[Federal Register Volume 65, Number 6 (Monday, January 10, 2000)]
[Notices]
[Pages 1421-1422]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 00-512]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-42309; File No. SR-OCC-99-11]


Self-Regulatory Organizations; the Options Clearing Corporation; 
Notice of Filing and Immediate Effectiveness of Proposed Rule Change 
Relating to the Authority To Vote on Behalf of OCC

January 3, 2000.
    Pursuant to Section 19(b)(1) \1\ of the Securities Exchange Act of 
1934 (``Act'') notice is hereby given that on October 26, 1999, The 
Options Clearing Corporation (``OCC'') filed with the Securities and 
Exchange Commission the proposed rule change as described in Items I, 
II, and III below, which items have been prepared primarily by OCC. 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

    The proposed rule change grants the chairman of the OCC's board of 
directors the express authority to vote on behalf of OCC the stock of 
OCC's wholly-owned subsidiaries.

II. Self-Regulatory Organization's Statement of the Purpose of, and 
Statutory Basis for, the Proposed Rule Change

    In its filing with the Commission, OCC 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. OCC 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 proposed rule change is to add paragraph (b) to 
Article IV, Section 6 of OCC's By-Laws. Paragraph (b) grants the 
chairman of OCC's board of directors or his proxy the express authority 
to vote on behalf of OCC the stock of OCC's wholly-owned subsidiaries. 
For example, the proposed rule change clarifies the chairman's 
authority to vote stock of a subsidiary to fill vacancies on the 
subsidiary's board where the subsidiary's by-laws require vacancies to 
be filled by its stockholders. This authority is subject to any 
specific direction of or alternative delegation by OCC's full board of 
directors. Any exercise of the chairman's authority under Article IV, 
Section 6(b) is subject to subsequent ratification by the OCC board.
    The proposed rule change also amends the current text of Article 
IV, Section 6, newly designated as paragraph (a) thereof, to correct a 
typographical error.
    OCC believes that the proposed rule change is consistent with 
Section 17A of the Act because it makes explicit and clarifies 
authority implicit under existing OCC By-Laws. According to OCC, the 
delegation of such authority to the Chairman has proven effective in 
promoting the efficient governance of OCC.

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

    OCC does not believe that the proposed rule change would impose any 
burden on competition.

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

    Written comments were not and are not intended to be solicited with 
respect

[[Page 1422]]

to the proposed rule change and none have been received.

III. Date of Effectiveness of the Proposed Rule Change and Timing 
for Commission Act

    The foregoing rule change has become effective pursuant to Section 
19(b)(3)(A)(iii) \2\ of the Act and pursuant to rule 19b-4(f)(3) \3\ 
promulgated thereunder because the proposal is concerned solely with 
the administration of OCC. At any time within sixty days of the filing 
of such rule change, the Commission may summarily abrogate such rule 
change if it appears to the Commission that such action is necessary or 
appropriate in the public interest, for the protection of investors, or 
otherwise in furtherance of the purposes of the Act.
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    \2\ 15 U.S.C. 78s(b)(3)(A)(i).
    \3\ 17 CFR 240.19b-4(f)(3).
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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 20549-0609. 
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 OCC. All submissions 
should refer to file number SR-OCC-99-11 and should be submitted by 
January 31, 2000.

    For the Commission by the Division of Market Regulation, 
pursuant to delegated authority.
Margaret H. McFarland,
Deputy Secretary.
[FR Doc. 00-512 Filed 1-7-00; 8:45 am]
BILLING CODE 8010-01-M