[Federal Register Volume 65, Number 71 (Wednesday, April 12, 2000)]
[Notices]
[Pages 19802-19803]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 00-9079]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-42621; File No. SR-DTC-00-6]


Self-Regulatory Organizations; The Depository Trust Company; 
Notice of Filing and Order Granting Accelerated Approval of a Proposed 
Rule Change Relating to Revising the By-Laws

April 5, 2000.
    Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 
(``Act''), \1\ notice is hereby given that on March 31, 2000, The 
Depository Trust Company (``DTC'') filed with the Securities and 
Exchange Commission (``Commission'') the proposed rule change as 
described in Items I and II below, which items have been primarily 
prepared by DTC. The Commission is publishing this notice and order to 
solicit comments on the proposed rule

[[Page 19803]]

change from interested persons and to grant accelerated approval on the 
proposed rule change.
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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 purpose of the proposed rule change is to revise DTC's By-Laws.

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

    In its filing with the Commission, DTC 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. DTC 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 had modified parts of these statements.
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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 revise DTC's By-Laws 
in order to take advantage of changes to the New York Banking Law that 
provide greater flexibility and to conform DTC's By-Laws to the By-Laws 
of DTC's parent, The Depository Trust and Clearing Corporation.\3\ The 
principal changes will:
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    \3\ The changes to DTC's By Laws are attached as Exhibit 2 to 
DTC's filing, which is available through the Commission's Public 
Reference Section or through DTC.
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     Allow annual stockholder's meetings to take place in April 
instead of in March;
     Allow annual stockholder's meetings to take place wherever 
the Board of Directors shall determine instead of just in New York 
City;
     Provide that once a quorum is reached at a Board meeting, 
the Board of Directors can continue conducting business at that Board 
meeting as long as at least one-third of the directors are present;
     Allow DTC's Board of Directors to fix the number of 
directors from time to time rather than require the stockholders to do 
so; and
     Delete references to Senior Executive Vice Presidents, 
Executive Vice Presidents, and Senior Vice Presidents because the title 
of Managing Director is replacing those titles.
    DTC believes that the proposed rule change is consistent with the 
requirements of Section 17 of the Act \4\ and the rules and regulations 
thereunder applicable to DTC because the proposed rule change make 
changes to DTC's By-Laws but does not affect participant's rights with 
respect to fair representation.
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    \4\ 15 U.S.C. 78q-1.
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B. Self-Regulatory Organization's Statement on Burden on Competition

    DTC perceives no adverse impact on competition by reason of the 
proposed rule change.

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

    Written comments from DTC participants or others have not been 
solicited or received on the proposed rule change.

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

    Section 17A(b)(3)(C) of the Act \5\ requires that the rules of a 
clearing agency assure the fair representation of its shareholders or 
members and participants in the selection of its directors. The 
Commission believes that DTC's proposal is consistent with this 
obligation because the proposed changes should not affect DTC's 
participant's right or ability to be fairly represented in the 
selection of DTC's directors or in the administration of DTC's affairs.
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    \5\ 15 U.S.C. 78q-1(b)(3)(C).
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    DTC has requested that the Commission find good cause for approving 
the proposed rule change prior to the thirtieth day after the date of 
publication of notice of filing. The Commission finds good cause for 
approving the proposed rule change prior to the thirtieth day after 
publication of notice of filing because such approval will allow DTC to 
immediately amend its By-Laws so that DTC's and DTCC's By-Laws are 
consistent.

IV. Solicitation of Comments

    Interested persons are invited to submit written data, views, and 
arguments concerning the foregoing, including whether the proposal is 
consistent with the Act. Persons making written submissions should file 
six copies thereof with the Secretary, Securities and Exchange 
Commission, 450 Fifth Street, N.W., Washington, D.C. 20549-0609. 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 provision 
of 5 U.S.C. Sec. 552, will be available for inspection and copying in 
the Commission's Public Reference Section, 450 Fifth Street, N.W., 
Washington, D.C. 20549. Copies of such filings also will be available 
for inspection and copying at DTC's principal office. All submissions 
should refer to File No. SR-DTC-00-6 and should be submitted by May 3, 
2000.

V. Order

    It Is Therefore Ordered, pursuant to Section 19(b)(2) of the Act, 
that the proposed rule change (File No. SR-DTC-00-6) be and hereby is 
approved on an accelerated basis.

    For the Commission by the Division of Market Regulation, 
pursuant to delegated authority.\6\
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    \6\ 17 CFR 200.30-3(a)(12).
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Margaret H. McFarland,
Deputy Secretary.
[FR Doc. 00-9079 Filed 4-11-00; 8:45 am]
BILLING CODE 8010-01-M