Self-Regulatory Organizations; Notice of Filing of Proposed Rule Changes to Amend the Philadelphia Depository Trust Company's and the Stock Clearing Corporation of Philadelphia's By-Laws Regarding the Composition of the Respective Boards of Directors and Nominating Committees

SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-34446; File Nos. SR-Philadep-94-01, and SR-SCCP-94-03]

Self-Regulatory Organizations; Notice of Filing of Proposed Rule

Changes to Amend the Philadelphia Depository Trust Company's and the

Stock Clearing Corporation of Philadelphia's By-Laws Regarding the

Composition of the Respective Boards of Directors and Nominating

Committees

July 27, 1994.

Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934

(``Act''),\1\ notice is hereby given that on July 14, 1994, the

Philadelphia Depository Trust Company (``Philadep'') and the Stock

Clearing Corporation of Philadelphia (``SCCP'') filed with the

Securities and Exchange Commission (``Commission'') the proposed rule

changes (File Nos. SR-Philadep-94-01 and SR-SCCP-94-03) as described in

Items I, II, and III below, which Items have been prepared primarily by

Philadep and SCCP. The Commission is publishing this notice to solicit

comments on the proposed rule changes from interested parties.

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\1\15 U.S.C. 78s(b)(1) (1988).

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I. Self-Regulatory Organizations' Statement of the Terms of Substance

of the Proposed Rule Changes

The proposed rule changes respectively amend Philadep By-Laws

Article IV, Section 2 and Article III, Section 4 and SCCP By-Laws

Article IV, Section 2 and Article III, Section 4. These sections set

forth the requirements for the composition of the Boards of Directors

and Nominating Committees.

II. Self-Regulatory Organizations' Statements Regarding the Proposed

Rule Changes

In their filings with the Commission, Philadep and SCCP included

statements concerning the purpose of and the basis for the proposed

rule changes and discussed any comments received on the proposed rule

changes. The text of these statements may be examined at the places

specified in Item IV below. Philadep and SCCP have prepared summaries,

as set forth in sections (A), (B), and (C) below, of the most

significant aspects of these statements.

A. Self-Regulatory Organizations' Statement of the Purpose of and the

Statutory Basis for the Proposed Rule Changes

In order to ease the administrative burden, Philadep and SCCP

propose to amend their By-Laws to remove the requirement that the two

Vice Chairmen of the Board of Governors of the Philadelphia Stock

Exchange, Inc. (``PHLX'') serve as ex-officio members of the Philadep

and SCCP Boards of Directors. The proposed amendments will install the

Chief Operating Officer of the PHLX both as an ex-officio member of the

Philadep and SCCP Boards of Directors and as the Vice Chairman of the

Philadep and SCCP Boards. The proposed amendments will reduce the

requisite number of PHLX Governors who must serve on the Philadep and

SCCP Boards of Directors from a majority of the fifteen to seventeen

Directors to six of the Directors. The proposed amendments will change

the term of office for the Boards of Directors for the purpose of

qualifying PHLX Governors as Philadep and SCCP Directors.\2\

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\2\The intent of this provision is to synchronize the term of

office for the Chairman of the Exchange's Board of Governors with

his terms of office on the Philadep and SCCP Boards.

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Presently, under Article III Section 4(a) of the Philadep and SCCP

By-Laws, the Nominating Committee must consist of five ex-officio

members of the Board of Directors and two other persons appointed by

the Chairman of the Board. Under the proposed rule change, the number

of members on the Nominating Committee will consist of four ex-officio

members of the Board of Directors and three other persons appointed by

the Chairman of the Board.

As composed under the proposed rule changes, the Philadep and SCCP

Boards of Directors will continue to provide the PHLX, as the sole

shareholder of both Philadep and SCCP, with adequate representation.

The PHLX will be represented by both senior exchange staff personnel

and members of the PHLX Board of Governors, who typically also

represent Philadep and SCCP participant firms. In accordance with

Philadep's and SCCP's amendment processes delineated in By-Law Article

XI, the Chairman of the PHLX Board of Governors, as agent for the sole

shareholder and parent corporation, has signed a unanimous consent in

lieu of a special meeting to effectuate the foregoing changes.

The proposed rule changes comply with Section 17A of the Act

insofar as they will aid Philadep and SCCP in assuring the fair

representation of shareholders and participants in the selection of

directors and in the administration of affairs.\3\

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\3\15 U.S.C. 78q-1(b)(3)(C) (1988).

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B. Self-Regulatory Organizations' Statement on Burden on Competition

Philadep and SCCP do not believe that the proposed rule changes

will impose any burden on competition.

C. Self-Regulatory Organizations' Statement on Comments on the Proposed

Rule Changes Received From Members, Participants or Others

Written comments were neither solicited nor received with respect

to the proposed rule changes.

III. Date of Effectiveness of the Proposed Rule Changes 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 Philadep or SCCP consents, the Commission

will:

(A) By order approve such proposed rule changes or

(B) Institute proceeding to determine whether the proposed rule

changes should be disapproved.

V. Solicitation of Comments

Interested persons are invited to submit written data, views, and

arguments concerning the foregoing. Persons making such submissions

should file six copies thereof with the Secretary, Securities and

Exchange Commission, 450 Fifth Street, NW, Washington, DC 20549. Copies

of the submission, all subsequent amendments, all written statements

respecting the proposed rule changes that are filed with the

Commission, and all written communications concerning the proposed rule

changes between the Commission and any person, other than those that

may be withheld from the public pursuant to 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 filings will also be available for inspection and

copying at the principal offices of Philadep and SCCP. All submissions

should refer to File Numbers SR-Philadep-94-01 and SR-SCCP-94-03 and

should be submitted by August 25, 1994.

For the Commission by the Division of Market Regulation,

pursuant to delegated authority.\4\

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\4\17 CFR 200.30-3(a)(12) (1993).

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Margaret H. McFarland,

Deputy Secretary.

[FR Doc. 94-18967 Filed 8-3-94; 8:45 am]

BILLING CODE 8010-01-M