[Federal Register Volume 73, Number 98 (Tuesday, May 20, 2008)]
[Notices]
[Pages 29171-29172]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: E8-11205]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-57817; File No. SR-SCCP-2008-01]


Self-Regulatory Organizations; Stock Clearing Corporation of 
Philadelphia; Notice of Filing of a Proposed Rule Change To Amend and 
Restate Its Articles of Incorporation

May 14, 2008.
    Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 
(``Act''),\1\ notice is hereby given that on April 24, 2008, Stock 
Clearing Corporation of Philadelphia (``SCCP'') filed with the 
Securities and Exchange Commission (``Commission'') the proposed rule 
change described in Items I, II, and III below, which items have been 
prepared primarily by SCCP. The Commission is publishing this notice to 
solicit comments 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

    SCCP proposes to amend its current Articles of Incorporation 
(``Articles'') to more clearly state that all of the authorized shares 
of common stock of SCCP are issued and outstanding and are held by the 
Philadelphia Stock Exchange, Inc., (``Phlx''), a Delaware corporation. 
In addition, SCCP proposes to add language to its Articles relating to 
transfers and assignments of SCCP shares of stock. The proposed 
language would state that Phlx may not transfer or assign any SCCP 
shares, in whole or in part, unless such transfer or assignment is 
filed with and approved by the Commission under Section 19 of the Act 
and the rules promulgated thereunder. Additionally, SCCP proposes to 
restate its Articles to consolidate previous amendments and make other 
technical amendments to modernize the existing language in the 
Articles.\2\
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    \2\ The specific amendments proposed for SCCP's Articles can be 
viewed at http://www.phlx.com/SCCP/sccp_rules/SR-SCCP-2008-01.pdf.
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II. Self-Regulatory Organization's Statement of the Purpose of, and 
Statutory Basis for, the Proposed Rule Change

    In its filing with the Commission, SCCP 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. SCCP has prepared summaries, set forth in sections (A), 
(B), and (C) below, of the most significant aspects of these 
statements.\3\
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    \3\ The Commission has modified the text of the summaries 
prepared by SCCP.
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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 ensure that any 
future change in ownership of SCCP stock, whether transferred or 
assigned, in whole or in part, would be filed with the Commission under 
Section 19 of the Act and the rules promulgated thereunder. This 
language is consistent with language recently proposed by the Phlx in 
connection with amending its Certificate of Incorporation and By-Laws 
\4\ as a result of the proposed acquisition of Phlx by The NASDAQ OMX 
Group, Inc. (``NASDAQ OMX'').\5\
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    \4\ On April 21, 2008, Phlx filed a proposed rule change to 
amend its Certificate of Incorporation, By-Laws, and rules in 
connection with the NASDAQ OMX Merger, as defined in footnote 4 
below. Securities Exchange Act Release No. 57703 (April 23, 2008), 
73 FR 23293, (April 29, 2008) [File No. SR-Phlx-2008-31].
    \5\ On November 7, 2007, NASDAQ OMX announced that it had 
entered into an agreement with Phlx pursuant to which NASDAQ OMX 
would acquire all of the outstanding capital stock of Phlx. In 
connection with this acquisition, Pinnacle Merger Corp., a Delaware 
corporation and wholly owned subsidiary of NASDAQ OMX, would be 
merged with and into Phlx with Phlx surviving the merger (``NASDAQ 
OMX Merger''). As a result of the NASDAQ OMX Merger, all of Phlx's 
common stock would be owned by NASDAQ OMX. Thereafter, NASDAQ OMX 
would operate Phlx as a wholly-owned subsidiary. Phlx would continue 
to be a separate self-regulatory organization.

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[[Page 29172]]

    In addition, the language in the proposed Articles would be amended 
to modernize the existing language. Also, previous amendments to the 
Articles would be consolidated into the proposed restated Articles for 
ease of reference.
    SCCP believes that the proposed rule change is consistent with 
Section 17A of the Act,\6\ in general, and with Section 17A(b)(3)(A) of 
the Act,\7\ in particular, in that it is designed to ensure that SCCP 
is so organized and has the capacity to be able to facilitate the 
prompt and accurate clearance and settlement of securities 
transactions.
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    \6\ 15 U.S.C. 78q-1.
    \7\ 15 U.S.C. 78q-1(b)(3)(A).
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(B) Self-Regulatory Organization's Statement on Burden on Competition

    SCCP does not believe that the proposed rule change will impose any 
burden on competition 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

    No written comments were either solicited or received.

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 the self-regulatory organization 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. Comments may be submitted by any of 
the following methods:

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-SCCP-2008-01 on the subject line.

Paper Comments

     Send paper comments in triplicate to Nancy M. Morris, 
Secretary, Securities and Exchange Commission, 100 F Street, NE., 
Washington, DC 20549-1090.

All submissions should refer to File Number SR-SCCP-2008-01. 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 Room, 100 F Street, NE., 
Washington, DC 20549, on official business days between the hours of 10 
a.m. and 3 p.m. Copies of such filing also will be available for 
inspection and copying at the principal office of SCCP and on Phlx's 
Web site at http://www.phlx.com/SCCP/sccp_rules/SR-SCCP-2008-01.pdf. 
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-SCCP-2008-01 
and should be submitted on or before June 4, 2008.
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    \8\ 17 CFR 200.30-3(a)(12).

    For the Commission by the Division of Trading and Markets, 
pursuant to delegated authority.\8\
Florence E. Harmon,
Deputy Secretary.
[FR Doc. E8-11205 Filed 5-19-08; 8:45 am]
BILLING CODE 8010-01-P