[Federal Register Volume 77, Number 42 (Friday, March 2, 2012)]
[Notices]
[Pages 12896-12897]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2012-5055]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-66459; File No. 600-11]


Self-Regulatory Organizations; Pacific Clearing Corporation; 
Order Cancelling Clearing Agency Registration

 February 24, 2012.

I. Background

    On December 1, 1975, pursuant to Sections 17A(b) and 19(a)(1) of 
the Securities Exchange Act of 1934 (``Act'') \1\ and Rule 17Ab2-1 
thereunder,\2\ the Securities and Exchange Commission (``Commission'') 
approved on a temporary basis the application for registration as a 
clearing agency filed by the Pacific Clearing Corporation (``PCC'').\3\ 
By subsequent orders, the Commission extended PCC's temporary 
registration.\4\ On September 23, 1983, pursuant to Section 17A and 
Rule 17Ab2-1 thereunder,\5\ the Commission approved on a permanent 
basis PCC's registration as a clearing agency.\6\
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    \1\ 15 U.S.C. 78q-1(b) and 78s(a)(1).
    \2\ 17 CFR 240.17Ab2-1.
    \3\ Release No. 34-11875 (Nov. 26, 1975), 40 FR 55910 (Dec. 2, 
1975).
    \4\ Release Nos. 34-13584 (June 1, 1977), 42 FR 30066 (Jun. 10, 
1977); 34-13911 (Aug. 31, 1977), 1977 WL 190688; 34-14531, 43 FR 
10288 (Mar. 10, 1978); and 34-18584 (Mar. 22, 1982), 47 FR 13266 
(Mar. 29, 1982).
    \5\ 15 U.S.C. 78q-1 and 17 CFR 240.17Ab2-1.
    \6\ Release No. 34-20221 (Sept. 23, 1983), 48 FR 45167 (Oct. 3, 
1983).
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    PCC was a subsidiary of PCX Equities, Inc. (``PCXE'') (now NYSE 
Arca Equities, Inc.), which was a wholly owned subsidiary of the 
Pacific

[[Page 12897]]

Exchange, Inc. (``PCX'') \7\ (now NYSE Arca, Inc. [``NYSE Arca'']).\8\ 
Prior to the transaction described below, PCC offered various clearance 
and settlement services, such as trade recording for PCX-listed and 
over-the-counter securities transactions, trade comparison, continuous 
net settlement, and book-entry depository services.\9\
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    \7\ Letter from Kathryn L. Beck, Senior Vice President, General 
Counsel and Corporate Secretary, Pacific Stock Exchange, to Jerry W. 
Carpenter, Assistant Director, Division of Market Regulation, 
Commission (April 11, 2005) (``April 2005 Letter'').
    \8\ PCXE and PCC had previously been wholly owned subsidiaries 
of Archipelago Holdings, Inc. Following the merger on March 6, 2006, 
of New York Stock Exchange, Inc. with Archipelago Holdings, Inc., 
the PCX filed with the Securities and Exchange Commission a proposed 
rule change, which was effective upon filing, that amended its rules 
to reflect these name changes: From PCX to NYSE Arca; from PCX 
Equities, Inc. to NYSE Arca Equities, Inc.; from PCX Holdings, Inc., 
to NYSE Arca Holdings, Inc.; and from the Archipelago Exchange, 
L.L.C. to NYSE Arca, L.L.C. Release No. 34-53615, 71 FR 19226 (Apr. 
13, 2006).
    \9\ Release No. 34-20221, supra note 6.
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II. Cancellation of PCC's Registration as a Clearing Agency

    In an April 2005 Letter, PCX stated that on or about April 15, 
1987, it had ``transferred substantially all of its principal 
settlement and clearance activities to the National Security [sic] 
Clearing Corporation (`NSCC').'' \10\ PCX further stated that on 
September 13, 2003, the PCX Board of Governors and PCXE Board of 
Directors voted to take all necessary steps to dissolve PCC.\11\ 
Finally, PCX represented, among other things, that pursuant to Rule 
17a-1,\12\ PCX would retain at least one copy of all documents, 
including all correspondence, memoranda, papers, books, notices, 
accounts, and other such records of PCC in PCX's or PCXE's possession 
for at least 5 years from the date of dissolution of PCC.\13\
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    \10\ Letter from Kathryn L. Beck, Senior Vice President, General 
Counsel and Corporate Secretary, Pacific Stock Exchange, to Jerry W. 
Carpenter, Assistant Director, Division of Market Regulation, 
Commission (April 11, 2005) (``April 2005 Letter'').
    \11\ Id. PCC was incorporated in California on April 28, 1955, 
and was dissolved on August 7, 2007. LexisNexis, Public Records, 
Corporate Filings search, http://www.lexis.com.
    \12\ 17 CFR 240.17a-1.
    \13\ April 2005 Letter. In addition, NYSE Euronext represented 
to the Commission that as of August 26, 2011, it had not received 
any requests over the last two years for documents relating to PCC 
and that no claims relating to the operations of PCC had been made. 
Email from Janet McGinness, Senior Vice President, Legal and 
Corporate Secretary, NYSE Euronext, to David Karasik, Division of 
Trading and Markets, Commission (Aug. 26, 2011).
     As a result of the business combination of NYSE Group, Inc. and 
Euronext N.V., the businesses of NYSE Group, including that of the 
NYSE LLC and NYSE Arca, and Euronext are now held under a single, 
publicly traded holding company named NYSE Euronext. Release Nos. 
34-55293 (Feb. 14, 2007), 72 FR 8033 (Feb. 22, 2007) and 34-55026 
(Dec. 29, 2006), 72 FR 814 (Jan. 8, 2007).
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    Section 19(a)(3) of the Act \14\ provides that in the event any 
self-regulatory organization is no longer in existence or has ceased to 
do business in the capacity specified in its application for 
registration, ``the Commission, by order, shall cancel its 
registration.''
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    \14\ 15 U.S.C. 78s(a)(3).
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    Based upon the representations and undertakings made by PCX to the 
Commission and because PCC is no longer in existence and has ceased to 
do business in the capacity specified in its registration application, 
the Commission is canceling its registration effective February 24, 
2012.
    It is therefore ordered that:
    Effective February 24, 2012, based on the facts and representations 
noted above, PCC's registration as a clearing agency under Section 17A 
of the Exchange Act and Rule 17Ab2-1 thereunder is cancelled.

    By the Commission.
Kevin M. O'Neill,
Deputy Secretary.
[FR Doc. 2012-5055 Filed 3-1-12; 8:45 am]
BILLING CODE 8011-01-P