[Federal Register Volume 70, Number 57 (Friday, March 25, 2005)]
[Notices]
[Pages 15374-15375]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: E5-1303]



[[Page 15374]]

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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-51389; File No. SR-PCX-2005-17]


Self-Regulatory Organizations; Notice of Filing and Immediate 
Effectiveness of Proposed Rule Change by the Pacific Exchange, Inc. 
Relating to Amendments to the Bylaws of PCX Holdings, Inc.

March 17, 2005.
    Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 
(``Act'') \1\ and Rule 19b-4 thereunder,\2\ notice is hereby given that 
on March 9, 2005, the Pacific Exchange, Inc. (``PCX'' or ``Exchange'') 
filed with the Securities and Exchange Commission (``Commission'') the 
proposed rule change as described in Items I and II below, which Items 
have been prepared by the Exchange. The Exchange has designated the 
proposed rule change as constituting a ``non-controversial'' rule 
change under subparagraph (f)(6) of Rule 19b-4 under the Act,\3\ which 
renders the proposal effective upon receipt of this filing by the 
Commission. 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).
    \2\ 17 CFR 240.19b-4.
    \3\ 17 CFR 240.19b-4(f)(6).
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I. Self-Regulatory Organization's Statement of the Terms of Substance 
of the Proposed Rule Change

    PCX is submitting on behalf of PCX Holdings, Inc. (``PCXH'') a 
proposed rule change to reflect an amendment to the Bylaws of PCXH to 
adopt new Section 7.07. This Bylaw provision states that PCXH would 
take such action as is necessary to insure that its officers, 
directors, and employees consent to the applicability of Sections 7.03 
and 7.04 of the PCXH Bylaws with respect to Exchange-related 
activities. The text of the proposed rule change is below. Proposed new 
language is in italics.
* * * * *
PCX HOLDINGS, INC.
BYLAWS
ARTICLE 7
MISCELLANEOUS
    Section 7.01-7.06--No Change.
    Section 7.07--The Corporation shall take such action as is 
necessary to ensure that the Corporation's officers, directors and 
employees consent to the applicability of Section 7.03 and 7.04 with 
respect to Exchange-related activities.
* * * * *

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 Exchange 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

1. Purpose
    On May 17, 2004, the Commission approved the PCX's plan of 
demutualization.\4\ As a condition for Commission approval of the plan 
of demutualization, Exchange staff represented to the Commission \5\ 
that it would present to the Board of Directors of PCXH for its 
approval a proposed new PCXH Bylaw provision stating that PCXH would 
take such action as is necessary to insure that its officers, 
directors, and employees consent to the applicability of sections 7.03 
and 7.04 of the PCXH Bylaws with respect to Exchange-related 
activities. The purpose of proposed Section 7.07 to the PCXH Bylaws is 
to allow the Exchange to satisfy the representation it made to the 
Commission as part of the demutualization order.
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    \4\ See Securities Exchange Act Release No. 49718 (May 17, 
2004), 69 FR 29611 (May 24, 2004) (approving File No. SR-PCX-2004-
08).
    \5\ See Footnote 27 of Securities Exchange Act Release No. 49718 
(May 17, 2004), 69 FR 29611 (May 24, 2004) (approving File No. SR-
PCX-2004-08).
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    The Directors of PCXH approved this amendment to the PCXH Bylaws on 
June 24, 2004. Pursuant to Section 7.06 of the PCXH Bylaws, the 
proposed amendment was submitted to the PCX Board of Directors. The PCX 
Board of Directors determined at its September 11, 2004 meeting that 
this amendment should be submitted to the Commission.
2. Statutory Basis
    The Exchange believes that the proposed rule change is consistent 
with Section 6(b) of the Act,\6\ in general, and furthers the 
objectives of Section 6(b)(5) of the Act,\7\ in particular, in that it 
is designed to facilitate transactions in securities, to promote just 
and equitable principles of trade and to protect investors and the 
public interest.
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    \6\ 15 U.S.C. 78f(b).
    \7\ 15 U.S.C. 78f(b)(5).
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B. Self-Regulatory Organization's Statement on Burden on Competition

    The Exchange does not believe that the proposed rule change will 
impose any burden on competition that is not necessary or appropriate 
in furtherance of the purposes of the Act.

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

    Written comments on the proposed rule change were neither solicited 
nor received.

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

    The proposed rule change has become effective pursuant to Section 
19(b)(3)(A)(iii) of the Act \8\ and subparagraph (f)(6) of Rule 19b-4 
thereunder,\9\ because the Exchange has designated the proposed rule 
change as one that: (i) Does not significantly affect the protection of 
investors or the public interest; (ii) does not impose any significant 
burden on competition; and (iii) does not become operative for 30 days 
from the date on which it was filed, or such shorter time as the 
Commission may designate if consistent with the protection of investors 
and the public interest. The PCX provided the Commission with written 
notice of its intent to file this proposed rule change at least five 
business days prior to the date of filing the proposed rule change. At 
any time within 60 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 purpose of the Act.
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    \8\ 15 U.S.C. 78s(b)(3)(A)(iii).
    \9\ 17 CFR 240.19b-4(f)(6).
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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. Comments may be submitted by any of 
the following methods:

[[Page 15375]]

Electronic Comments

     Use the Commission's Internet comment form (http://www.sec.gov/rules/sro.shtml); or
     Send an e-mail to [email protected]. Please include 
File Number SR-PCX-2005-17 on the subject line.

Paper Comments

     Send paper comments in triplicate to Jonathan G. Katz, 
Secretary, Securities and Exchange Commission, 450 Fifth Street, NW., 
Washington, DC 20549-0609.
    All submissions should refer to File Number SR-PCX-2005-17. This 
file number should be included on the subject line if e-mail is used. 
To help the Commission process and review your comments more 
efficiently, please use only one method. The Commission will post all 
comments on the Commission's Internet Web site (http://www.sec.gov/rules/sro.shtml). 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. Copies of 
such filing also will be available for inspection and copying at the 
principal office of the Exchange. All comments received will be posted 
without change; the Commission does not edit personal identifying 
information from submissions. You should submit only information that 
you wish to make available publicly. All submissions should refer to 
File Number SR-PCX-2005-17 and should be submitted on or before April 
15, 2005.

    For the Commission, by the Division of Market Regulation, 
pursuant to delegated authority.\10\
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    \10\ 17 CFR 200.30-3(a)(12).
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Margaret H. McFarland,
Deputy Secretary.
[FR Doc. E5-1303 Filed 3-24-05; 8:45 am]
BILLING CODE 8010-01-P