuals shall serve as the CEO and COO. Therefore, under the proposed rule change GSCC will amend its by-laws to: (1) Delete the provision that states that the Vice Chairman of the Board shall be CEO of GSCC. (2) Delete the provision that states that the President shall be the COO of GSCC, and (3) Make other conforming changes so as to appropriately reflect the responsibilities of the CEO and COO. GSCC intends to continue its close affiliation with NSCC and to maintain the current synergies that GSCC shares with NSCC, such as the ancillary accounting, administrative services, human resources, and treasury services that NSCC provides for GSCC. In addition, GSCC will seek out additional ways that NSCC and GSCC can work together. GSCC believes that the proposed rule change is consistent with the Act and the rules and regulations thereunder because the amendments to GSCC's by-laws will allow GSCC's Board of Directors to determine for itself which individuals shall serve as GSCC's CEO and COO. (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, including whether the proposed rule change is consistent with the Act. 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 [[Page 52314]] ruling also will be available for inspection and copying at the principal office of GSCC. All submissions should refer to File No. SR- GSCC-98-03 and should be submitted by October 21, 1998. For the Commission by the Division of Market Regulation, pursuant to delegated authority.\3\ --------------------------------------------------------------------------- \3\ 17 CFR 200.30-3(a)(12). --------------------------------------------------------------------------- Jonathan G. Katz, Secretary. [FR Doc. 98-26097 Filed 9-29-98; 8:45 am] BILLING CODE 8010-01-M